Management Board manages the Company independently • QSC AG is a publicly listed stock cor- poration under German law and has a dual management structure. The Management Board is res- ponsible for independently managing the Company. The Supervisory Board appoints, supervises and advises the Management Board. Members of both boards are bound solely by the interests of the Company. There were no confl icts of interest requiring disclosure in the past fi nancial year.
Two changes in Management Board in 2014 financial year • The Management Board comprised four members until 31 March 2014 and three thereafter. These were Jürgen Hermann (CEO), Bar- bara Stolz, Henning Reinecke, and Stefan Freyer (until 31 March 2014). Mr. Freyer left the Com- pany at his own request. Furthermore, by amicable agreement CFO Barbara Stolz retired from the Board as of 31 December 2014 in order, like Stefan Freyer, to pursue new professional challenges. She was succeeded as of 1 January 2015 by Stefan A. Baustert, who most recently worked as Commercial Director at Rena GmbH, a mechanical engineering and plant construction compa- ny in southern Germany. He previously managed the publicly listed company Singulus Techno- logies AG for seven years, initially as CFO and subsequently as CEO. Prior to that, he was Com- mercial Director at E-Plus Mobilfunk GmbH for a five-year period until the company was sold to the KPN Group.
Management Board adopts resolutions by simple majority voting of all members • The Rules of Procedure issued by the Supervisory Board stipulate that Management Board resolutions require a simple majority of the votes cast, with the CEO having the casting vote in the case of split re- solutions. All resolutions relating to measures and transactions that are of major signifi cance to the Company or that involve greater economic risk are adopted by the full Management Board. A business allocation plan governs the areas of responsibility of Management Board members. Each Management Board member manages these areas under his or her own responsibility with- in the framework of Management Board resolutions. The Supervisory Board generally appoints
Stefan A. Baustert new CFO from 1 January 2015
Management Board members for three-year terms. In respect of the composition of the Mana ge- ment Board, the Supervisory Board is guided exclusively by the suitability of the candidate and, in reaching its decisions, does not accord primary relevance to the candidate’s gender. When fil- ling managerial positions at the Company, the Management Board is aware of its responsibility to take diversity into consideration. It aims to ensure an appropriate consideration of women in management positions.
Gender parity on Supervisory Board • Pursuant to the Articles of Association, the QSC Supervi- sory Board comprises six members. Since the Company has more than 500 employees, the Ger- man One-Third Participation Act (“Drittelbeteiligungsgesetz”) is applicable. This means that two thirds of Supervisory Board members are elected by shareholders and one third by employees. Since the new elections in May 2013, the Supervisory Board has comprised three women and three men. The term in office of all members expires upon the conclusion of the Annual Sharehol ders’ Meeting for the 2017 financial year.
Unless otherwise stipulated by law or its Rules of Procedure, the Supervisory Board and its com- mittees adopt resolutions by a simple majority vote. Four committees – the Nomination, Human Resources, Audit and Strategy Committees – were in place throughout the past financial year. All committees regularly report to the full Supervisory Board and prepare its resolutions. De- tailed information about the activities of the Supervisory Board and its committees can be found in the Supervisory Board Report on pages 13 to 18.
Composition of Supervisory Board consistent with own objectives • In the 2014 fi nancial year as well, the Supervisory Board met all objectives relating to its composition that it had set itself on the basis of the German Stock Corporation Act (AktG) and the Code itself. Together, its members possess the knowledge, ability and expert experience required to properly complete its tasks. The Supervisory Board includes at least one member who is independent in the sense of § 100 (5) of the German Stock Corporation Act (AktG) and has expert knowledge in the fields of accounting or auditing. As Director of the Group Tax Department at the globally active SAP Group, Ina Schlie fully meets this requirement.
Assuming that employee representatives basically satisfy the independence criteria as defined in Point 5.4.2, Sentence 2 of the Code, alongside the two employee representatives the Supervi- sory Board should include at least two other members who are independent as defined in Point 5.4.2, Sentence 2 of the Code. Currently, these members are Ina Schlie and Dr. Frank Zurlino, Ma- naging Partner at the management consultancy Horn & Company. The number of former Mana- ge ment Board members on the Supervisory Board is limited to a maximum of two. This present ly relates to QSC’s two founders and largest individual shareholders, Dr. Bernd Schlobohm and Gerd Eickers. Moreover, the Supervisory Board still does not include any members who exercise direc- torships or similar positions or advisory functions for important competitors. Upon the latest elec- tion, all candidates were aged below 75. With its composition of shareholder and employee repre- sentatives, the Supervisory Board also meets the objective of having at least one female member.
Transactions of fundamental importance require Supervisory Board approval • The Management Board informs the Supervisory Board without delay and comprehensively of issues important to the Company with regard to strategy, planning, business development, risk situation, risk ma- SEE PAGES 13ff.
SUPERVISORY BOARD REPORT
Supervisory Board is promptly and extensively informed
nagement and compliance. The Rules of Procedure for the Management Board require that ap- proval be obtained from the Supervisory Board prior to the conclusion of any major business transactions, such as the fixing of annual planning, major investments, acquisitions and finan- cing measures. These Supervisory Board decisions are prepared in detail and discussed in the committees and by the full Supervisory Board.