The Supervisory Board of Aurubis AG

The Supervisory Board performed the functions incumbent upon it by law and the Articles of Association during the entire fiscal year. It advised the Executive Board in the company’s management and monitored the corporate governance of the company. The Supervisory Board was directly included in all decisions of fundamental importance for the company. You can find detailed information about the work of the Supervisory Board in the past fiscal year here:

• Supervisory Board report (excerpt from the Annual Report 2021/22)

The Supervisory Board has established a concept for the composition of the Supervisory Board. The concept includes goals for the composition of the Supervisory Board, the skills profile, and a diversity concept. The concept is availaible for downloadhere.

The Supervisory Board considers it to be part of good corporate governance to disclose participation in meetings of the full Supervisory Board and Supervisory Board committees on an individual basis.

• Meeting participation (excerpt from the Annual Report 2021/22)

The structure and amount of compensation for the Supervisory Board is determined by the shareholders at the Annual General Meeting and is governed by the Articles of Association. Compensation is not based on performance. The Chairman and the members of the Supervisory Board receive a purely fixed compensation. Additional compensation is granted for participation in a committee.

The individual compensation of Supervisory Board members is compiled in the Compensation Report of the Annual Report.

• Compensation Report for the Supervisory Board (excerpt from the Annual Report 2021/22)

Statute

§ 12

1. Each member of the Supervisory Board shall receive, in addition to the reimbursement of expenses incurred while exercising his office, a fixed compensation of € 75,000.00 per fiscal year. The Chairman of the Supervisory Board shall receive three times this amount and his Deputy twice this amount.

2. Supervisory Board members who belong to the Personnel Committee and/or the Audit Committee of the Supervisory Board shall receive an additional fixed compensation of € 15,000 per fiscal year per committee. Supervisory Board members who belong to the other Supervisory Board committees receive an additional fixed compensation of € 7,500 per fiscal year per committee. Supervisory Board members who chair a Supervisory Board committee shall receive twice this amount per fiscal year per committee chairmanship.

3.固定薪酬委员会成员in accordance with paragraph 2 shall be limited to € 25,000.00 per fiscal year for each member of the Supervisory Board. The limit shall be € 50,000 per fiscal year for each committee chairman.

4. The compensation in accordance with paragraphs 1 and 2 shall be payable on the day after the Annual General Meeting when the resolution is passed on the exoneration of the members of the Supervisory Board for the respective fiscal year.

5. In addition, the members of the Supervisory Board and its committees shall receive an attendance fee of € 1,000.00 for each meeting that they attend in person, via telephone, via video conference or via similar participation.

6. Furthermore, members of the Supervisory Board shall receive the value added tax payable on their compensation and on the reimbursement of their expenses.

7. Supervisory Board members who have only served on the Supervisory Board or one of its Committees for part of a fiscal year shall receive compensation in accordance with the period that they have served.

8. Members of the Supervisory Board shall be entitled to compensation in the amount resulting from the current version of this § 12 for the first time for the fiscal year commencing on 1 October 2015.

9. In its own interests, the Company shall maintain third party liability insurance against pecuniary loss for its Boards and Management with reasonable retentions taking the legal provisions into account, in which the Supervisory Board members are also included and are insured at the expense of the Company.

You can find the notifications currently subject to disclosure requirements here.

In accordance with Art. 19(1) subparagraph 2 MAR, members of the Executive and Supervisory Boards of a public company as well as closely related persons must notify the company and the Federal Authority for Financial Services Supervision (BaFin) about the purchase and sale of shares in the company or related financial instruments. The companies are obligated to publish this information. Insignificant purchase and sales transactions (under € 5,000 per calendar year, from January 1, 2020 below € 20,000.00) are exempt from this disclosure obligation.

Notifications pursuant to Section Art. 19(1) subparagraph 2 MAR

Please download the latest version of the Rules of Procedure of the Supervisory Board of Aurubis AGhere.

The Audit Committee is primarily responsible for issues of accounting, risk management, the internal control system, and compliance. It also discusses the financial reports with the Executive Board prior to their publication. Other important focuses are the required independence of the auditors, the appointment of the auditors, the determination of the focuses of the audit, and the agreement of the fee. Furthermore, the committee recommends a resolution to propose the auditor to the Annual General Meeting as well as the approval of the annual and consolidated financial statements.

Members:

Shareholder side:
Dr. Stephan Krümmer (Chairman)
Katrin Dahnke
Dr. Sandra Reich

新兴市场ployee side:
Jan Koltze
Dr. Elke Lossin
Deniz Filiz Acar

The Personnel/Remuneration Committee is responsible for preparing the appointment of Executive Board members as well as for representing the company to the members of the Executive Board. It handles all personnel matters of the Executive Board members, including approving the acceptance of mandates with other companies. It also concerns itself with the achievement of goals by Executive Board members, prepares the review of the compensation system for the Executive Board, and, in the process, handles the setting of goals for variable compensation.

Members:

Shareholder side:
Prof. Dr. Markus Kramer (Chairman)
Gunnar Groebler
Dr. Sandra Reich
Prof. Dr. Fritz Vahrenholt

新兴市场ployee side:
Deniz Filiz Acar
Christian Ehrentraut
Jan Koltze
Stefan Schmidt

The Nomination Committee proposes suitable candidates to the Supervisory Board, whom it in turn may propose to the Annual General Meeting for the election of Supervisory Board members. In addition, the Nomination Committee develops specific goals for the composition of the Supervisory Board as well as job profiles for shareholder representatives.

Members:

Kathrin Dahnke (Chair)
Gunnar Groebler
Prof. Dr. Markus Kramer
Dr. Stephan Krümmer

The Conciliation Committee, which is prescribed by Section 27 (3) of the Codetermination Act, meets only if the required two-thirds majority of votes is not reached for the appointment of a member of the Executive Board or the revocation of the appointment. The committee must submit a corresponding proposal to the Supervisory Board within a month.

Members:

Shaerholder side:
Prof. Dr. Fritz Vahrenholt (Chairman)
Gunnar Groebler

新兴市场ployee side:
Jan Koltze (Deputy Chairman)
Dr. Elke Lossin

Members:

Shareholder side:
Prof. Dr. Fritz Vahrenholt(Chairman)
Dr. Stephan Krümmer
Gunnar Groebler

新兴市场ployee side:
Christian Ehrentraut
Stefan Schmidt
Daniel Mrosek

Members:

Shareholder side:
Fritz Vahrenholt (Chairman)
Gunnar Groebler

新兴市场ployee side:
Dr. Elke Lossin
Jan Koltze