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Brenntag SE — Governance Information 2024
Feb 1, 2024
70_ip_2024-02-01_da4aa284-aa14-4f09-b405-6b02ad15bc8b.pdf
Governance Information
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Corporate Governance Roadshow
Richard Ridinger, Chairman of the Supervisory Board
February 2024
Agenda
1. Strategy update
- Governance update
Strategy update
P
Brenntag is the global leader in chemicals and ingredients distribution, delivering reliable earnings growth
$\frac{1}{2}$ FY23 Op. EBITA expected to be around the lower end of the guidance specified in August 2023
Brenntag is continuing its transformation journey initiated in 2020
Bifurcation of supplier & customer needs requires distinct business models, making full-line value propositions obsolete
Creating two autonomous and independent leaders to pro-actively shape the industry
Portfolio sharpening to increase business model coherence
Unleash true potential through superior last mile delivery supported by efficient regional operations and global sourcing
Water treatment Finished lubricants Selected semi-specialty products
Consolidating Pharma ecosystem
Brenntag Specialties
Global leader for innovative specialty and ingredients distribution in Life Science and Material Science
Transfer of businesses according to market drivers to improve value creation potential
Product shift to align with industry segment demands and foster business model coherence
Supporting ecosystem concept to reduce complexity in commercial execution
Our path towards Horizon 3
Portfolio sharpening
• Aligning Brenntag Essentials and Brenntag Specialties propositions with market trends
Full business autonomy
- Focus and performance for both divisions
- Accelerate ongoing cost initiatives to reset cost base
Creating optionality
- Legal disentanglement
- Operational disentanglement
- $\blacksquare$ Flexibility to proactively shape the industry
Leader across all dimensions
2026+
Two fully autonomous and high performing businesses prepared to shape the industry
Governance update
The Supervisory Board is a highly qualified and experienced team with diverse backgrounds
Richard Ridinger-Chair of the Supervisory Board
Int. experience: 7 years CEO at Lonza, Switzerland
Member since 2020; Chair since 2023; Term until 2027
Expert in chemical industry with focus on transformation
Stefanie Berlinger
Int. experience: 5 years DB office London Member since 2015; Term until 2025
Expert in accounting, auditing, risk management, compliance and particularly ESG
Ulrich M. Harnacke
Int. experience: Consulting of int. clients for many years Member since 2017; Term until 2026
Expert in risk management, compliance, accounting, corporate governance and M&A
Dr. Andreas Rittstieg - Deputy Chair
Int. experience: Positions in USA and Japan
Member since 2010; Term until 2025
Expert in compliance, corporate governance and digitalization
Wijnand P. Donkers
Int. experience: Positions in Europe, USA, Asia Member since 2017; Term until 2026
Expert in ESG and chemical industry with lead positions at BP
Suja Chandrasekaran
Int. experience: Positions in USA and Brazil Member since 2023; Term until 2026
Expert in technology and data, strategic transformation, digital business models, business operations, e-commerce and cybersecurity.
Recent election of Sujatha Chandrasekaran increased diversity and expanded skillset of Supervisory Board
Sujatha Chandrasekaran
Nationality: American, Australian and Indian Year of birth: 1967 Profession: Independent Management Consultant
25 years of experience in leading executive management positions in global companies, with a strong focus on technology and data, strategic transformation, digital business models, operations cybersecurity, and e-commerce
Career
| 2019 – 2022 | CommonSpirit Health - Chief Digital and Information Officer and Senior Executive Vice President |
|---|---|
| 2013 - 2014 | Example: Limberly-Clark - Global Chief Digital Officer, Chief Information Officer |
| ----- | THE ENTIRE REPORT OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CHARGE OF THE CH |
• Wal-Mart - Senior Vice President, Global Chief Technology and Data Officer $2002 - 2012$
Mandates in comparable control bodies of commercial enterprises
- American Eagle Outfitters Inc., Pittsburgh, PA, USA (listed) (Non-executive member of the Board of Directors)
- Cardinal Health Inc., Dublin, OH, USA (listed) (Non-executive member of the Board of Directors)
- Agendia Inc., Irvine, CA, USA (not listed) (Non-executive member of the Board of Directors)
-
4 Atos SE, Bezons, France (listed) (Non-executive member of the Board of directors)
-
In the search process for the elections at the AGM 2023, the focus was on competencies in:
- IT, digital transformation and data management
- $-$ Supply chain management
- Experience in distribution / transactional businesses
- International leadership experience (esp. in North America)
- $-$ Change management expertise (incl. cultural transformation)
Ms. Chandrasekaran strengthens the profile in key focus areas
Balanced board composition across various metrics
1) Target for the proportion of women on the Supervisory Board = 33%; Target for the proportion of Women on the Board of Management = 20% 2) Own definition; No conflict of interest; Tenure Andreas Rittstieg not considered an issue since distance to Board of Management is sufficient, especially due to changes in the BoM in 2020/2021
13 3) As of January 2024; Including German supervisory boards or comparable domestic and foreign supervisory bodies; Not including other bodies of commercial enterprises; Chair counted as single mandate
The Supervisory Board has all the necessary competencies to advise and support on Brenntag's transformation
| Expert qualification - Key concrete objectives and criteria | Committees | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Member | Safety / CSR / Management ESG expertise relevant to Brenntag |
/ C-Level experience |
Corporate Governance/ compliance |
Chemical industry |
Distribution / Supply Chain B2B Services industry |
Strategy, Portfolio Management Management, M&A |
Change Management $/$ HR |
Financial Expert 1 |
Capital Markets |
Digital trans- formation / IT |
Nomination and Remuneration Committee |
Audit and Compliance Committee |
Trans- formation and ESG Committee |
| Richard Ridinger (Chair) |
$\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangledown$ | $\blacktriangledown$ | ||||
| Stefanie Berlinger |
$\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangleright$ | $\blacktriangledown$ | |||||||||
| Wijnand Donkers |
$\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | ✔ | $\blacktriangledown$ | ✔ | (Chair) | ||
| Ulrich Harnacke |
$\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangleright$ | $\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangledown$ | $\blacktriangleright$ (Chair) |
|||||
| Dr. Andreas Rittstieg |
$\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangledown$ | $\blacktriangledown$ | $\blacktriangleright$ | ✔ (Chair) |
||||||
| Sujatha Chandra- sekaran |
$\blacktriangledown$ | $\blacktriangleright$ | $\blacktriangleright$ |
1) In accordance with section 107 (5) 3 AktG, the Audit Committee must (also) comply with the requirements of section 100 (5) AktG, i.e. one member of the Audit Committee has to be an expert for accounting, one member has to be an expert for auditing therefore Stefanie Berlinger is the auditing expert and Ulrich Harnacke is the accounting expert. 14
The Supervisory Board was intensively involved in the strategic process and the further development of Corporate Governance
Valuable and effective exchange with the Board of Management; close oversight and control
Path towards "Horizon 3"
In-depth review of key strategic decisions (portfolio shift, disentanglement, separate legal entities, full business autonomy)
Close monitoring of the implementation of strategic initiatives through the Transformation and ESG Committee
Alignment of Management Board structure with evolution of operating model (4 Board members and divisional CEOs)
Intensive analysis and review of DiDEX and ERP projects with dedicated Supervisory Board reporting by Sujatha Chandrasekaran
Further development of Corporate Governance
Review and comprehensive re-organization of meeting procedures of Supervisory Board and its committees to further increase effectiveness
Review of rules of procedures and implementation of tenure limit for Supervisory Board members
Intensified focus on cybersecurity within Supervisory Board supported by dedicated trainings
Increased differentiated steering with separate Board Members and more divisional autonomy
The Supervisory Board demonstrates a high level of commitment to overseeing management and driving shareholder value
Supervisory Board commitment and collaboration principles
- Regular interaction within the Supervisory Board
- Trusted dialogue with Board of Management
Intense involvement in decisions of fundamental importance
Close consultation of Board of Management throughout the strategy development process (e.g. "Path to Horizon 3")
Detailed review of Management Board reports and proposed board resolutions
Consideration of Investor feedback in decision making (ESG multiplier in remuneration system; introduction of 12-year tenure limit and 4-year board term elections)
Continuous dialogue between the Supervisory Board and our shareholders on governance topics
Brenntag maintains an extensive and high-quality dialogue with all of its shareholders
The Supervisory Board has installed a highly experienced management team to drive Brenntag's Transformation
Appendix
1. ESG at Brenntag
-
- Remuneration system
- 3. Supervisory Board
-
- Other
Governance: Brenntag maintains top position among German DAX companies in Corporate Governance Ranking by DVFA1
| Rank | Company | 2023 | |
|---|---|---|---|
| 1 | Munich RE | 94.44% | |
| $\overline{2}$ | Deutsche Börse | 92.11% | Maintaining |
| 3 | Brenntag SE | 90.64% | Top 3 |
| 4 | Deutsche Bank AG | 89.19% | Position |
| 5 | Allianz SE | 88.89% | |
| 6 | Commerzbank AG | 88.60% | |
| $\overline{7}$ | BMW AG | 87.72% | |
| 8 | E.ON SE | 87.13% | |
| 9 | Covestro AG | 86.26% | |
| 10 | Mercedes-Benz Group AG | 85.38% | |
| 11 | Deutsche Telekom AG | 84.80% | |
| 12 2 | Bayer AG | 84.21% | |
| 13 | BASF | 83.92% |
Comments
Brenntag ranked 3rd in DAX Corporate Governance Ranking by DVFA
Improving already very good results in 2022 by another two percentage points to now "excellent"
Strong focus on Corporate Governance paired with continuous improvement (2022: 3rd, 2021: 16th)
| Overall rating | |
|---|---|
| $100\% - 90.1\%$ | Excellent |
| $90\% - 80.1\%$ | Very good |
| $80\% - 70.1\%$ | Good |
| $70\% - 60.1\%$ | Satisfactory |
| $60\% - 50.1\%$ | Sufficient |
| $< 50\%$ | Poor |
Based on our strengths and high ambitions, we developed a "Future Sustainable Brenntag" picture
1) Carcinogenic, Mutagenic and Reprotoxic (CMR) with consumer contact and Persistent, Bio-accumulative, and Toxic (PBT), very Persistent and very Bio-accumulative (vPvB) intended to be released in the environment
We defined key mid-/long-term targets directing towards the future sustainable Brenntag picture
| Six strategic focus areas | Mid- to long-term targets | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 - 2025 | 2030 - 2045 | |||||||
| Environment | $\mathbf{1}$ | Climate protection & emissions reduction $\ddot{\bullet}$ |
100% energy consumption from green energy by 2025 |
Total spills < 0.7 events/ MMH 1 by 2025 |
100% compensation of remaining Scope 1 & 2 emissions by 2025 |
40% absolute carbon reduction vs. 2020 by 2030 |
Net zero by 2045 | |
| ⊕ | $\overline{2}$ | Resource efficiency & circular economy ື |
Assess portfolio for sust. (30% covered) & set 2025 quantitative target by 2023 |
Ten circular businesses each generating > EUR 1 m by 2025 |
||||
| Social | $\mathbf{3}$ | Fair & safe employer west |
100% of employees earn at least a living wage by 2023 |
Set-up of global organizational diversity, equity & inclusion structure by 2023 |
Female representation of at least 30% across our entire mgmt. below BoM 2 by 2030 |
$TRIR3 < 2.0$ by 2030 |
||
| 4 | Responsible partner THE REAL PROPERTY |
All suppliers are covered by risk management |
||||||
| ernance | 5 | Management structures $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ |
Further adjustment of Board remuneration based on ESG by 2024 |
|||||
| $\mathbf{S}^{\mathbf{O}}$ | 6 | Portfolio & investment steering I° |
All new sites green building certified by 2023 |
100% portfolio steering towards sustainability by 2025 |
Develop strategies for techn. advance- ment by 2025 |
We continue to lead the sustainability agenda with key initiatives in place
Brenntag ahead of sector average and further strengthening its leading ESG position
1) Rating scale: negligible (0-10) to severe (40+), based on full review as of October 28, 2023; 2) Rating scale: AAA to CCC, as of October 10, 2023; 3) Rating scale: Bronze (Top 50%) to Platinum 27 (Top 1%), as of December 19, 2022; 4) Rating scale: A to D-, as of February 2024; 5) Rating scale: A+ to D-, as of August 31, 2023
2023 ESG Scorecard
| Objective | KPI and mid-/long-term targets | 2023 target |
|
|---|---|---|---|
| Significantly decrease risks on human rights in the whole supply chain |
Responsibility assigned for 80% of high-risk suppliers | 80% | |
| Governance | Transition towards circular economy by constituting a pipeline for circular business models |
Each Regional President develop three business cases for circular business models including implementation plan - in total 24 100% portfolio steering toward sustainability (2025) Develop strategies to support technological advancement in important industry segments (e.g. automotive) (2025) |
24 |
| Increase share of sustainable solutions to support customer needs |
Map ≥ 30% of global product GP against sustainability criteria with structured workshops and business responsibilities assigned Develop group-wide 2025 quantitative target |
$\geq 30\%$ | |
| Social | Ensure a dynamic and diverse organization by increasing diversity and inclusion in the leadership team |
Women in leadership positions according to management level in percent Target female quota of at least 30% across all management levels by 2030 |
$L - 1 \ge 22.2\%$ $L - 2 \ge 26.6\%$ $L - 3 \ge 30.0\%$ $L - 4 \ge 30.0\%$ $L - 5 + \ge 26.9\%$ |
| Ensure engaged employees | Develop and set up an engagement survey | done | |
| Set a high bar across working conditions and strive safe operations and zero accidents |
Total Recordable Incident Rate (TRIR) TRIR < 2.0 and zero severe accidents (Actual Hurt Level 4-5) (2030) |
< 2.65 | |
| Become carbon net zero | Reduction of CO2e emissions (Scope 1+2) 1 in comparison to base year 2020 2 -40% by 2030 vs. 2020 / net zero carbon emissions by 2045 |
$-12.6%$ | |
| Environmental | Ensure zero spills and releases with emissions to the environment |
Total spills (events/MMH) 3: 2025 Target: < 0.7 events/MMH |
0.80 |
| Keep product in the process and avoid serious process related incidents (e.g., spills, fires/explosions and toxic releases) |
PSE1 4 | < 12 |
$^{1)}$ Emissions from direct operations calculated with marked-based method; $^{2)}$ Only sites, which have been included in the base year 2020 are covered by the target; $^{3)}$
28 MMH = Million Man-Hours; 4) Severe Process
ESG: Operating sustainably to minimize energy consumption and CO2 Emissions
| $CO2$ Emissions in 2022 1) in thousand tonnes |
Main sources of emissions |
$CO2$ Emissions 1) in tonnes |
||||
|---|---|---|---|---|---|---|
| Scope 1 0.96% |
212 | Company facilities, company trucks & vehicles |
242,255 | $-9.2%$ 227,380 |
219,900 | |
| Scope 2 0.04% |
8 | Purchased electricity, heating and cooling for own use |
Scope 1 | 200,527 | 193,989 | 211,681 |
| Scope 3 99% |
21,855 | Purchased chemicals and Services and external transportation and distribution |
Scope 2 | 41,728 | 33,391 | 8,219 |
| 2020 | 2021 | 2022 |
1) Calculated according to the marked-based method. The data for the reporting year do not include the following operating units: Y.S. Ashkenazi Agencies Ltd. & Biochem Trading 29 2011 Ltd. (since Q3); Brenntag Sourcing Uruguay S. A., Brenntag Packed Chemicals Ltd., Prime Surfactants Limited, Prime Example Limited, Alpha Chemical Limited (since Q3).
ESG: Safety and Diversity
Group Accident Rate $TRIR1$ ,2)
Diversity - Key figures
| 2022 | 2021 | |
|---|---|---|
| Proportion of women in the Supervisory Board |
33.3% | 33.3% |
| Proportion of women in the Board of Management |
20.0% | $0.0\%$ |
| Proportion of women in management positions 3) |
31.0% | 31.0% |
| Proportion of women in the total workforce |
34.5% | 34.5% |
| Different nationalities | >100 | >100 |
1) TRIR (Total Recordable Injury Rate): Number of workplace accidents involving injuries that require medical treatment (beyond first aid), per one million work hours
2) The values given for TRIR have not been audited by PwC
3) Due to the increased target female quota of 30% across all management levels by 2030, employees in management positions are shown according to management level.
Management level L-1 refers to the first level below the
30
Appendix
- ESG at Brenntag 2. Remuneration system 3. Supervisory Board 4. Other
Current remuneration system of the Board of Management
2) If a member of the Board of Management is responsible for a division, the key performance indicators organic operating EBITA and working capital turnover are, independently from each other if appropriate, again weighted between 25% and 100% related to Group and between 0% and 75% related to divisional level
Note: Simplified illustration; Please see Corporate Website for more details. The new remuneration system was approved by the Annual General Meeting 2023 32
Overview of the Remuneration System 2023
| Fixed remuneration | Base salary Benefits in kind Pension allowance |
|---|---|
| Short-term variable remuneration |
Plan type: Target bonus model Performance criteria: 60% organic operating EBITA 20% working capital turnover 20% earnings per share Individual performance multiplier (0.8-1.2) Cap: max. 200% of the target amount |
| Long-term variable remuneration |
· Plan type: Virtual performance share plan • Performance period: Four years · Performance criteria: - 70% ranking of the TSR of the Brenntag share vs. peer group of global competitors $-30\%$ ROCE - ESG multiplier (0.8-1.2) • Cap: max. 250% of target amount |
| Other remuneration components and contractual provisio ns |
• Malus & Clawback: The Supervisory Board is contractually entitled - to retain variable remuneration (malus) - to reclaim variable remuneration (clawback) Share Ownership Guideline in the amount of the annual base salary: - Chair of the Board of Management: 200% - Other members of the Board of Management: 100% • Maximum remuneration pursuant to the German Stock Corporation Act - Chair of the Board of Management: EUR 7,500,000 - Other members of the Board of Management: EUR 5,000,000 |
The short-term variable remuneration depends on Brenntag's business success and Board members' specific business responsibilities
Target bonus model with three financial key performance indicators1 and an individual performance multiplier
Maximum target achievement is limited to 200% and maximum payout is limited to 200% of the target amount
The long-term variable remuneration is designed as a performance share plan
Number of virtual shares linked to two financial performance criteria and to ESG targets by way of an ESG multiplier Respective payout amount depends on the absolute change in the Brenntag share price over the four-year performance period
The payout amount is capped at maximum 250% of the individual and contractually set target amount
Global peer group relevant for TSR benchmarking
Share ownership guideline and Board of Management holdings
| Ownership guideline | Current Board of Management shareholdings (Current market value of position) |
|||||
|---|---|---|---|---|---|---|
| Chairman | Other Members | Name | # Shares ('000s) | Value of Shares ( $\epsilon$ m) 1) | ||
| Ownership Requirement (% Base Salary) |
200% | 100% | Christian Kohlpaintner | $-3.2$ | ||
| Kristin Neumann | 3.6 | $-0.29$ | ||||
| • Board members are obliged to acquire the shares within 4 years $\blacksquare$ In each of the 4 years 25% of the holding obligation |
Michael Friede | 3.9 | $-0.32$ | |||
| Comments | must be acquired • Excess shares purchased in one year may be credited against the target for subsequent years |
Ewout van Jarwaarde | 7.5 | $-0.60$ | ||
| • Board members are required to hold the shares until 2 years after the end of his / her service |
1) Share price data as of 19 February 2024, Xetra closing price €80.80
Note: Simplified illustration; Please see Remuneration Report or Corporate Website for more details 37
Remuneration 2023: Supervisory Board
Note: Simplified illustration; the committee's names have recently been changed Please see the Convocation of the Annual General Meeting 2023 on the Corporate Website for more details
Appendix
- ESG at Brenntag 2. Remuneration system 3. Supervisory Board 4. Other
Governance: Brenntag has a two-tier governance structure
Features of Brenntag's Governance Structure
As a European Company (Societas Europaea) Brenntag opted for the governance through two separate Boards (two-tier system):
The Board of Management and the Supervisory Board.
Together with the General Share-holders' Meeting, there are three corporate bodies. The duties and authorities of Brenntag's three governing bodies derive from the German Stock Corporation Act1), Brenntag's Articles of Association and the Rules of Procedure.
CVs of Supervisory Board members (1/3)
Richard Ridinger
Chair of the Supervisory Board / Member of the Supervisory Board since 2020, elected until the end of the General Shareholders' Meeting 2027
Nationality: German
Year of birth: 1958
Profession: Independent Management Consultant
Special expertise / experience:
20 years of management experience in leading management positions in the chemical industry and healthcare industry, with a focus on operational and strategic transformations due to his professional background with various positions in the chemical industry.
Career
| 2012-2019 | CEO, Lonza Group, Basel, Switzerland (SMI-listed) |
|---|---|
| 2010-2014 | Executive Vice President, Cognis, Monheim am Rhein, Germany |
| 1986-2002 | Various Positions in R&D, Engineering, Operations, Marketing & Sales, |
| Business Unit Lead, HENKEL KGaA, Düsseldorf, Germany |
Mandates in supervisory boards under applicable law:
• None
Membership in comparable control bodies of commercial enterprises:
- DSM-Firmenich AG, Kaiseraugst, Switzerland (listed) (Non-executive member of the Board of Directors)
- Roar HoldCo AB, Stockholm, Sweden (not listed) (Non-executive member and Chair of the Board of Directors) and Recipharm AB, Stockholm, Sweden (Group company, shares held by Roar HoldCo AB, not listed) (Non-executive member and Chair of the Board of Directors)
Andreas Rittstieg
Deputy Chair / Member of the Supervisory Board since 2010, elected until the end of the General Shareholders' Meeting 2025
Nationality: German
Year of birth: 1956
Profession: Lawyer
Special expertise / experience:
20 years of professional experience in advising M&A and capital market transactions with expert knowledge in compliance, corporate governance and digitalization with insights in numerous digital business models in connection with venture capital transactions.
Career
$\overline{2}$
| 2014-2021 | Member of the Board of Management of Hubert Burda Media Holding KG. |
|---|---|
| München, Germany, responsible for Legal and Compliance | |
| 2010-2014 | Partner, Law Firm Gleiss Lutz, Germany |
| 2000-2010 | Founding Partner, law firm Rittstieg Rechtsanwälte, Germany |
Mandates in supervisory boards under applicable law:
• Hapag Lloyd AG, Hamburg, Germany (listed) (Member of the Supervisory Board)
Membership in comparable control bodies of commercial enterprises:
- Hubert Burda Media Holding Geschäftsführung SE, Offenburg, Germany (Member of the Administrative Board)
- Huesker Holding GmbH, Gescher, Germany (Member of the Advisory Committee)
- Kühne Holding AG, Schindellegi, Switzerland (Member of the Administrative Board)
CVs of Supervisory Board members (2/3)
Wijnand Donkers
Member of the Supervisory Board since 2017, elected until the end of the General Shareholders' Meeting 2026
Nationality: Dutch
Year of birth: 1962
Profession: Independent Management Consultant
Special expertise / experience:
25 years of professional experience leading change, performance improvement and executing transformative M&A as private equity executive. Deep understanding of the challenges facing the international energy and chemicals industry and special expertise in the field of Environment, Social & Governance (ESG) due to professional background and various executive leadership positions in the chemical industry.
Career
| Since 2019 | Senior Adviser, Cerberus Capital Management LLC, New York |
|---|---|
| Since 2012 | Managing Director, Horizon D. Capital BV, Wassenaar, the Netherlands |
| $2015 - 2018$ | Industry Partner, Petrus Advisers, London, Great Britain |
| $2007 - 2012$ | CEO, Deutsche Annington SE / Vonovia SE, Düsseldorf, Germany |
Mandates in supervisory boards under applicable law:
• None
Membership in comparable control bodies of commercial enterprises:
• EV Technology Group Inc., Toronto, Canada (listed) (Member of the Board of Directors)
Ulrich Harnacke
Member of the Supervisory Board since 2017, elected until the end of the General Shareholders' Meeting 2026
Nationality: German
Year of birth: 1957
Profession: Chartered Accountant and Tax Consultant, Independent Business Consultant
Special expertise / experience:
40 years of professional experience as auditor and consultant of German and international clients, with extensive experience in corporate governance, risk management, compliance, and M&A with international mainly stock listed companies.
Career
| Since 2015 | Partner, Rhodion Advisors GmbH, Düsseldorf, Germany |
|---|---|
| 2007 - 2015 | Partner and Managing Director, Deloitte GmbH, |
| Wirtschaftsprüfungsgesellschaft, München, Germany | |
| 1997 - 2006 | Member of the Board of Management, BDO AG |
| Wirtschaftsprüfungsgesellschaft, Hamburg, Germany |
Mandates in supervisory boards under applicable law:
- Vossloh AG, Werdohl, Germany (listed) (Member of the Supervisory Board and Chair of the Audit Committee)
- CONTIGAS Deutsche Energie-AG, Munich, Germany (Member of the Supervisory Board) & Thüga AG, Munich, Germany (Member of the Supervisory Board) & Thüga Holding GmbH & Co. KGaA, Munich, Germany
(Member of the Shareholder and Personnel Committee)
Membership in comparable control bodies of commercial enterprises:
• Zentis GmbH & Co. KG, Aachen, Germany (Member of the Advisory Board)
CVs of Supervisory Board members (3/3)
Stefanie Berlinger
Member of the Supervisory Board since 2015, elected until the end of the General Shareholders' Meeting 2025
Nationality: German
Year of birth: 1973
Profession: Managing Director, Lilja & Co. GmbH, Frankfurt, Germany
Special expertise / experience:
25 years of professional experience in investment banking and capital markets on international level, with expert knowledge in accounting, auditing, risk management and compliance as well as sustainability and in particular ESG.
Career
| Since 2010 | Managing Director, Lilja & Co. GmbH, Frankfurt, Germany |
|---|---|
| Since 2006 | Partner, Lilia & Co. AG, Zurich, Switzerland |
| 2005 | Director, Institutional Equity Sales, Deutsche Bank AG, Frankfurt, Germany |
Mandates in supervisory boards under applicable law:
• None
Membership in comparable control bodies of commercial enterprises:
• None
Sujatha Chandrasekaran
Member of the Supervisory Board since 2023, elected until the end of the General Shareholders' Meeting 2026
Nationality: American, Australian and Indian
Year of birth: 1967
Profession: Independent Management Consultant
Special expertise / experience:
25 years of experience in leading executive management positions in global companies, with a strong focus on technology and data, strategic transformation, digital business models, operations cybersecurity, and ecommerce.
Career
| 2019 - 2022 | CommonSpirit Health – Chief Digital and Information Officer and Senior Executive Vice President |
|---|---|
| 2013-2014 | Kimberly-Clark - Global Chief Digital Officer, Chief Information Officer |
| 2002-2012 | Wal-Mart – Senior Vice President, Global Chief Technology and Data Office |
Mandates in supervisory boards under applicable law:
• None
Mandates in comparable control bodies of commercial enterprises:
- American Eagle Outfitters Inc., Pittsburgh, PA, USA (listed) (Non-executive member of the Board of Directors)
- Cardinal Health Inc., Dublin, OH, USA (listed) (Non-executive member of the Board of Directors)
- Agendia Inc., Irvine, CA, USA (not listed) (Non-executive member of the Board of Directors)
- Atos SE, Bezons, France (listed) (Non-executive member of the Board of directors)
Three committees in place for focused oversight
O) انت After Project Brenntag broadened focus to include sustainability
Nomination and Remuneration Committee
- Prepares staffing decisions of the Supervisory Board
- Proposes candidates for the SB to the General Shareholders' Meeting
- Proposes composition of Board of Management and remuneration system
- Monitors accounting process and audits the annual financial statements
- Reviews adequacy and effectiveness of internal control system and risk management system
- Discusses financial, investment and liquidity plans
• Reviews and monitors the company's strategy
Transformation and ESG
Committee
- Reviews and monitors the company's ESG and digitalization strategy
-
Monitors and deals with further transformational and future topics (incl M&A projects)
-
Andreas Rittstieg (Chair)
- Richard Ridinger
- Wijnand P. Donkers
Ulrich Harnacke (Chair)
Audit and Compliance
Committee
- Stefanie Berlinger
-
Suja Chandrasekaran
-
Wijnand Donkers (Chair)
- Richard Ridinger
- Ulrich Harnacke
Tasks
Members
Supervisory Board meeting attendance in 2023
Supervisory Board: 5 meetings in 2023 + committee meetings
Supervisory Board
- 5 Ordinary Meetings п
- 3 Extraordinary Meetings $\blacksquare$
Audit and Compliance Committee
5 Meetings $\blacksquare$
Nomination and Remuneration Committee
8 Meetings $\blacksquare$
Transformation and ESG Committee
9 Meetings œ.
| Ordinary meetings |
Extraordinary meetings |
Audit and Compliance Committee |
Remuneration Committee |
Nomination and Transformation and ESG Committee |
|
|---|---|---|---|---|---|
| Richard Ridinger (Chair) |
5/5 | 3/3 | 2/2 | 2/2 | 9/9 |
| Dr. Andreas Rittstieg |
5/5 | 3/3 | 8/8 | ||
| Stefanie Berlinger |
5/5 | 3/3 | 5/5 | ||
| Wijnand Donkers | 5/5 | 3/3 | 8/8 | 9/9 | |
| Ulrich Harnacke | 5/5 | 3/3 | 5/5 | $6/7*$ | |
| Sujatha Chandrasekaran |
3/3 | 2/2 | 3/3 | ||
| Doreen Nowotne (Chair until June 23) |
2/2 | 1/1 | 6/6 | 2/2 |
High level of dedication reflected in meeting attendance (99%)
Appendix
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ESG at Brenntag 2. Remuneration system 3. Supervisory Board
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Other
Brenntag Share & Shareholder Structure
| Share data | |
|---|---|
| ISIN; Stock Symbol; Listed since | DE000A1DAHH0; BNR; 29 March 2010 |
| Subscribed capital; Outstanding Shares | EUR 147,453,837; 147,453,837 |
| Class of shares; Free float | Registered shares; 100% |
| Official market | Prime Standard XETRA and Frankfurt |
| Regulated unofficial markets | Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange |
| Indices | DAX, MSCI, Stoxx Europe 600, DAX 50 ESG, DAX ESG Target, S&P Global 1200 ESG |
| Shareholder 1) | Proportion in % | Date of notification |
|---|---|---|
| Kühne Holding AG | $>10\%$ | September 1, 2023 |
| Flossbach von Storch AG | $>5\%$ | June 1, 2023 |
| Wellington Management Group | $>5\%$ | September 28, 2023 |
| BlackRock, Inc. | >3% | February 2, 2024 |
| The Capital Group Companies, Inc. | >3% | September 26, 2023 |
Shareholdings of identified Institutional Investors by Region3)
1) According to voting rights notifications; Notification date as of the latest trigger of the respective thresholds; All voting rights notifications are published on the Company's Website; 2) As of February 15, 2024; 3) As of December 29, 2023; Rounding differences may occur 4) UK and Ireland; 5) EU: Continental Europe 47
Financial calendar / contact
| Date | Event | Contact | |
|---|---|---|---|
| May 14, 2024 | Quarterly Statement Q1 2024 | Brenntag SE Corporate Inv |
|
| May 23, 2024 | Annual General Meeting 2024 | Phone: +49 (0 Fax: E-mail: ir@bi |
$+49($ |
| August 13, 2024 | Half-Year Financial Report 2024 | Web: | WWW |
| November 12, 2024 | Quarterly Statement Q3 2024 |
estor Relations 0) 201 6496 2100 0) 201 6496 2003 renntag.de /.brenntag.com/investor_relations/
The financial calendar is updated regularly. You can find the latest dates on www.brenntag.com/financial calendar Please note that these dates could be subject to change.
Disclaimer
This presentation may contain forward-looking statements based on current assumptions and forecasts made by Brenntag SE and other information currently available to the company. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here.
Brenntag SE does not intend, and does not assume any liability whatsoever, to update these forward-looking statements or to conform them to future events or developments. Some information contained in this document is based on estimates or assumptions of Brenntag SE and there can be no assurance that these estimates or assumptions are or will prove to be accurate.