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In accordance with the recommendations of the German Corporate Governance Code, the shareholder representatives were elected individually at the last election to the Supervisory Board at the Annual General Meeting on 29 May 2013. The current term of office of the members of the Supervisory Board ends with the closure of the Annual General Meeting in 2018. The Supervisory Board’s Nomination Committee prepares for the election of shareholder representatives by the General Meeting. When proposing candidates to the Supervisory Board, it takes into account the targets set by the Supervisory Board in terms of its future composition, as well as such criteria as the requirements of the German Stock Corporation Act (AktG), the Corporate Governance Code and the Supervisory Board’s procedural rules. The composition of the Supervisory Board is balanced to ensure that its members collectively possess the knowledge, skills and professional experience necessary to enable them to discharge their duties in a group with global operations in a fit and proper manner. All Supervisory Board members must ensure that they have sufficient time to perform those duties. When submitting proposals to the Annual General Meeting regarding the election of new Supervisory Board members, the Supervisory Board checks that the candidates are able to invest the time likely to be required. At present, no members of the Supervisory Board sit on the executive board of a listed company. Linde AG undertakes to support Supervisory Board members as appropriate in the pursuit of any training or professional development necessary for the performance of their duties. New members are provided with comprehensive induction documents and information upon their appointment to the Supervisory Board. Additionally, specialist presentations by internal and external expert speakers are arranged for Supervisory Board members.
The Supervisory Board appoints the Executive Board and monitors and advises the Executive Board in the running of its business operations. Executive Board decisions that are of fundamental importance to the Group require the approval of the Supervisory Board. With regard to the composition of the Executive Board, the Supervisory Board considers diversity in addition to the appropriate professional qualifications of candidates. The “Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector” subjects Linde AG to the obligation to set targets for the proportion of women on the Executive Board and at the two levels of management below the Executive Board. These targets have to be met by 30 June 2017 for the first time. As far as the Supervisory Board is concerned, a binding ratio of at least 30 percent applies to the underrepresented gender for new appointments from 2016 onwards. In the medium and long term, the Supervisory Board is aiming to have at least one woman on the company’s Executive Board. Given the short period of time available to meet this target by the maximum deadline of 30 June 2017 set by the legislator, it does not, however, believe that this target can be met. The appointment periods and terms of the employment contracts of all Executive Board members expire after 30 June 2017, with one exception. To prevent setting a target that the Supervisory Board does not feel is realistic or in the interests of the company given the resources at its disposal, the Supervisory Board has set a target of 0 percent, which corresponds to the current status quo, for the period leading up to 30 June 2017. This does not, of course, rule out a situation in which the Supervisory Board would consider the aim of increasing the proportion of women in the Executive Board if it had to fill an unexpected vacancy on the Executive Board before this point in time.
The Chairman of the Supervisory Board, Dr Manfred Schneider, coordinates the work of the plenary Supervisory Board and chairs its meetings. He is responsible for ensuring that resolutions passed by the Supervisory Board and its committees are duly executed and he is authorised to issue the statements on behalf of the Supervisory Board required to implement the resolutions of the Supervisory Board and its committees. The Chairman of the Supervisory Board maintains close contact with the Executive Board and the Chairman of the Executive Board in particular throughout the year, sharing information and ideas.
Targets of the Supervisory Board regarding its composition
The Supervisory Board has defined the following specific targets for its composition in accordance with clause 5.4.1 of the German Corporate Governance Code. These take into account the particular situation of the Group, the Group’s international reach, potential conflicts of interest, the number of independent Supervisory Board members, an age limit for Supervisory Board members, a regular limit on the length of membership of the Supervisory Board and the need for diversity.
With operations in more than 100 countries, The Linde Group has a global footprint. To reflect this, at least five of the Supervisory Board members should have extensive international expertise.
Potential conflicts of interest and independence
At least 75 percent of the Supervisory Board members should have no direct or indirect business, financial or personal ties with the company or its corporate bodies, a controlling shareholder or a company affiliated with the latter that could constitute a significant and not just temporary conflict of interest or raise concerns regarding partiality. The mere existence of an employment relationship between employee representatives and the company or its affiliated companies does not preclude impartiality as described above. Supervisory Board members should not have management or advisory roles on the executive bodies of the main competitors of The Linde Group. No more than two former Executive Board members should sit on the Supervisory Board.
Age limit for Supervisory Board members
Supervisory Board members should be no older than 72.
Standard threshold for membership of the Supervisory Board
The Supervisory Board has set three terms of office as the maximum period of membership of the Supervisory Board. This maximum threshold is to be adhered to as a general rule.
The Supervisory Board is committed to diversity in its composition and to the fair representation of women in particular. As Linde Aktiengesellschaft is a listed stock corporation that is subject to the German Codetermination Act (MitbestG), the Supervisory Board consists of at least 30 percent female and at least 30 percent male members in line with the principles set out in § 96 (2) of the German Stock Corporation Act (AktG).
The current composition of the Supervisory Board matches the above-stated objectives and the areas of expertise currently covered by its membership include engineering, law and economics, as well as finance, accounting and financial control.
Thanks to professional experience gained during their careers to date, all of the current Supervisory Board members have a particular level of international expertise. No conflicts of interest arose for any member of the Supervisory Board during the 2015 financial year. Where such conflicts of interest do occur, they must be disclosed immediately to the Supervisory Board. No Supervisory Board members currently have management or advisory roles on the executive bodies of any of Linde’s major competitors. Four Supervisory Board members, Anke Couturier, Gernot Hahl,
Hans-Dieter Katte and Frank Sonntag, are company employees. No other consultancy, service or work contracts have been concluded between Supervisory Board members and the company. No former members of the company’s Executive Board are currently members of the Supervisory Board. One Supervisory Board member, Dr Manfred Schneider, reached the age limit in the 2010 financial year. At the Annual General Meeting in 2013, the member in question was also re-elected for a five-year term. When proposing candidates for the 2013 elections, the Supervisory Board was aware of the age limit defined in the procedural rules. However, it had good reason for also proposing candidates who had already reached 72 or who would reach this age during their term of office. The appointments were approved at the Annual General Meeting. Dr Manfred Schneider will leave the Supervisory Board at his own request with effect from 20 May 2016.
The Supervisory Board currently has three members in the over-40 age category, five members in the over-50 category, three members in the over-60 category and one member who is over 70. The Government Commission on the German Corporate Governance Code presented a new version of the Code on 5 May 2015 which was published on 12 June 2015 and states that a regular limit of length of membership is now also to be specified for the members of the Supervisory Board. As a result, the Supervisory Board set a regular limit on the length of membership. Two of the Supervisory Board members elected by the employees, Gernot Hahl and Hans-Dieter Katte, have been members of the Supervisory Board since 1998. Due to the resignation from office of the Supervisory Board member representing the shareholders, Klaus-Peter Müller, on 31 December 2015, the proportion of women on the Supervisory Board has been increased to 25 percent. There are now three women on the Supervisory Board: Professor Dr Ann-Kristin Achleitner, Anke Couturier and the court-appointed Dr Victoria Ossadnik. Dr Victoria Ossadnik and Professor Dr Wolfgang Reitzle are to be nominated for election to the Supervisory Board at the Annual General Meeting to be held on 3 May 2016. Professor Dr Wolfgang Reitzle was member and Chairman of the Company’s Executive Board up until 20 May 2014. Now that the two-year cool-down period prescribed by law has expired, he is set to succeed Dr Manfred Schneider. The election of the candidates nominated would take account of all requirements and objectives regarding the composition of the Supervisory Board based on the legislation, the German Corporate Governance Code and the procedural rules and resolutions of the Supervisory Board. This also applies, in particular, to the targets and requirements regarding diversity and, in particular, the participation of women on the Supervisory Board. Total compliance with these objectives regarding gender distribution on the Company’s Supervisory Board has been rejected; the minimum gender distribution levels set out in § 96 (2) sentence 1 AktG would, however, be met. Professor Dr Wolfgang Reitzle would be the only former Executive Board member of the Company’s Supervisory Board. The Supervisory Board has checked that the candidates are able to invest the time likely to be required for their Supervisory Board duties. Even if the two candidates are elected by the Annual General Meeting on 3 May 2016, the targets set out by the Supervisory Board regarding its composition, including the objectives relating to international expertise and impartiality, will be met.
The procedural rules of the Supervisory Board include rules regarding the independence of its members. No member of the Supervisory Board is in a personal or commercial relationship with the company or its bodies that could represent a conflict of interests. One member of the Supervisory Board, Dr Victoria Ossadnik, is currently still a member of the management of a company with which Linde has a business relationship. Transactions with this company take place under the same conditions as for non-related third parties. These transactions do not affect Dr Victoria Ossadnik’s independence. Linde AG has no controlling shareholder whose relationship with a member of the Supervisory Board could jeopardise that members independence. Consequently, the Supervisory Board is composed exclusively of individuals with a sufficient level of independence.
Information about the members of the Supervisory Board and their memberships of other legally prescribed German supervisory boards and/or comparable German or foreign boards of business entities is given in the Notes to the Group financial statements. See Note 37. The CVs of Supervisory Board members are available here.
Supervisory Board committees
The Supervisory Board has four committees, which lay the groundwork for the plenary Supervisory Board. If it is permitted by law and laid down in the procedural rules of the Supervisory Board, decision-making powers may in individual cases be delegated by the Supervisory Board to these committees. The Chairman of the Supervisory Board chairs all the committees with the exception of the Audit Committee. The committee chairmen report back to the Supervisory Board on the work of their committees, doing so at the first plenary Supervisory Board meeting following the committee meeting.
The Standing Committee, which comprises three shareholder representatives and two employee representatives, advises the Supervisory Board in particular on the appointment and removal of members of the Executive Board and on decisions regarding the remuneration system for the Executive Board, including the terms and conditions of employment contracts, pension contracts and any other contracts pertinent to the remuneration of Executive Board members, and the total remuneration of individual Executive Board members. Moreover, the Standing Committee is responsible for approving transactions with Executive Board members and related parties, as well as for approving other activities of the Executive Board members, especially the holding of positions on supervisory boards and comparable boards of business entities that are not part of The Linde Group. It also provides advice on long-term succession planning for the Executive Board and reviews the efficiency of the work of the Supervisory Board on a regular basis. After preparatory work by the Standing Committee, the full Supervisory Board discusses the results of the efficiency review, identifies improvements that can be made and stipulates appropriate measures.
The Audit Committee similarly comprises three shareholder representatives and two employee representatives. It lays the groundwork for the decisions of the Supervisory Board regarding the adoption of the annual financial statements and the approval of the Group financial statements, taking account of the auditors reports, and makes arrangements with the auditors. It supports the Supervisory Board in the execution of its supervisory duties and monitors, in particular, the accounting process and the effectiveness of the internal control system, risk management system and internal audit system, as well as the statutory audit. It also deals with compliance issues. The Executive Board also discusses the interim and half-year financial reports with the Audit Committee prior to publication. The Audit Committee also makes a recommendation to the plenary Supervisory Board regarding the proposal for the election of the company’s auditors. The Chairman of the Audit Committee, Dr Clemens Börsig, is an independent financial expert and, in common with Professor Dr Ann-Kristin Achleitner and Dr Manfred Schneider, has specialist knowledge and many years experience of financial reporting and the application of accounting principles and internal control systems.
The Nomination Committee comprises the Chairman of the Supervisory Board, the Second Deputy Chairman of the Supervisory Board and one other shareholder representative. It makes recommendations to the Supervisory Board on proposed candidates for the election of shareholder representatives at the Annual General Meeting.
The Mediation Committee, formed under the provisions of the German Codetermination Act (MitbestG), comprises the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board (elected by the employee representatives on the Supervisory Board), one shareholder representative and one employee representative. It makes suggestions to the Supervisory Board regarding the appointment of Executive Board members if the required majority of two-thirds of the votes cast by Supervisory Board members is not obtained in the first ballot.
The Supervisory Board and its committees pass resolutions at meetings which are convened on a regular basis.
The names of those sitting on the Supervisory Board and on the Supervisory Board committees when the annual financial statements were being prepared are given here. Information about the activities of the Supervisory Board and its committees and about the work it has done with the Executive Board in the 2015 financial year is provided in the Report of the Supervisory Board.
The Members of the Supervisory Board inclusive CVs more
Report of the Supervisory Board for the fiscal year 2015 more