Cooperation, composition and activities of the Managing Board and Supervisory Board
The Managing Board and Supervisory Board cooperate closely for the benefit of the Group. Their shared objective is to increase the enterprise value in the long term. The Managing Board regularly informs the Supervisory Board in a timely manner and in detail on issues of importance for the Group concerning strategy, planning, business development, the risk position, risk management and compliance. Deviations from targets and budgets are explained to the Supervisory Board and its committees. The strategic alignment and further development of the Group are also discussed and coordinated with the Supervisory Board.
In accordance with the German Corporate Governance Code, HUGO BOSS attaches a high level of importance to the independence of members of the Supervisory Board. The members of the Supervisory Board of HUGO BOSS have the knowledge, skills, and professional experience necessary for the respective committees. None of the current members of the Supervisory Board previously held a Managing Board position within the Group. There were also no advisory or other service agreements in place between members of the Supervisory Board and the Group in the reporting year.
In accordance with the recommendation of the German Corporate Governance Code, the Supervisory Board has also set specific targets for its composition and for the composition of the Managing Board. These targets were outlined in the Corporate Governance Report for 2011 and have not changed: the Supervisory Board should have at least two non-German members, none of the members are permitted to have potential conflicts of interest and none of the Supervisory Board members may be older than 69 years of age when they are elected (one deviation in the past from this rule was justified upon election). As regards diversity, the aim is still to have at least two women on the Supervisory Board after the scheduled elections in the year 2015 (there is currently one woman on the Board). In addition, the Supervisory Board has set itself a specific target as regards the number of “independent” members of the Supervisory Board within the meaning of the German Corporate Governance Code. Accordingly, of the twelve members of the Supervisory Board, at least eight members, including the six employee representatives, will have to be independent in future. The Supervisory Board considered two independent shareholder representatives to be sufficient in view of the shareholder structure, which is dominated by a majority shareholder.
The German Corporate Governance Code also prescribes that the Managing Board must be committed to diversity when filling management positions in the Group and specifically that women must be adequately represented. The Managing Board is committed to this objective. It already monitors the diversity of the workforce and the adequate representation of women and will continue to do so in future.
When making decisions and in performing their duties for HUGO BOSS, members of the Managing Board and Supervisory Board are not permitted to pursue their personal interests or grant other persons unjustified advantages. No members of the Managing Board or Supervisory Board had any conflicts of interest in fiscal year 2014. The offices held by the Managing Board and Supervisory Board members in statutory supervisory boards or comparable oversight committees of commercial organizations in Germany and abroad are listed in the notes under “Supervisory and Managing Board”. No member of the Managing Board sits on more than three supervisory boards of listed companies that are not members of the Group. The same applies to members of the Supervisory Board who sit on the management boards of other listed companies. Related party disclosures are provided in the notes to the consolidated financial statements.
Compensation of the managing board and Supervisory Board
The compensation report summarizes the principles underlying the total compensation of the members of the Managing Board and Supervisory Board of HUGO BOSS AG. It also explains the structure and amount of compensation paid to members of the Managing Board. In addition, it describes the principles and the amount of compensation of the Supervisory Board members. The compensation report is part of the management report. Compensation report
Publications within the meaning of sec. 15A WpHG
Transactions conducted by parties with shares of HUGO BOSS AG within the meaning of Sec. 15a WpHG [“Wertpapierhandelsgesetz”: Securities Trading Act] are also published on the Group’s website.
As of December 31, 2014, the combined number of HUGO BOSS AG shares held by all members of the Managing Board and Supervisory Board accounted for less than 1% of the shares issued by the Group.