The Supervisory Board of TOM TAILOR Holding AG advises and supervises the Management Board in the management of the Company. The Supervisory Board is also responsible for appointing the members of the Management Board, for approving the annual financial statements and the consoli- dated financial statements, and for engaging the Company’s auditors.
The Management Board and the Supervisory Board of TOM TAILOR Holding AG work together closely and in an atmos- phere of mutual trust for the benefit of the Company. The Management Board agrees the Company’s strategic orien- tation with the Supervisory Board and regularly discusses the status of the strategy’s implementation with it. The Man- agement Board informs the Supervisory Board regularly, promptly and extensively on all issues related to strategy, planning, business development, the risk position, the internal control and risk management system and compliance that are relevant for the Company. The Chief Executive Officer also regularly exchanges information with the Chairman of the Supervisory Board between the Supervisory Board meetings. The Supervisory Board has adopted by-laws for itself. These contain, among other things, detailed procedural rules for its meetings and how they are to be chaired by the Chairman of the Supervisory Board, as well as rules on committee work. The Supervisory Board consists of six members. As a general rule, their term of office is for a period of five years.
The members of the Supervisory Board are:
Uwe Schröder
(Chairman of the Supervisory Board)
Co-founder of the TOM TAILOR GROUP, Hamburg, Germany Uwe Schröder (born in 1941) is co-founder of the TOM TAILOR GROUP. Mr Schröder began his career in 1965 as a trained textile engineer. He built the Company and managed the business of the Group until 2006 as Managing Director and Chairman of the Management Board. Since 2006 he has been a member of the Supervisory Board of TOM TAILOR Holding AG and its predecessor Tom Tailor Holding GmbH.
Thomas Schlytter-Henrichsen
(Deputy Chairman of the Supervisory Board) Managing Director of ALPHA Beteiligungsberatung GmbH & Co. KG, Frankfurt am Main
Thomas Schlytter-Henrichsen (born in 1956) is the founder of ALPHA Beteiligungsberatung GmbH & Co. KG in Frankfurt. He began his career as a financial controller at Preussag AG. In 1987 he moved to 3i Deutschland GmbH, where he was Managing Director from 1990 onward. Mr Schlytter-Henrichsen studied economics at the University of Hohenheim, Stuttgart.
Andreas W, Bauer
Partner at Roland Berger Strategy Consultants, Munich/Germany
Andreas W. Bauer (born in 1963) is a partner at Roland Berger Strategy Consultants, where he has been employed since 1990. Mr Bauer began his career at Arthur Andersen & Co. He subsequently worked at the Institut für Unternehmensfüh- rung (Institute of Management), University of Innsbruck, and MEXX Austria GmbH, where he was Country Manager. Mr Bauer studied business administration at the University of Innsbruck. In addition to his Magister rer. Soc. Oec degree, he
Andreas Karpenstein
Partner and Managing Director of Raupach & Wollert Elmendorff
Rechtsanwaltsgesellschaft mbH, Düsseldorf
Andreas Karpenstein (born in 1963) has been Partner and Managing Director at Raupach & Wollert-Elmendorff Rechts- anwaltsgesellschaft mbH, Düsseldorf, since 2002. His career as a lawyer began in 1995 at Andersen Luther Rechtsanwalts- gesellschaft mbH. Mr Karpenstein studied law at the Univer- sities of Würzburg and Göttingen and was subsequently a lecturer in business and labour law at various universities.
Patrick Zhong
Senior Investment Director of the Fosun Group, China Patrick Zhong (born in 1971) has been Senior Investment Di- rector at the Fosun Group since 2009. The Fosun Group is a leading investment company headquartered in China and doing business around the world. Mr Zhong is head of the Global Investments & Strategies department there. In addi- tion, Patrick Zhong is President of the China Monument and Pramerica-Fosun China Opportunity Funds. He is a member of the Management Board of the Fosun-Carlyle Equity Invest- ment Fund and Chairman of Forbes China and Fosun Media. Before joining the Fosun Group, Mr Zhong was Vice President of Global Portfolio Management at Wellington Management LLP from 2005 and 2009, and Portfolio Manager at Rice Hall James & Associates from 2003 to 2005.
From 1990 to 1994 he studied for a bachelor’s degree at China Foreign Affairs University and then from 1994 to 1996 earned an MBA from the University of Illinois.
Gerhard Wöhrl
Former Chairman of the Management Board of Rudolf Wöhrl AG, Nuremberg
Gerhard Wöhrl (born in 1944) is the former Management Board Chairman of Rudolf Wöhrl AG, where he has been employed since 1970. He began his career at Carnaby Shops GmbH in 1965 before joining Rudolf Wöhrl, das Haus der Marken- bekleidung GmbH & Co. KG as Managing Partner in 1970. After completing a business apprenticeship at Deutsche Bank in Nuremberg, Mr Wöhrl obtained an MBA from INSEAD. Dr Christoph Schug stepped down from the Supervisory Board as at 5 March 2014. Dr Christoph Schug was elected to the Supervisory Board by the Annual General Meeting held on 4 March 2010 for the period until the end of the Annual General Meeting responsible for approving the activities of the members of the Supervisory Board for financial year 2014. Election of a successor was necessary after he left the Board.
His position was filled by Dr Andreas Pleßke, who was elect- ed to the Supervisory Board by the Annual General Meeting of the Company on 27 May 2014. Dr Andreas Pleßke resigned his position effective 8 August 2014.
Patrick Zhong was appointed to the Supervisory Board as successor to Dr Andreas Pleßke by the court with effect from 2 September 2014.
Other Appointments of the Members of the Supervisory Board
Uwe Schröder
(Chairman of the Supervisory Board)
— Chairman of the Verband der Fertigwarenimporteure e.V. (VFI — Association of Non-Food Importers),
Hamburg/Germany
— Member of the Advisory Board of Kassenhalle Restaurant GmbH & Co. KG, Hamburg/Germany
— Managing Director of Schröder Consulting GmbH, Flensburg/Germany
Thomas Schlytter-Henrichsen
(Deputy Chairman of the Supervisory Board)
— Managing Director of ALPHA Beteiligungsberatung GmbH & Co. KG, Frankfurt am Main/Germany
— Managing Director of ALPHA Management GmbH, Frankfurt am Main/Germany
— Managing Director of ACapital Beteiligungsberatung GmbH, Frankfurt am Main/Germany
— Managing Director of Agrippina S.à.r.l., Luxembourg — Managing Director of Bulowayo GmbH,
Königstein im Taunus/Germany
— Member of the Supervisory Board of Nero AG, Karlsbad/Germany
Andreas W. Bauer
— Managing Director of Titus Ventures UG (haftungsbeschränkt), Munich/Germany
Andreas Karpenstein
— Member of the Supervisory Board (Deputy Chairman) of Trusted Advice AG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Düsseldorf/Germany
Patrick Zhong
Member of the executive management of the following companies:
— Alma Laser Limited Caesarea, Israel — St. John Knits International Irvine, USA — Raffaele Caruso S.p.a, Soragna, Italy
— Shenyang Yuyuan Mart Real Estate Co. Ltd., Shengyang, China
— NanTong Xinghao Real Estate Development Co., Ltd., NanTong, China
— Harbin Xinghao Real Estate Development Co. Ltd., Harbin, China
Gerhard Wöhrl
— Managing Director of Gerhard Wöhrl Beteiligungsgesells- chaft mbH, Reichenschwand/Germany
— Managing Director of GOVAN Beteiligungs GmbH, Reichenschwand/Germany
— Managing Director of GOVAN Holding GmbH & Co. KG, Reichenschwand/Germany
— Managing Director of GOVAN Verwaltungs GmbH, Reichenschwand/Germany
— Managing Director of GVC Gesellschaft für Venture Capital Beteiligungen mbH, Munich/Germany
— Member of the Advisory Board of Sparkasse Nürnberg, Nuremberg/Germany
— Member of the Supervisory Board of TETRIS Grundbesitz GmbH & Co. KG, Reichenschwand/Germany
— Member of the Supervisory Board of TETRIS Grundbesitz Beteiligungsgesellschaft mbH, Reichenschwand/Germany — Member of the Advisory Board of SinnLeffers GmbH,
Hagen/Germany
Composition of the Supervisory Board
In December 2014 the Supervisory Board updated the objec- tives for its composition in accordance with section 5.4.1 (2) of the German Corporate Governance Code. Taking into ac- count the following objectives, the Supervisory Board is to be composed in such a way that, taken as a whole, its members have the knowledge, skills and specialist expertise to duly carry out their tasks.
International Orientation
TOM TAILOR Holding AG is an international fashion company primarily active in the European market. The Supervisory Board takes this international orientation into account with respect to its composition.
For this reason, at least one member of the Supervisory Board should, if possible, be particularly qualified with respect to the Company’s international activities. This means, for ex-
Diversity, in Particular an Appropriate Degree of Female Representation
The composition of the Supervisory Board reflects the inter- ests of the Company and must ensure effective supervision of and advice to the Management Board. Consequently, when determining its composition, the Supervisory Board focuses particularly on the knowledge, skills and specialist expertise required to duly carry out these tasks. Additionally, the Super- visory Board believes that as a whole, its composition should comply with the principles of diversity. In line with this, the Supervisory Board strives for an appropriate degree of female representation in particular.
If possible, at least one member of the Supervisory Board should be a woman. When examining potential candidates, the Supervisory Board should include qualified women in the selection process and take them into account appropriately when proposing candidates. Where multiple candidates are considered to be equally qualified, the Supervisory Board shall examine whether a female candidate should be preferred in order to facilitate an appropriate degree of female represen- tation. The Supervisory Board considers this level of female representation to be appropriate with regard to the compo- sition of the Company’s other managers and in view of other companies in the industry.
Potential Conflicts of Interest
In selecting Supervisory Board members, the focus is on their knowledge, ability and specialist expertise; these qualities shall be given priority during the evaluation process. In addi- tion, the Supervisory Board shall take potential conflicts of in- terest among its members into account when determining its composition. Therefore, no persons should be on the Super- visory Board who could probably have a material and more than temporary conflict of interest. In order to avoid from the start any potential conflicts of interest that could arise during their term of office, members of the governing bodies of the Company’s major competitors should not be proposed.
Number of Independent Members of the Supervisory Board
A Supervisory Board member is not considered to be inde- pendent within the meaning of the Code in particular if he or she has personal or business relations with the Company, its governing bodies, a controlling shareholder, or an enterprise associated with a controlling shareholder, that could give rise to a material and more than temporary conflict of interest. In view of this and given the size of this governing body, the Supervisory Board should have at least two independent members.
The Supervisory Board currently considers four of its mem- bers to be independent within the meaning of the Code. Consequently, the independence of the Supervisory Board is sufficiently ensured.
Implementation of the Objectives
The Company’s interests must always be given preference when implementing all of the objectives mentioned. In view of this, the Supervisory Board intends to implement the ob- jectives with respect to the appropriate degree of represen- tation of women within the next five years as the opportunity arises. The Supervisory Board considers the remaining objec- tives to be met at this time.
The members of the Supervisory Board include finance ex- perts (Mr Bauer), a representative of the legal profession (Mr Karpenstein) and a management consultant (also Mr Bauer), as well as representatives of the fashion industry (Mr Wöhrl and Mr Schröder).
Company founder Uwe Schröder is the only member of the Supervisory Board to hold an indirect stake of more than 1% in the Company and represents the stability in the Group. The major shareholder Fosun International Ltd. is committed to the long-term strategy of the Company and Patrick Zhong, an internationally experienced investment manager, is taking care of the interest of the Fosun Group.