GRAMMER : Corporate Governance Report and Corporate Governance Declaration 2023

Ursensollen, December 19, 2023

GRAMMER Code of Conduct

Other corporate practices that go beyond the statutory require-

ments are included in the GRAMMER Code of Conduct, which is

publicly available at https://www.grammer.com/en/company/

GRAMMER Aktiengesellschaft

compliance/. The GRAMMER Code of Conduct outlines the eth-

ical and legal framework within which the Company operates.

The Executive Board

The Supervisory Board"

It covers the fundamental principles and rules governing the

conduct within the GRAMMER Group and in relation to external

partners and the public.

GRAMMER Annual Report 2023

Corporate Governance Declaration

84

Compliance management system

The Executive Board

significance is reserved for resolution by the Executive Board in

GRAMMER's corporate culture is essentially defined by the

As a management body, the Executive Board is committed to

its entirety. The Executive Board is assisted by the Executive

GRAMMER Code of Conduct. This is binding on all employees of

furthering the Company's interests and to increasing its sus-

Committee, which meets regularly. An Executive Committee com-

the GRAMMER Group. It summarizes the main internal and exter-

tained enterprise value. The members of the Executive Board are

prises the members of the Executive Board and the heads of key

nal rules and principles and contains binding rules for, among

jointly responsible for overall corporate governance and make

core business areas and forms the Company's highest operating

other things, anti-corruption, fair competition, data protection,

decisions about key business policy and corporate strategy

management body.

occupational health and safety, insider trading, export controls

issues, as well as annual and multi-year planning.

and health and environment. The GRAMMER Code of Conduct is

The Executive Board and the Supervisory Board work closely

publicly available at https://www.grammer.com/en/company/

The Executive Board is responsible for preparing the Company's

together in the Company's best interests. The Executive Board

compliance/ and is supplemented by detailed compliance

quarterly statements and half-yearly financial report as well

informs the Supervisory Board regularly, promptly and exten-

guidelines, which are available in the languages relevant to

as the annual and consolidated financial statements and the man-

sively about all business matters of particular significance due

GRAMMER on the intranet. The Executive Board as a whole is

agement report for GRAMMER AG and the Group. It prepares the

to their financial impact or relevance to general corporate policy.

jointly responsible for compliance across different areas of

dependent company report and, together with the Supervisory

In particular, these include matters relating to the strategy, busi-

responsibility. A compliance organization headed by a Chief

Board, the remuneration report. The Executive Board is respon­

ness performance, the risk situation, risk management and com-

Compliance Officer ensures that the compliance management

sible for compliance with the law and internal policies and ensures

pliance. The members of the Executive Board are subject to a

system is refined on an ongoing basis and that managers and

these are implemented and observed throughout the Company.

comprehensive non-competition clause during their activities

employees receive training and advice. If any employees or

To meet these obligations, the Executive Board ensures that there

for GRAMMER AG. They undertake to act in the Company's best

external parties suspect or become aware of any misconduct

is an appropriate and effective internal control and risk manage-

interests and may not pursue any personal interests when mak-

or breaches of the law or internal guidelines, they can report

ment system in place that is based on the Company's risk position,

ing decisions; in particular, they may not make use of any busi-

this (anonymously) using the multilingual electronic whis-

which also comprises a compliance management system based

ness opportunities arising for the Company for their own personal

tleblower system.

on the Company's risk position. Employees and third parties can

benefit. They may only engage in sideline activities, in particular,

anonymously report legal violations within the Company.

supervisory board mandates outside the GRAMMER Group, with

4.

Description of the working methods of the Executive

the approval of the Supervisory Board. The Supervisory­ Board is

Board and Supervisory Board and composition and

The Supervisory Board has issued Rules of Procedure for the

also responsible for deciding on how the remuneration received

working methods of their committees

Executive Board, which include the definition of various areas of

for sideline activities is to be treated. Each member of the Exec-

GRAMMER AG is subject to German stock corporation law and

responsibility and the rules for cooperation both within the Exec-

utive Board has a duty to disclose to the Supervisory Board any

therefore has a dual management system consisting of an Exec-

utive Board and between the Executive Board and the Supervi-

conflicts of interest without delay and to inform the other Exec-

utive Board and a Supervisory Board. Their roles and authority,

sory Board. In an allocation of responsibilities plan, the Supervi-

utive Board members of these.

as well as the requirements for their working methods and com-

sory Board sets out the members of the Executive Board

position, are essentially based on the German Stock Corporation

responsible for the individual Executive Board areas. As the head

Members of the Executive Board are initially appointed for a

Act (AktG), the Articles of Association of GRAMMER AG and

of Human Resources, the HR Director is appointed in accordance

period of no more than three years. However, the Supervisory

the Rules of Procedure. GRAMMER AG's Articles of Association

with section 33 of the German Codetermination Act (MitbestG).

Board assesses each individual case on the basis of its own

and the Rules of Procedure for the Supervisory Board can be

Each member of the Executive Board manages his or her assigned

merits to determine the appropriate initial period of appointment.

found online at https://www.grammer.com/en/investor-relations/

area on their own responsibility; business of particular ­

corporate-governance/

GRAMMER Annual Report 2023

Corporate Governance Declaration

85

GRAMMER Annual Report 2023

Corporate Governance Declaration

86

financial report with the Executive Board. The Audit Committee

After studying economics, Ms. Dagmar Rehm spent many years

The members of the Personnel and Mediation Committee in the

also deals with sustainability reporting. In addition, the Audit Com-

in commercial executive positions and CFO roles. She has been

reporting year were:

mittee is also responsible for monitoring compliance with legal

Chairwoman of the Audit Committee at Koenig & Bauer AG for

provisions, official regulations and internal company policies. It

several years and so has particular knowledge and experience

• Gabriele Sons (Chairwoman)

also handles the Company's risk monitoring system and monitors

in auditing. She also has a sound understanding of the require-

• Dr. Martin Kleinschmitt

the appropriateness and effectiveness of its internal control

ments of sustainability reporting. Ms. Rehm is also independent.

• Udo Fechtner (since October 1, 2023)

system, the risk management system and the internal auditing

• Martin Heiß

system. The Audit Committee prepares the Supervisory Board's

Dr. Martin Kleinschmitt trained as a banker and studied law before

• Horst Ott (until September 30, 2023)

proposal to the Annual General Meeting regarding the choice of

also working as a CFO for many years. He is a member of the

auditor and issues a recommendation to the Supervisory Board

Executive Board at Noerr Consulting AG, as part of which he

The main task of the Strategy Committee is to advise the Exec-

accordingly. Following the resolution by the Annual General

advises companies on finance issues and takes responsibility

utive Board on the Company's ongoing strategic development in

Meeting,­

the Audit Committee issues the audit engagement to

for commercial management, and so he has particular knowledge

relation to the corporate strategy and projects of strategic rele-

the auditor and monitors the audit of the financial statements

and experience in the application of accounting principles and

vance and to monitor their implementation.

and the selection, independence, qualifications, rotation and

internal control and risk management systems.

efficiency of the auditor and the services provided by the auditor.

The Strategy Committee's members in the reporting year were:

It regularly assesses the quality of the audit. The Chair of the

The Personnel and Mediation Committee deliberates on the

Audit Committee also maintains regular dialog with the auditor

Supervisory Board's personnel decisions in an advisory and pre-

• Prof. Dr. Birgit Vogel-Heuser (Chairwoman)

outside meetings. The Audit Committee regularly consults with

paratory capacity, chiefly regarding the appointment and removal

• Dr. Martin Kleinschmitt

the auditor without the presence of the Executive Board.

of Executive Board members (including concluding, amending,

• Udo Fechtner (since October 1, 2023)

extending and terminating Executive Board contracts), the remu-

• Martin Heiß

The Audit Committee's members in the reporting year were:

neration system for the Executive Board, total compensation for

• Horst Ott (until September 30, 2023)

the individual members of the Executive Board and the prepara-

• Dagmar Rehm (Chairwoman)

tion of the remuneration report. When making proposals for initial

The Nomination Committee has the task of proposing to the

• Dr. Martin Kleinschmitt

appointments, the committee takes into account the fact that

Supervisory Board suitable shareholder representatives for elec-

• Andrea Elsner

the period of appointment should not generally exceed three

tion to the Supervisory Board at the Annual General Meeting. As

• Antje Wagner

years. When proposing potential members of the Executive Board,

well as the required knowledge, skills and professional experi-

the committee considers their professional suitability, interna-

ence, the objectives designated by the Supervisory Board for its

Under the German Stock Corporation Act, at least one member

tional experience and leadership qualities, the age limit set for

composition and the competence profile drawn up for the entire

of the Supervisory Board must be an expert in the area of

Executive Board members, long-term succession planning and

Supervisory Board should be taken into account when proposing

accounting and at least one additional member of the Supervi-

diversity. In addition, the Personnel and Mediation Committee

candidates. When determining its composition, the Supervisory

sory Board must be an expert in auditing. With Dagmar Rehm as

consults regularly about long-term succession planning for the

Board should, in particular, suitably consider the Company's inter-

Chairwoman, the Supervisory Board and its Audit Committee

Board of Management. The Personnel and Mediation Committee

national activities, the age limit specified and diversity. Attention

have a member who is an expert in auditing and, with Dr. Martin

decides on the approval of an Executive Board member's sideline

must be paid to ensuring appropriate representation of women

Kleinschmitt, they both have a member with accounting exper-

activities and whether and to what extent any remuneration is

and men in accordance with the statutory gender representation

tise.

to be taken into account.

requirements and to ensuring that the members of the Supervi-

sory Board as a whole are familiar with the sector in which the

Company operates.

GRAMMER Annual Report 2023

Corporate Governance Declaration

87

The Nomination Committee's members in the reporting year were:

including the committees, are considered effective and efficient.

ing that the target was exceeded. Regardless of this, giving con-

There was no evidence that fundamental changes are needed,

sideration to women is a material aspect of the Supervisory

• Gabriele Sons (Chairwoman)

although the board's strategic work in particular should be further

Board's long-term succession planning for the Executive Board.

• Prof. Dr. Birgit Vogel-Heuser

strengthened and sustainability monitoring expanded. Individual

It considers the Company's executive planning and takes

• Jürgen Kostanjevec

recommendations for action to further optimize the work of the

account of diversity. In the reporting year, the Supervisory Board

Supervisory Board are also taken on board and implemented

set a minimum target of 33% for the share of women on the

The Chairman's Committee's task is to assist the Chairman of the

throughout the year.

Executive Board by December 31, 2028. This becomes effective

Supervisory Board in the performance of his duties, particularly

from January 1, 2024.

the preparation of the meetings and the coordination of the

5.

Targets within the meaning of section 76(4) AktG for the

Supervisory Board's activities as well as the preparation of the

representation of women in the two management levels

There were five women and seven men on the Supervisory Board

resolutions to be passed by the Supervisory Board.

below the Executive Board; disclosure on compliance

in the reporting year, in line with statutory minimum representa-

with minimum quota requirements in the composition of

tion requirements pursuant to section 96(2) AktG.

The Chairman's Committee's members in the reporting year were:

the Executive Board and the Supervisory Board

When filling management positions within the Company, the Exec-

6.

Diversity policy for the Executive Board and long-term

• Dr. Martin Kleinschmitt

utive Board pays attention to diversity and strives, in particular,

succession planning

• Udo Fechtner (since October 1, 2023)

to give appropriate consideration to women and an international

When selecting members of the Executive Board, the Supervisory

• Horst Ott (until September 30, 2023)

background. In line with statutory requirements in Germany, the

Board looks at their personal suitability, integrity, the presence of

Executive Board has set targets for the share of women at GRAM-

convincing leadership qualities, international experience, profes-

Further details of the working methods and composition of the

MER AG in the two management levels below the Executive Board

sional qualifications for the area of responsibility to be taken on,

Supervisory Board and its committees are based on the Rules of

within the meaning of section 76(4) AktG of 15% for the first man-

past performance, knowledge of the Company and ability to adapt

Procedure for the Supervisory Board, which are publicly available

agement level below the Executive Board and 20% for the sec-

business models and processes in a changing world.

at https://www.grammer.com/en/investor-relations/corpo-

ond level below the Executive Board by September 30, 2025. As

rate-governance.html.

of December 31, 2023, 16.7% of those employed at the first man-

Diversity is an important selection criterion when Executive Board

agement level below the Executive Board and 13.2% at the sec-

positions are filled and also includes aspects such as age, gender

Supervisory Board self-assessment

ond level were women. This is higher than the target set for the

and educational and professional background. When selecting

The Supervisory Board and its committees regularly review, either

first management level, although the target for the second man-

members of the Executive Board, the Supervisory Board also con-

internally or with the involvement of external advisors, how effec-

agement level below the Executive Board was not achieved as

siders the following aspects in particular:

tively the Supervisory Board as a whole and its committees are

of December 31, 2023. This was primarily because, despite con-

• In addition to the specific technical knowledge and manage-

performing their duties. With the assistance of an external advisor,

certed efforts to change this, there were often no or no suitable

ment and leadership experience required for the task in

the Supervisory Board conducted a self-assessment in the 2023

applications received from women and so men were typically

question, the members of the Executive Board should pos-

financial year that incorporated the perspectives of the Audit Com-

hired to fill vacancies.

sess as broad a range of knowledge and experience as pos-

mittee, the Strategy Committee, the Personnel and Mediation Com-

sible as well as educational and professional backgrounds.

mittee and the Executive Board and discussed its findings and

As the Executive Board of GRAMMER AG had two members in

• With a view to the Company's international orientation, the

resulting measures at its meeting on November 14, 2023.

the financial year, the minimum quota requirement of section

composition of the Executive Board should take into account

76(3a) AktG does not apply. In accordance with section 111

international profiles in the sense of different cultural back-

The overall result of the 2023 self-assessment was very high and

(5) AktG, in 2020 the Supervisory Board set the target of 33%

grounds or international experience.

better than in the previous year, confirming the constructive col-

for the share of women on the GRAMMER AG Executive Board by

• The Executive Board as a whole should have experience in

laboration within the Supervisory Board and with the Executive

December 31, 2023. The Executive Board of GRAMMER AG com-

the business segments that are important for GRAMMER,

Board. The composition and structure of the Supervisory Board,

prised one woman and one man in the 2023 financial year, mean-

particularly the industrial and automotive sectors.

GRAMMER Annual Report 2023

Corporate Governance Declaration

88

• The Executive Board as a whole should have many years of

national experience. The Executive Board as a whole possesses

Shareholder representatives on the Supervisory Board are nom-

experience in research and development, technology, pur-

all the knowledge and experience considered essential in view

inated by the Supervisory Board and elected by the Annual Gen-

chasing, production and sales, finance, as well as legal mat-

of GRAMMER's activities. The Executive Board as a whole has

eral Meeting. Employee representatives on the GRAMMER AG

ters (including compliance) and human resources.

experience in the business segments that are important for

Supervisory Board are elected in accordance with the provisions

• Diversity also refers to gender diversity. The minimum quota

GRAMMER. Appropriate consideration is given to women. The

of the German Codetermination Act and comprise four employee

requirement of section 76(3a) AktG does not currently apply

target of 33% set by the Supervisory Board was exceeded last

representatives from the company, including one senior execu-

to the Executive Board of GRAMMER AG. When Executive

year. The Executive Board has a female member, Jurate Keblyte.

tive and two trade union representatives. The Supervisory Board

Board positions are filled, the target set by the Supervisory

No member of the Executive Board is currently older than 63.

does not have any statutory nomination rights in the election of

Board in accordance with section 111(5) AktG for the repre-

employee representatives to the Supervisory Board. In view of

sentation of women on the Executive Board must be taken

Long-term succession planning for the Executive Board

this and the recommendations and suggestions of the German

into account. The Supervisory Board has set a minimum

Together with the Executive Board, the Supervisory Board is

Corporate Governance Code (the Code), the following skills profile

target of 33% for the representation of women on the Exec-

responsible for long-term succession planning for the Executive

is to be taken into account for the composition of the Supervisory

utive Board.

Board and is supported here in a preparatory capacity by the

Board and when proposing Supervisory Board candidates to the

• It is considered helpful to have different age groups repre-

Personnel and Mediation Committee. In addition to the require-

Annual General Meeting.

sented on the Executive Board. In accordance with the rec-

ments of the German Stock Corporation Act and the recommen-

ommendations of the German Corporate Governance Code,

dations of the Code and the Rules of Procedure, long-term suc-

Competence profile

the Supervisory Board has set an age limit for the members

cession planning takes into account the target set by the

Based on their knowledge, skills and experience, the candidates

of the Executive Board. Consequently, persons appointed

Supervisory Board for the representation of women on the Exec-

proposed for election to the Supervisory Board should be able to

to the Executive Board should not be older than 63 at the

utive Board as well as the criteria defined in the diversity policy

perform the duties of a Supervisory Board member in an inter-

time of their initial or reappointment.

adopted by the Supervisory Board for the composition of the

nationally active and capital market-oriented company and safe-

Executive Board. Taking into account the specific qualification

guard the GRAMMER Group's public reputation. Particular atten-

A decision on filling a specific position on the Executive Board is

requirements and the aforementioned criteria, the Personnel

tion should be paid to the personality, integrity and commitment

always based on the interests of the Company, taking into account

and Mediation Committee prepares an ideal profile, on the basis

of the proposed candidates here. The aim is for the Supervisory

all the circumstances of the individual case.

of which it draws up a shortlist of available candidates. Struc-

Board as a whole to possess all the knowledge and experience

tured interviews are conducted with these candidates. A rec-

considered essential in view of GRAMMER's activities.

Implementation of the diversity policy for the Executive Board

ommendation is then submitted to the Supervisory Board. If

in the last financial year

required, the Supervisory Board and/or the Personnel and Medi-

As well as experience in management and leadership, this also

The diversity policy for the Executive Board is implemented as

ation Committee are supported by external consultants in the

includes strategy, market development, business development

part of the appointment process. The Supervisory Board and/or

definition of job profiles and the selection of candidates.

and corporate development and organization. Industry and sec-

the Personnel and Mediation Committee observe the require-

tor knowledge in business segments specific to GRAMMER, a

ments set out in the diversity policy for the Executive Board when

7.

Objectives for the composition, competence profile and

knowledge of operations and operational excellence, new tech-

selecting candidates or proposing candidates for appointment

diversity policy for the Supervisory Board

nologies, products and services and digitalization, IT and soft-

to the Executive Board.

The Supervisory Board of GRAMMER AG should be composed in

ware are also important. Experience in sales, marketing, human

such a way as to ensure that the Executive Board receives

resources and new work is also considered relevant.

In its current composition, the Executive Board meets all require-

qualified supervision and advice from it. In this context, the

ments of the diversity concept. The members of the Executive

complementary interaction of members with different personal

The Supervisory Board has also made a commitment to further

Board possess a broad range of knowledge and experience, as

and professional backgrounds as well as diversity in terms of

developing its ESG and sustainability expertise. Extensive

well as educational and professional backgrounds and have inter-

internationality, age and gender is considered helpful.

knowledge of legal, compliance and corporate governance

GRAMMER Annual Report 2023

Corporate Governance Declaration

89

issues and experience on (other) advisory or supervisory

Supervisory Board has a sufficient number of members with

The Supervisory Board believes that its current composition

boards are also considered key criteria by the Supervisory Board

international experience.

meets the targets with respect to composition and fulfills the

in determining its composition.

competence profile and diversity policy. The members of the

In accordance with the German Stock Corporation Act (AktG),

Supervisory Board have the professional and personal qualifi-

Knowledge of the following areas are particularly relevant for

the Supervisory Board must be composed of at least 30%

cations deemed necessary. The members of the Supervisory

members of the Audit Committee but also for the Supervisory

women and 30% men.

Board as a whole are familiar with the sector in which the Com-

Board as a whole: Control systems (CMS, RMS, ICS and internal

pany operates and possess the knowledge, skills and experi-

audit), accounting, financial statement auditing, restructuring

Independence

ence considered necessary for GRAMMER in these areas, in

and transformation and financing and capital markets. Under the

The Supervisory Board should have an appropriate number of

particular management and leadership, strategy, market and

German Stock Corporation Act, at least one member of the Super-

independent members (according to its own definition of appro-

corporate development, human resources, ESG and sustain-

visory Board must be an expert in the area of accounting and at

priate), taking into account the shareholder structure. The Super-

ability, legal issues, compliance and corporate governance,

least one additional member of the Supervisory Board must be

visory Board defines independence on the basis of the German

restructuring and transformation, and have experience on

an expert in auditing. Expertise in the area of accounting should

Corporate Governance Code. More than half of the shareholder

(other) advisory or supervisory boards. Some of the Supervisory

take the form of particular knowledge and experience in the appli-

representatives should be independent of the Company and the

Board members work internationally or have many years of

cation of accounting principles and internal control and risk man-

Executive Board. Significant conflicts of interest that are not

international experience. Diversity is duly taken into account in

agement systems and expertise in auditing in the form of partic-

merely temporary should be avoided. No more than two former

the composition of the Supervisory Board. The Supervisory

ular knowledge and experience of auditing. Accounting and

members of GRAMMER AG's Executive Board are permitted to

Board had five female members in the reporting year, including

auditing also include sustainability reporting and auditing of this

hold seats on the Supervisory Board. The members of the Super-

three shareholder representatives and two employee repre-

reporting. The Chairman of the Audit Committee should be knowl-

visory Board should have sufficient time to exercise their man-

sentatives. The share of Women on the Supervisory Board is

edgeable and independent in at least one of the two areas.

date with the requisite regularity and diligence.

therefore 41.7%. The shareholder representatives believe that

all six shareholder representative members are independent

Which of the desirable skills on the Supervisory Board is to be

Age limit

within the meaning of the Code. The defined age limit is observed.

strengthened should be determined whenever a new candidate

In accordance with the age limit specified by the Supervisory

is to be elected to the Supervisory Board.

Board, only persons who are no older than 70 years of age at the

The implementation status of the competence profile for the

time of being elected or re-elected are proposed for election as

Supervisory Board is shown below in the form of a qualification

Diversity

members of the Supervisory Board.

matrix.

Sufficient diversity should be ensured in the composition of the

Supervisory Board. In addition to the appropriate representation

Implementation of the objectives for the composition, compe-

of both genders, this also includes diversity with regard to the

tence profile and diversity policy for the Supervisory Board in

age structure, nationality, international experience and the

the last financial year; independent members of the Supervi-

diversity of educational and professional backgrounds, expe-

sory Board

rience and ways of thinking. When considering potential can-

Supervisory Board as well as its Nomination Committee, take

didates for by-election or replacement for positions on the

into account the objectives for the composition of the Supervi-

Supervisory Board that become vacant, the aspect of diversity

sory Board and the requirements set out in the diversity policy

should be given appropriate consideration at an early stage of

during the selection process and the nomination of candidates

the selection process. With a view to the Company's interna-

for the Supervisory Board.

tional orientation, it should be ensured in particular that the

GRAMMER Annual Report 2023

Corporate Governance Declaration

90

Dr. Martin

Dr.-Ing. Ping

Jürgen

Dagmar

Gabriele

Prof. Dr.-Ing. Birgit

Kleinschmitt

He

Kostanjevec

Rehm

Sons

Vogel-Heuser

Member since/elected until

2022/2025

2020/2025

2020/2025

2022/2025

2020/2025

2017/2025

Supervisory Board

Chairman

Member

Member

Member

Member

Member

Audit Committee

Member

Chairwoman

Function

Nomination Committee

Member

Chairwoman

Member

Personnel and Mediation Committee

Member

Chairwoman

Strategy Committee

Member

Chairwoman

Chairman's Committee

Member

Independence

Independence according to DCGK

yes

yes

yes

yes

yes

yes

Sex

male

male

male

female

female

female

Age cluster

56 - 65

66 - 75

56 - 65

56 - 65

56 - 65

56 - 65

Diversity

Nationality

German

Chinese

German

German

German

German

International Experience













Educational background

Lawyer

Engineer

Engineer

Economist

Lawyer

Engineer

Management/Leadership











Strategy / Market Development / Business

Devel.









Corporate development and -organization











Industry and sector knowledge

in GRAMMER business segments

(global perspective)







Professional

Operations / Operational Excellence





New technologies, products and services





competences

Digitalization / IT / Software





Sales / Marketing





Human Resources/New Work





ESG / Sustainability











Legal / Compliance / Corporate Governance









Control systems

(CMS, RMS, ICS, internal audit)







GRAMMER Annual Report 2023

Corporate Governance Declaration

91

GRAMMER Annual Report 2023

Corporate Governance Declaration

92

Udo

Klaus

Andrea

Martin

Peter

Antje

Fechtner

Bauer

Elsner

Heiß

Kern

Wagner

Member since/elected until

2023/2025

2020/2025

2015/2025

2015/2025

2020/2025

2019/2025

Supervisory Board

Deputy Chairman

Member

Member

Member

Member

Member

Audit Committee

Member

Member

Function

Nomination Committee

Personnel and Mediation Committee

Member

Member

Strategy Committee

Member

Member

Chairman's Committee

Member

Independence

Independence according to DCGK

-

-

-

-

-

-

Sex

male

male

female

male

male

female

Age cluster

56 - 65

46 - 55

36 - 45

46 - 55

56 - 65

56 - 65

Diversity

Nationality

German

German

German

German

German

German

International Experience

Data processing

Educational background

Toolmaker

Engineer

Industrial clerk

clerk

Building fitter

Lawyer

Management/Leadership











Strategy / Market Development / Business

Devel.



Corporate development and -organization



Industry and sector knowledge

in GRAMMER business segments

(global perspective)









Professional

Operations / Operational Excellence





New technologies, products and services



competences

Digitalization / IT / Software



Sales / Marketing



Human Resources/New Work











ESG / Sustainability



Legal / Compliance / Corporate Governance





Control systems

(CMS, RMS, ICS, internal audit)



GRAMMER Annual Report 2023

Corporate Governance Declaration

93