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Pedro López Jiménez (Chairman)
Immediately after the election of the Chairman and Deputy Chairman of the Supervisory Board, the Supervisory Board shall establish a committee to attend to the tasks set out in Section 31 (3) Sentence 1 of the German Codetermination Act (MitbestG). This committee shall consist of the Chairman of the Supervisory Board, the Deputy Chairman and two further members, of which one shall be elected with a majority of the votes cast by the Supervisory Board shareholder representatives and one shall be elected with a majority of the votes cast by Supervisory Board employee representatives.
Ángel García Altozano (Chairman)
José Luis del Valle Pérez
Luis Nogueira Miguelsanz
Klaus Stümper (Deputy)
The Supervisory Board shall establish an Audit Committee within the meaning of Section 107 (3) Sentence 2 AktG which shall deal in particular with issues relating to the company's accounting, risk management and compliance as well as the efficiency of the internal control system and the internal auditing system, to the necessary autonomy of the auditor, the granting of the audit assignment to the auditor, the determination of audit focuses and the agreement of the fee. Half-year and quarterly financial reports shall be discussed by the Audit Committee together with the Executive Board prior to publication unless these reports are discussed by the Supervisory Board. The Chairman of the Audit Committee shall have specialist knowledge and experience in the application of accounting principles and internal controlling procedures. He should be independent and not be any former member of the Executive Board of the company whose term of office ended less than two years previously.
The Audit Committee shall consist of four Supervisory Board shareholder representatives and four Supervisory Board employee representatives respectively.
The Human Resources Committee shall prepare the personnel decisions for the Supervisory Board. Except for compensation regulations, the Human Resources Committee shall decide on behalf of the Supervisory Board on the conclusion, amendment and termination of employment contracts with the members of the Executive Board, on other legal transactions involving the members of the Executive Board pursuant to Section 112 of the German Stock Corporations Act (AktG), on the approval of key transactions pursuant to Point 4.3.4 Sentence 3 of the German Corporate Governance Code, on the consenting to other activities on the part of a member of the Executive Board pursuant to Section 88 of the German Stock Corporations Act (AktG) and on the consenting to other subsidiary activities, and in particular to the taking up of positions in supervisory boards or comparable supervisory bodies at companies external to the Group, on the granting of loans to the circle of individuals set out in Sections 89 and 115 of the German Stock Corporations Act (AktG) and on the consenting to contracts with members of the Supervisory Board pursuant to Section 114 of the German Stock Corporations Act (AktG). The Human Resources Committee shall regularly discuss the long-term succession planning for the Executive Board. It shall take due account of the management planning of the company in this respect.
The Human Resources Committee shall consist of the Chairman of the Supervisory Board and of three Supervisory Board shareholder representatives and three Supervisory Board employee representatives respectively. The Chairman of the Supervisory Board shall be the Chairman of the Human Resources Committee.
The Nomination Committee shall be responsible for suggesting suitable candidates to the Supervisory Board for its proposals to the General Shareholders' Meeting for the election of the members of the Supervisory Board. The Nomination Committee shall consist of the Chairman of the Supervisory Board and two Supervisory Board shareholder representatives. The Chairman of the Supervisory Board shall be the Chairman of the Nomination Committee.