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 representatives of the capital side and half are employee representatives. The capital 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 auditor, a managing director of an international private equity company and a managing director of an investment 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 to be 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. HSH Nordbank 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, HSH Nordbank will seek to avoid potential conflicts of interest, while also taking the rules of procedure for the Supervisory Board into due consideration, in future as well.
  3. HSH Nordbank will seek to adhere to the age limit of 68 years at the date of appointment stipulated in the Rules of Procedure for the Supervisory Board in future.
  4. HSH Nordbank will seek to maintain the proportion of representation by women at least at the current level of 20% in future as well. The Supervisory Board considers representation by women of initially 30% to be an appropriate objective.
  5. On the shareholder side, the Supervisory Board will aim to have independent members comprise at least half of its members in the future, too. (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 have fallen below the age limit of 68 years at the time of appointment in each case. The Nomination Committee also takes the objective of ensuring appropriate gender diversity levels into account when nominating new Supervisory Board members, to be elected by the Annual General Meeting, to the Supervisory Board. As a company subject to co-determination, 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”. As a result, the Supervisory Board has once again confirmed its previous target for the proportion of women on the Supervisory Board. With 37.5% female members, the Supervisory Board has already reached the target it had set itself. On the shareholder side, the proportion of women comes to 25% while on the employee side, it comes to 50%.

As part of its annual efficiency review, the Supervisory Board looked at the skills, competencies and experience within the Supervisory Board and updated its competence profile, which was prepared for the first time in 2014. The competence profile gives the Supervisory Board an overview of the 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.