R. STAHL AG's Supervisory Board is formed in accordance with Germany's One-Third Participation Act (DrittelbG) and consists of nine members (thereof eight positions filled currently). Three of these members are employee representatives, and the other six (thereof five positions filled currently) are shareholder representatives. Three shareholder representatives come from the family that founded the company.
The role of the Supervisory Board at R. STAHL AG is to appoint the company's Executive Board, monitor it as it conducts the company's business and advise it as needed.
The Supervisory Board meets at least five times a year to discuss current position, generally on the basis of reports drawn up by the Executive Board and preparatory documentation received before the meeting. It then passes the necessary resolutions. In 2019, the Supervisory Board held six meetings. If necessary, the Supervisory Board holds additional or extraordinary meetings. Resolutions are passed by written consent in lieu of a meeting relatively rarely, and only in particularly urgent cases. Minutes are recorded for each meeting. These are distributed to all members of the Supervisory Board, as well as the company's Executive Board (only if its members have attended). A written memorandum is made for resolutions passed by written consent.
Alongside the ongoing discussion of strategic matters, the Supervisory Board decides whether to approve the annual accounts and checks the plan for the next three years submitted to it by the Executive Board. Additionally, the Supervisory Board analyses the R. STAHL Group's operational performance, as well as attending to risk management and compliance issues.
Through face-to-face meetings as well as oral and written communication, the Executive Board regularly informs the chairman of the Supervisory Board of the company's performance and discusses any current position with the chairman. Where necessary, at the committee meeting, the chairman of the Supervisory Board reports about the results of the topics addressed in these discussions.
Every year, the chairman of the Supervisory Board must explain the role and activities of the Supervisory Board and its committees in his report to the shareholders, which is included in the annual report. In addition, it must be available for inspection at the AGM and will be read aloud on request.
In fiscal year 2018, the Supervisory Board continued to refer to the recommendations set out in the German Corporate Governance Code (DCGK) and complied with these where this seemed expedient for a company of R. STAHL AG's size for the purpose of good corporate governance. The declaration of compliance issued in December 2019 is available to shareholders on the R. STAHL AG website and in the annual report. The Supervisory Board comprises what it considers to be a sufficient number of independent members.