The Mediation Committee formed in accordance with the provisions of the MitbestG makes proposals to the Supervisory Board on the appointment of Executive Board members if the requisite two-thirds majority is not reached during the first ballot.

In accordance with section 5.3.3 of the German Corporate Governance Code, a Nomination Committee was also formed. It is composed of shareholder representatives and proposes suitable candidates to the Supervisory Board for proposal to the Annual General Meeting.

2. The Executive Board  

The Executive Board manages the Company and conducts its business. It is obliged to act in the Company’s best interests and to increase the Company’s sustainable enterprise value. The members of the Executive Board are appointed by the Supervisory Board. The Company’s Executive Board consists of five members. The duties of the Executive Board are assigned by functions and regions.

The Executive Board develops the Company’s strategy, agrees it with the Supervisory Board, and ensures its implementation. It is responsible for the Company’s annual and multi-year planning and for preparing the quarterly, annual, and consolidated financial statements. It is also responsible for ensuring adequate risk management and risk control and for regular, timely, and comprehensive reporting to the Supervisory Board. Certain measures and transactions performed by the Executive Board require the approval of the Supervisory Board.

Executive Board members disclose potential conflicts of interest to the Supervisory Board without delay and inform their colleagues on the Executive Board of them. Material transactions between the Company and members of the Executive Board and related parties require the approval of the Supervisory Board; such transactions must comply with the standards customary in the sector. Sideline activities also require the approval of the Supervisory Board. The Company has concluded a D&O insurance policy for the members of the Executive Board that provides for a suitable deductible.

3. The Annual General Meeting 

Shareholders exercise their rights at the Annual General Meeting and vote there. Each share entitles the holder to one vote.

The ordinary Annual General Meeting takes place each fiscal year, generally during the first six months. The agenda for the Annual General Meeting, including the reports and documents required for the Annual General Meeting, is also published on the Company’s website; on request, the notice convening the Annual General Meeting together with the associated documents can also be dispatched electronically with the consent of the individual shareholder.

To assist shareholders in personally exercising their rights, Beiersdorf AG offers its shareholders a voting representative who votes in accordance with shareholders’ instructions. The invitation explains how to issue instructions for exercising voting rights in the run-up to the Annual General Meeting. In addition, shareholders are free to appoint a proxy of their choice as their representative at the Annual General Meeting. 

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