Composition

HSH Nordbank’s Supervisory Board consists of 16 members, of whom – in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz) – half are shareholder representatives and half are employee representatives. The shareholder side of the Supervisory Board predominantly comprises expert representatives of the business world who are independent of the shareholders and the Bank. Four Supervisory Board members have held management positions at German and international financial institutions in the past One member is also a member of the Management Board of a credit insurance company. The Supervisory Board also includes a self-employed certified public auditor, a managing director of an international private equity company and a managing director of aninvestment holding company.
 

Section 5.4.1 of the GCGC stipulates that the Supervisory Board shall specify concrete objectives regarding its composition which, whilst considering the specifics of the enterprise, take into account the international activities of the enterprise, potential conflicts of interest, the number of independent Supervisory Board members, an age limit tobe specified for the members of the Supervisory Board and diversity. The latter objective shall, in particular, provide for an appropriate degree of female representation.

The objectives set by the Supervisory Board back in 2011 are as follows:

 

1. It will seek to continue to have at least the same number of international members on its Supervisory Board as it currently has (minimum one member).

 

2. When nominating new members to the Supervisory Board, it will also seek to avoid potential conflicts of interest in future, while also taking the rules of procedure for the Supervisory Board into consideration.

 

3. It will seek in future to adhere to the age limit of 68 years at the date of appointment stipulated in the Rules of Procedure for the Supervisory Board.

 

4. It will also seek to maintain the proportion of representation by women at least at the current level of 20 % in the future. The Supervisory Board considers an initial target of 30 % to be an appropriate proportion of women.

 

5. On the shareholder side, the Supervisory Board will also aim to have independent members comprise at least half of its members in the future. (Objective added in 2012)

 

When nominating new members, care is taken to prevent potential conflicts of interest and ensure the impartiality of the members. New members were all below the age limit of 68 years at the time of their appointment. The Nomination Committee also takes the objective of ensuring appropriate gender diversity levels into account when making proposals to the Supervisory Board regarding new members to be elected by the Annual General Meeting. As a company subject to codetermination, HSH Nordbank also falls under the scope of the German Act on Equal Participation of Women and Men in Executive Positions in the Private and the Public Sector (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern in Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst), also known as the “Quota Act”. The Supervisory Board has therefore once again confirmed its previous target for the proportion of women on the Supervisory Board. With a current proportion of women of 31.25 % the Supervisory Board has already met the target set by itself. The proportion of women employed by the shareholders is 25 %, while it is 37.5 % on the employee side. A limit for the length of service served on the Supervisory Board has consciously not been set by HSH Nordbank‘s Supervisory Board. On the one hand, the Supervisory Board considered it difficult to define such a limit and, on the other, felt it important to retain the existing expertise of some long-standing members of the Supervisory Board given HSH Nordbank‘s current situation.

Under Section 5.4.1 the Supervisory Board shall also develop a competence profile for the full Board. As part of its annual efficiency review, the Supervisory Board looked at the skills, competencies and experience within the Supervisory Board and updated its competenceprofile, which was prepared for the first time in 2014. The competence profile provides the Supervisory Board with competencies represented within the Supervisory Board. This means that, when members have to be appointed to the Supervisory Board or when the Supervisory Board is looking for suitable candidates in the future, it can draw up corresponding objectives directly to make sure that competencies are replaced/additional competencies added.Section 5.4.1 of the GCGC also provides that the Supervisory Board shall include information in the Corporate Governance report on what it considers to be an appropriate number of independent members on the shareholder side and the names of these members. Whether a Supervisory Board member is to be considered independent is determined on the basis of Section 5.4.2 of the GCGC. Under this Section a Supervisory Board member is not to be considered independent in particular if he/she has personal or business relations with the company, its executive bodies, a controlling shareholder or an enterprise associated with the latter which may cause a substantial and not merely temporary conflict of interests. HSH Nordbank‘s Supervisory Board considers it appropriate if at least half of the members of the Supervisory Board representing the shareholders are independent members. These are: Dr. Thomas Mirow, Silke Grimm, Stefan Jütte and Elke Weber-Braun.