- Investor Relations
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- Proposed Merger
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- Annual General Meeting 2017
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Its actions and decisions are geared towards the best interests of the Group, taking into consideration the concerns of shareholders, employees, customers and other stakeholder groups. Its aim is to create sustainable value for stakeholders. The Executive Board establishes the strategic direction of the Group, agrees this strategy with the Supervisory Board, ensures it is properly implemented and reviews the progress made during regular discussions with the Supervisory Board. It is also responsible for annual and multi-year business plans, Group financing and the preparation of quarterly, half-yearly, annual and Group financial statements. In addition, the Executive Board ensures that appropriate risk management and risk control systems are in place and provides regular, timely and detailed reports to the Supervisory Board on all relevant Group issues including strategy, medium-term business plans, business trends, the risk situation, risk management and compliance with legal regulations and internal Group guidelines. The Executive Board also takes the necessary measures to facilitate compliance in the Group companies.
Given the Group’s extensive reach across international markets and industry sectors, the Executive Board is responsible for ensuring that this diversity is reflected at management level. The goal is to put together the best teams worldwide. The Group’s HR strategy includes the definition, delivery and continuous evolution of Group-wide talent development programmes. Linde supports intercultural diversity by adopting an international human resources policy and making appointments across national borders. Another of Linde’s main priorities in the area of diversity is the promotion of female managers. The Executive Board is supporting numerous employee initiatives to promote women. These include networking events, training programmes for women with management responsibility or leadership potential, and an internal mentoring scheme. Regarding the proportion of women working at the two levels of management below Executive Board level, the Executive Board has set targets in line with the Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst). The proportion of women in the first management tier below the Executive Board is to come to 14 percent (11 percent at Linde AG) by 30 June 2017 and 18 percent (18 percent at Linde AG) by 30 June 2022. In 2016, the proportion of female senior managers in this tier was 16 percent (2015: 11 percent). In the second management tier below the Executive Board, Linde is aiming for the proportion of women to rise to 17 percent (15 percent at Linde AG) by 30 June 2017 and 22 percent (20 percent at Linde AG) by
30 June 2022. This figure was 18 percent in 2016
(2015: 16 percent). Information on these targets and on diversity in The Linde Group can be found in the report "Employees and society".
Key Executive Board activities and transactions require the approval of the Supervisory Board. This applies in particular to the annual capital expenditure programme, major acquisitions, divestments, and defined capital and financial measures. The Supervisory Board can also specify special approval requirements in individual cases. While in office, members of the Executive Board are bound by a detailed restraint clause. Any conflicts of interest must be disclosed immediately to the Supervisory Board, as well as to fellow Board members. No such conflicts of interest arose for any member of the Executive Board during the reporting period.
The procedural rules of the Executive Board govern the work it performs, the allocation of responsibilities to individual members, the issues which must be dealt with by the full Executive Board and the majority required for resolutions to be passed by the Executive Board. The Executive Board passes resolutions at meetings held on a regular basis. A simple majority of the votes cast is sufficient for a resolution to be passed, unless a greater majority is prescribed by law. If the vote is tied, the Chairman has the casting vote. Without prejudice to the collective responsibility of all members of the Executive Board, each member of the Executive Board has individual responsibility for the functions assigned to him when the decisions of the Executive Board are being made. It is incumbent upon the Chairman of the Executive Board to assume responsibility not only for the functions assigned to him, but also to coordinate all areas of responsibility entrusted to the Executive Board in a proper manner. He is the main point of contact between the Executive Board and the Supervisory Board and represents the company in public.
At 31 December 2016, the Executive Board consisted of four members. At the moment, the Executive Board has exclusively male members, with one falling into the over-40 age group, two in the over-50 age group and one in the over-60 category. Professor Dr Aldo Belloni exceeded the standard age limit for Executive Board members set out in the procedural rules. When Professor Dr Aldo Belloni was appointed member of the Executive Board in
December 2016, the Supervisory Board also took the age limit that applies to Executive Board members into account, but opted to appoint Professor Dr Aldo Belloni as member and Chairman of the Executive Board on special grounds. The appointments to the Executive Board also take into account the international operations of The Linde Group. Professor Dr Aldo Belloni is an Italian citizen, while Sanjiv Lamba is a citizen of India. The composition of the Executive Board is also such that all of the required areas of expertise are covered.
As at the balance sheet date, no member of the Executive Board was a member of supervisory boards of listed companies outside The Linde Group or of comparable supervisory bodies of other business entities. Information about memberships held by the members of the Executive Board who were in office in the 2016 financial year on other German statutory supervisory boards or comparable German and foreign boards of business entities is given in the Notes to the Group financial statements. See Note 35.
The Executive Board has no committees.
Information on the composition of the Executive Board and on individual Board members, including their responsibilities and duties, may be found in the overview here.
CVs of Executive Board members are available here.