Managing directors of the RENK Group
For RENK, corporate governance means responsible, fair and reliable action for all corporate divisions, the Supervisory Board, the Executive Board through to all stakeholders. It also includes transparent documentation and communication as well as a trust-based cooperation that builds on our corporate values. The Executive Board sets a good example in this respect.
The Managing Directors of the RENK Group
Members of the Supervisory Board
Claus von Hermann (Chairman)
Investment Advisory Professional, Co-Head DACH
Member of the Investment Advisory Committee at Triton Partners, Frankfurt am Main, Germany (employed by Triton Beratungsgesellschaft GmbH)
Horst Ott¹
District manager of IG Metall Bavaria
Swantje Conrad²
Non-Executive Director and member of the Audit and Nomination Committeesof CT Private Equity Trust PLC
Non-Executive Director and Chair of the Audit Committee of TeamViewer SE
Sascha Dudzik¹
First Authorised Representative and Treasurer of IG Metall, Hanover
Cécile Dutheil
Head of Human Capital Portfolio at Triton Partners, Frankfurt am Main, Germany
(employed by West Park Management Services Germany GmbH)
Lothar Evers¹
Works Council Chairman RENK GmbH, Rheine Plant
Deputy Chairman of the General Works Council of the RENK GmbH
Johannes Meier
Investment Advisory Professional at Triton Partners, Frankfurt am Main
(employed by Triton Beratungsgesellschaft GmbH)
Adela Lieb¹
Head of Corporate Accounting RENK Group
Klaus Refle¹
Joint Works Council Chairman of the RENK GmbH
Works Council Chairman of the RENK GmbH, Augsburg
Works Council Chairman of the RENK Test System GmbH
Mario Sommer¹
Process Planner for Cubic Parts Production in Vehicle Transmissions division, RENK GmbH
Klaus Stahlmann²
Independent Director at Trillium Flow Technologies Holdco Ltd, United Kingdom
Chairman of the Supervisory Board of Kelvion Holding GmbH, Bochum
Dr. Rainer Martens²
Management consultant in self-employment, Rastede , Germany
¹ Employee representative
² independent members of the Supervisory Board
1. Governance structure and composition
The Executive Board of RENK GmbH consists of two members as of June 07, 2023:
- Ms. Susanne Wiegand (Chair.) (since 2021 – unlimited term of office, subject to revocation)
- Mr. Christian Schulz (since 2023 – limited term of office until 06.06.2026)
The Supervisory Board is responsible for appointing the members of the Executive Board. The composition of the Executive Board as of December 31, 2022, not only meets the criteria of professional suitability but also the mandatory 30% quota for women on the Executive Board. The Executive Board is responsible for the comprehensive management of all business of the RENK GmbH. The distribution of responsibilities among the members of the Executive Board is shown in the schedule of responsibilities, last updated in September 2022.
The highest supervisory body of RENK GmbH is the Supervisory Board, which is mandatory under the provisions of the German Codetermination Act applicable to RENK GmbH, see section 6 (1) in conjunction with section 1 (1) no. 2 MitbestG.
The Supervisory Board is required to elect a Chairman and at least one Deputy Chairman from among its members in case the Chairman is unable to attend, see Section 25 (1) first sentence no. 2, 27 MItbestG in conjunction with section 107 AktG.
The formation of committees as part of the Supervisory Board is an essential component of effective organization. In accordance with the provisions of section 27 (3) MitbestG, the Supervisory Board of RENK GmbH has formed a (mandatory) Mediation Committee comprising the Supervisory Board Chairman and his elected deputy, plus one Supervisory Board member each from the stockholders and one Supervisory Board member from the employees as elected members with a majority of the votes cast. The central task of the Mediation Committee is to perform the duties described in section 31 (3) first sentence, i.e., to submit a proposal for the appointment of members of the Executive Board in the event that the two-thirds majority of Supervisory Board votes required under the Codetermination Act for the election of an Executive Board member is not obtained.
Under the statutory provisions applicable to RENK GmbH, the formation of further committees is possible but not mandatory. Pursuant to Art. 107 AktG, the Supervisory Board may appoint one or more committees from among its members, namely to prepare its discussions and resolutions or to monitor the execution of its resolutions. In particular, it may appoint an Audit Committee to monitor the accounting process, the effectiveness of the internal control system, the risk management system and the internal auditing system, as well as the audit of the financial statements, in particular the selection and independence of the auditor, the quality of the audit and the additional services provided by the auditor. As things stand at present, the establishment of an Audit Committee within the Supervisory Board is under discussion.
The Supervisory Board of RENK GmbH is composed exclusively of non-executive members. Pursuant to section 6 (2) MitbestG in conjunction with section 105 (1) AktG, it is generally prohibited for a Supervisory Board member to also be a member of the company's Executive Board. In accordance with the provisions of the Codetermination Act, the Supervisory Board of RENK GmbH consists of twelve members. The number of members is divided into six stockholder representatives and six employee representatives, see section 7 (1) first sentence, no. 1 MitbestG.
As of December 31, 2022 the Supervisory Board is composed of the members, see "Members of the Supervisory Board", with the six employee representatives marked with an "*". According to the German Corporate Governance Code, the Supervisory Board shall include an appropriate number of independent members on the shareholder side in their estimation. However, the German Corporate Governance Code is aimed directly at listed companies only. For non-capital market-oriented companies – such as RENK GmbH – the Code's recommendations and suggestions are intended merely as a guide. Consequently, this Code does not apply directly to RENK GmbH, but it does serve as a guide to corporate governance. According to the Code rules, a Supervisory Board member is independent of the controlling stockholder if he or she or a close family member is neither a controlling stockholder, nor a member of the controlling stockholder's executive body, nor has a personal or business relationship with the controlling stockholder that could constitute a material and not merely temporary conflict of interest.
For the composition of the Mediation Committee, reference is made to the legal requirements cited above.
2. Nomination and selection of the highest governance body
The twelve members of the Supervisory Board are appointed in accordance with the provisions of the German Codetermination Act, see section 8 following MitbestG in conjunction with the provisions of the German Stock Corporation Act. The Supervisory Board members representing the stockholders are elected by the stockholders' meeting responsible at RENK GmbH upon proposal and in compliance with the statutory requirements for Supervisory Board members. The employee representatives on the Supervisory Board are elected directly and by secret ballot on the basis of election proposals in accordance with the principles of proportional representation. In the Supervisory Board with codetermination, a binding quota of 30% women has also been set, which is also met in line with the current Supervisory Board membership.
When electing Supervisory Board members, the first rule is that each member must meet the statutory requirements (e.g. § 6 Abs. 2 MitbestG in conjunction with § 100 AktG). In addition, different qualifications as well as technical and specialized knowledge relevant for the Supervisory Board activity are decisive. Diversity aspects are also included in the assessment. Even after election, the Supervisory Board itself regularly reviews its composition and ensures that its members undergo further training within certain periods of time.
3. Chairman of the highest Supervisory Body
Mr. Claus von Hermann was elected Chairman of the Supervisory Board from among its members. In accordance with the Articles of Association, the term of office of the Chairman corresponds to his term of office as a member of the Supervisory Board. Apart from his Supervisory Board position, Mr. Claus von Hermann is not an executive at RENK GmbH.
4. Roles and responsibility
From fiscal year 2022, the Supervisory Board will regularly review the development of the ESG strategy, the targets and the achievement of targets.
The Sustainability Strategy 2025 was noted in support at the Supervisory Board meeting in 12/2022. The shareholder representatives on the Supervisory Board work closely with the sole shareholder in monitoring due diligence. The processes as well as the setting and achievement of targets are regularly reviewed by the Supervisory Board.
The RENK Group is publishing a sustainability report for the first time for fiscal 2022. This sustainability report was submitted to the Supervisory Board at its meeting from 04/2023. The report is certified with limited assurance by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.
The Supervisory Board's regular consideration of ESG issues (irrespective of whether they are to be classified as critical) is ensured in that it is a defined "focus topic" of a meeting in accordance with the schedule for the Supervisory Board's meeting year and is always prioritized on the agenda of meetings in the event of urgent issues.
The Executive Board has delegated operational management of the ESG program to the heads of Corporate Development, Quality Management, Legal & Compliance and Human Resources. At its meeting in 12/2022, the Supervisory Board was noted the ESG strategy in support and was kept continuously informed of the project's progress throughout fiscal year 2022 as it was being developed. The Supervisory Board will also be regularly informed about the progress of the ESG program from fiscal year 2023.
5. Conflicts of interest
The prevention and handling of conflicts of interest is anchored both within the Executive Board and within the Supervisory Board of RENK GmbH through appropriate processes and measures. For the handling of conflicts of interest, RENK GmbH relies, among other things, on the requirements of the German Corporate Governance Code. According to this code, every Supervisory Board member must immediately disclose any conflicts of interest to the Supervisory Board Chairman, as Supervisory Board members may not pursue personal interests in the course of their decisions, nor may they take advantage of business opportunities to which the Company is entitled for their own benefit. The Supervisory Board also reports to the shareholders' meeting on any conflicts of interest that have arisen and how they have been dealt with. Material conflicts of interest in the person of a Supervisory Board member that are not merely temporary will result in the termination of the mandate. However, no conflicts of interest arose in the Supervisory Board in fiscal year 2022.
6. Critical concerns
Critical matters affecting the company or the corporate structure are referred to the Supervisory Board as the highest regulatory body. The Executive Board informs the Supervisory Board regularly and promptly, both written and verbally, inside and outside meetings, about all aspects of importance to the company: in particular about the development of the business and financial situation and fundamental issues of corporate strategy and planning, and ultimately also about the risk situation and development. The Supervisory Board is therefore always able to assure itself as to the legality, regularity, expediency and economic efficiency of the management of the company. In this way, the Supervisory Board is closely involved at an early stage in all decisions of importance to the company, including critical matters.
The regular consideration of ESG issues by the Supervisory Board (irrelevant of whether they are to be classified as critical) is ensured by the fact that, in accordance with the schedule for the year in which the Supervisory Board meets, it is a defined "focal topic" of a meeting and, in the case of urgent issues, is always included on the agenda of meetings as a matter of priority.
7. Performance evaluation
Since the German Corporate Governance Codex is not directly applicable to RENK GmbH, there is in principle no explicit (legal) obligation to evaluate the Supervisory Board's performance. Nevertheless, the Supervisory Board of RENK GmbH regularly reviews the effectiveness of its supervisory board activities in order to determine whether the established internal organization and the existing set of rules are proving their worth in practice. To monitor and improve the Supervisory Board's activities, an efficiency review is therefore conducted every two years. The efficiency review is carried out by means of a written survey of all Supervisory Board members on various topics and on the opportunity to make suggestions for improvement.
The efficiency review itself is conducted every two years. The last assessment in 2022 was carried out by means of an independent evaluation by all members of the Supervisory Board.
Once the efficiency review had been completed and evaluated, the results were presented and discussed at the subsequent Supervisory Board meeting. Measures to improve the Supervisory Board's activities will be taken as a follow-up to this.
