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Procedures, Diversity Concept, Skills Profiles
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 with the aim to create sustainable value. 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 planning, 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 planning, 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. It has set up a compliance management system and disclosed the main features of this system in the Opportunity and risk report.
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, and after leaving their positions, 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. He is the main point of contact between the Executive Board and the Supervisory Board and represents the company in public.
Diversity concept for the Executive Board: The company aims to ensure that the Executive Board is diverse in its composition and that, viewed as a whole, it has sufficiently diverse experience and knowledge for the management of a capital market-oriented gases and engineering company with international operations, and that this experience and knowledge adequately reflect the various areas that the Executive Board members are responsible for. The Executive Board should have members with a range of educational backgrounds. Given the object of the company, sufficient technical or scientific expertise is considered to be particularly important. In addition, at least one member should have a business management background. In line with the company’s international structure, the Executive Board should also include individuals with particular international experience, where possible even with an international cultural background. It is considered helpful if the Executive Board comprises a number of different age groups. The Supervisory Board believes that the Executive Board should ideally include a mixture of men and women. In the medium term, the aim is to have an Executive Board that is 20 percent female. At 31 December 2017, the Executive Board consisted of five members. All of the areas of expertise required within the company are covered. Three members have a technical background, one also has a scientific background and two have a business management background.
Professor Dr Aldo Belloni is an Italian citizen, while Sanjiv Lamba was born in India and has Singaporean citizenship. At the moment, the Executive Board has exclusively male members, with one falling into the over-40 age group, three 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.
§ 111 (5) of the German Stock Corporation Act (AktG) subjects the Supervisory Board to the obligation to set targets for the proportion of women on the Executive Board. The first targets defined were to have been met by 30 June 2017. As the appointment periods and terms of the employment contracts of all Executive Board members expire after 30 June 2017 and in order to prevent setting a target that the Supervisory Board did not feel was realistic or in the interests of the company given the resources at its disposal, the Supervisory Board had set a target of 0 percent for the period leading up to 30 June 2017. This corresponds to the current status quo. The Supervisory Board reviewed the target when the deadline had been reached and set a target of 20 percent women in the Executive Board for the period from 1 July 2017 to 30 June 2022.
Given the Group’s extensive reach across international markets and industry sectors, the Executive Board is also 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 measures, also prompted by employee initiatives, to promote women. These include networking events, training programmes for women with management responsibility or leadership potential, and internal mentoring schemes. The Executive Board has set targets regarding the proportion of women working at the two levels of management below Executive Board level. Linde reached its target of increasing the proportion of women in the first management tier below the Executive Board to 14 percent (11 percent at Linde AG) by 30 June 2017. In 2017, the proportion of female senior managers in this tier was 15 percent (2016: 16 percent). In the second management tier below the Executive Board, Linde was aiming for a proportion of women of 17 percent (15 percent at Linde AG) by 30 June 2017. This figure was 14.5 percent in 2017 (2016: 18 percent). This drop in a year-on-year comparison is also due to the programme to boost efficiency (LIFT programme). By 30 June 2022, the proportion of women in the first management tier below the Executive Board is to come to 18 percent (18 percent at Linde AG) and to 22 percent (20 percent at Linde AG) in the second management tier below the Executive Board.
As at the reporting date, no member of the Executive Board other than Professor Dr Aldo Belloni was a member of supervisory boards of listed companies outside The Linde Group or of comparable supervisory bodies of other business entities. Professor Dr Aldo Belloni is a member of a statutory supervisory board of a listed company outside of the Group with its registered office in Germany. Information about memberships held by the members of the Executive Board who were in office in the 2017 financial year on other German statutory supervisory boards or comparable German and foreign boards of business entities is given here.
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 here.
CVs of Executive Board members are available here.