Supervisory Board - K+S Aktiengesellschaft

Supervisory Board

The Supervisory Board of K+S

The Supervisory Board appoints the members of the Board of Executive Directors and supervises and advises the Board of Executive Directors in the conduct of business. The Supervisory Board is directly involved in decisions of fundamental importance to the Company.

The Supervisory Board of K+S Aktiengesellschaft carries out its activities in accordance with the law, the Articles of Association, its bylaws, and responsible corporate governance. It consists of 16 members and, in accordance with the German Codetermination Act, is made up of an equal number of shareholder and employee representatives.

The work of the K+S Supervisory Board is distributed among various bodies. In accordance with the bylaws for the Supervisory Board, there are five committees (Mediation Committee pursuant to Section 27 (3) of the German Codetermination Act, Strategy Committee, Audit Committee, Personnel Committee and Nomination Committee), whose respective chairmen regularly report to the Supervisory Board on the work of the committees.

The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. The Chairman of the Supervisory Board is in close contact with the Board of Executive Directors, in particular its Chairman, between meetings.

Here you can find the supervisory board report for the 2019 financial year.

Chairman of the Supervisory Board

Dr. Andreas Kreimeyer, shareholder representative (independent member), born 1955

Graduate biologist (Dr. rer. nat)

Entrepreneur (former member of the Board of Executive Directors and Research Executive Director of BASF Aktiengesellschaft, Ludwigshafen (today: BASF SE, Ludwigshafen))

Chairman of the Supervisory Board since May 10, 2017
Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment: May 12, 2015

Other supervisory board mandates:
-

Other supervisory bodies:
- C.H. Boehringer Sohn AG & Co. KG, Ingelheim (Member of the Advisory Council)

Curriculum vitae Dr. rer. nat. Andreas Kreimeyer

Other members of the Supervisory Board

Ralf Becker, Employee Representative - Deputy Chairman, born in 1965

State District Manager North of IG Bergbau, Chemie, Energie (Mining, Chemical, and Energy Union), Hanover
Union Secretary

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: August 1, 2009

Other supervisory board mandates:
- Continental Reifen Deutschland GmbH, Hanover (Deputy Chairman)
- German Shell Holding GmbH, Hamburg
- German Shell GmbH, Hamburg
- Shell Deutschland Oil GmbH, Hamburg

Other supervisory bodies:
-

CV Ralf Becker

Petra Adolph, Employee Representative, born in 1964

Masters in Political Science and Literature

Board Secretary (co-determination/legal/occupational health protection), IG Bergbau, Chemie, Energie (Mining, Chemical, and Energy Union), Hanover

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 15, 2018

Other supervisory board mandates:
- CEWE Foundation & Co. KGaA, Oldenburg

Other supervisory bodies:
-

CV Petra Adolph

André Bahn, Employee Representative, born in 1968

Electrician

Deputy Chairman of the general works council of K+S Group
Chairman of the works council of the Werra Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 15, 2018

Other supervisory board mandates:
-

Other supervisory bodies:
-

CV André Bahn

Jella Benner-Heinacher, Shareholder Representative, born in 1960

Lawyer

Deputy General Manager of Deutsche Schutzvereinigung für Wertpapierbesitz e.V., Düsseldorf

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 7, 2003

Other supervisory board mandates:
- A.S. Création Tapeten AG, Gummersbach, Germany (Deputy Chairwoman)

Other supervisory bodies:
-

CV Jella Benner-Heinacher

Peter Bleckmann, Employee Representative, born in 1962

Mechanic

Deputy Chairman of the general works council of K+S Group
Chairman of the works council of the Borth Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: esco - european salt company GmbH & Co. KG, Hanover)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 15, 2018

Other supervisory board mandates:
-

Other supervisory bodies:
-

CV Peter Bleckmann

Philip Freiherr von dem Bussche, Shareholder Representative (independent member), born in 1950

Business graduate
Entrepreneur/Agriculturist

Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment: May 12, 2015

Other supervisory board mandates:
-

Other supervisory bodies:
- Bernard Krone Holding SE & Co. KG, Spelle (Member of the Supervisory Board)
- DF World of Spices GmbH, Dissen (Member of the Advisory Board)
- Grimme GmbH & Co. KG, Damme (Chairman of the Advisory Board)

CV Philip Freiherr von dem Bussche

George Cardona, Shareholder Representative (independent member), born in 1951

Economist

Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment: October 9, 2009

Other supervisory board mandates:
-

Other supervisory bodies:
Board of Banque Havilland (Monaco) S.A.M., Monaco (Chairman of the Supervisory Board)

CV George Cardona

Dr. Elke Eller, Shareholder Representative (independent member), born in 1962

Graduate economist

Member of the Board of Executive Directors of TUI Aktiengesellschaft, Hanover

Mandate until the end of the ordinary Annual General Meeting 2023
Initial appointment: May 15, 2018

Other supervisory board mandates:
Group companies of the TUI Group
- TUI Deutschland GmbH, Hanover
- TUIfly GmbH, Langenhagen

Other supervisory bodies:
Group companies of the TUI Group
- TUI Belgium N.V., Oostende/Belgium
- TUI Nederland Holding N.V., Rijswijk/Netherlands

CV Dr. Elke Eller

Gerd Grimmig, Shareholder Representative (independent member), born in 1953

Graduate Mining Engineer

Retired (former member of the Board of Executive Directors of K+S Aktiengesellschaft, Kassel)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 15, 2018

other supervisory board mandates:
-

other supervisory bodies:
-

CV Gerd Grimmig

Axel Hartmann, Employee Representative, born in 1958

Retail salesman

Chairman of the general works council of K+S Group
Chairman of the works council of Neuhof-Ellers Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 14, 2013

other supervisory board mandates:
-

other supervisory bodies:
-

CV Axel Hartmann

Michael Knackmuß, Employee Representative, born in 1975

Mechanic

Chairman of the works council of Zielitz Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: July 11, 2014

Other supervisory board mandates:
-

Other supervisory bodies:
-

CV Michael Knackmuß

Thomas Kölbl, Shareholder Representative (independent member), born in 1962

Business graduate

Chief Financial Officer of Südzucker AG, Mannheim

Mandate until the end of the ordinary Annual General Meeting in 2022
Initial appointment: May 10, 2017

Other supervisory board mandates:
Group companies of Südzucker Group
- CropEnergies AG, Mannheim (Deputy Chairman)

Other supervisory bodies:
Group companies of Südzucker Group
- AGRANA Stärke GmbH, Vienna, Austria (Member of the Supervisory Board)
- AGRANA Zucker GmbH, Vienna, Austria (Member of the Supervisory Board)
- ED&F MAN Holdings Limited, London/Great Britain (Member of the Board of Directors (non-executive))
- Freiberger Holding GmbH, Berlin (Member of the Supervisory Board)
- PortionPack Europe Holding B. V., Oud-Beijerland/Netherlands (Chairman of the Supervisory Board)
- Raffinerie Tirlemontoise S. A., Brussels/Belgium (Member of the Conseil d'Administration)
- Südzucker Polska S. A., Wroclaw/Poland (Member of the Supervisory Board)
- Südzucker Versicherungs-Vermittlungs-GmbH, Mannheim (Chairman of the Advisory Board)

CV Thomas Kölbl

Gerd Kübler, Employee Representative, born in 1967

Graduate engineer

Head of Mining, K+S Aktiengesellschaft, Kassel

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: January 1, 2016

Other supervisory board mandates:
-

Other supervisory bodies:
-

CV Gerd Kübler

Nevin McDougall, Shareholder Representative (independent member), born in 1967

Master of Agriculture (Agricultural Economics & Business)

Independent Consultant/Entrepreneur, NLM Management Inc., London, Canada

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: May 15, 2018

Other supervisory board mandates:
-

Other supervisory bodies:
- BioEnterprise Corporation (Canadian non-profit corporation)

CV Nevin McDougall

Anke Roehr, Employee Representative, born in 1964

Industrial clerk

Chairwoman of the works council of Hanover site, K+S Minerals and Agriculture GmbH, Kassel (formerly: esco - european salt company GmbH & Co. KG, Hanover)

Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment: April 1, 2016

Other supervisory board mandates:
-

Other supervisory bodies:
-

CV Anke Roehr

The Supervisory Board Committees

Five bodies for effective governance

The work of the K+S Supervisory Board is distributed among various bodies. In this way, we ensure efficient control and targeted handling of complex issues.

Mediation Committee

The Mediation Committee formed in accordance with the provisions of the German Codetermination Act consists of the Chairman of the Supervisory Board, his deputy and one member each elected by the shareholder and employee representatives. It submits proposals to the Supervisory Board for the appointment of Management Board members if the required two-thirds majority is not achieved in the first ballot.

Andreas Kreimeyer, Speyer, Chairman, Shareholder Representative

Entrepreneur (former member of the Board of Executive Directors and Research Executive Director of BASF Aktiengesellschaft, Ludwigshafen (today: BASF SE, Ludwigshafen))
Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment to committee: May 10, 2017

Thomas Kölbl, Speyer, shareholder representative

Chief Financial Officer of Südzucker AG, Mannheim
Mandate until the end of the ordinary Annual General Meeting in 2022
Initial appointment to committee: May 15, 2018

Ralf Becker, Lindwedel, Employee representative

Regional Manager North of IG Bergbau, Chemie, Energie, Hannover (Mining, Chemical and Energy Industrial Union)
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Axel Hartmann, Neuhof, Employee representative

Chairman of the General Works Council of the K+S Group
Chairman of the Works Council of the Neuhof-Ellers Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Strategy Committee

The Strategy Committee was established at the meeting of the Supervisory Board on May 10, 2017 and is responsible for this:

advising the Board of Executive Directors on and reviewing the strategic development of the Company and reporting on this to the Supervisory Board;
preparing decisions of the Supervisory Board on acquisitions, divestitures, investments, organizational changes or restructurings requiring approval;
advising the Board of Executive Directors on corporate strategy issues and projects of strategic relevance.

Dr. Andreas Kreimeyer, Speyer, Chairman, Shareholder Representative

André Bahn, Hohenroda , Employee Representative

Deputy Chairman of the general works council of K+S Group
Chairman of the works council of Werra plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: December 3, 2019

Ralf Becker, Lindwedel, Employee Representative

Philip Freiherr von dem Bussche, Bad Essen, Shareholder Representative

Entrepreneur/Agriculturist
Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment to committee: May 10, 2017

Audit Committee

The Audit Committee is responsible for

the examination of the annual financial statements, the consolidated financial statements, the respective management reports and the Executive Board's proposal for the appropriation of profits,
the proposal for the election of the auditor,
the definition of certain focal points of the audit,
the remuneration and independence of the auditor, and
dealing with compliance and risk management systems.

Thomas Kölbl, Speyer, Chairman, Shareholder Representative

Chief Financial Officer of Südzucker AG, Mannheim
Mandate until the end of the ordinary Annual General Meeting in 2022
Initial appointment to committee: May 10, 2017

Petra Adolph, Employee Representative

Board Secretary (co-determination/legal/occupational health protection), IG Bergbau, Chemie, Energie, Hanover
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Ralf Becker, Lindwedel, Employee Representative

Jella Benner-Heinacher, Meerbusch, Shareholder Representative

Deputy General Manager of Deutsche Schutzvereinigung für Wertpapierbesitz e.V., Düsseldorf
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Axel Hartmann, Neuhof, Employee Representative

Chairman of the General Works Council of the K+S Group
Chairman of the Works Council of Neuhof-Ellers Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: August 19, 2014

Dr. Andreas Kreimeyer, Speyer, Shareholder Representative

Personnel Committee

The Personnel Committee is responsible for preparing the appointment of members of the Board of Executive Directors (including long-term succession planning) and determining the terms and conditions of their employment contracts. With regard to the determination of the total remuneration of the individual members of the Board of Executive Directors, the committee submits proposals for resolutions to the full Supervisory Board.

Andreas Kreimeyer, Speyer, Chairman, Shareholder Representative

Ralf Becker, Lindwedel, Employee Representative

Dr. Elke Eller, Hanover, Shareholder Representative

Member of the Executive Board of TUI Aktiengesellschaft, Hanover
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Michael Knackmuß, Farsleben, Employee Representative

Chairman of the Works Council of Zielitz Plant, K+S Minerals and Agriculture GmbH, Kassel (formerly: K+S KALI GmbH, Kassel)
Mandate until the end of the ordinary Annual General Meeting in 2023
Initial appointment to committee: May 15, 2018

Nomination Committee

The Nomination Committee was formed in accordance with the German Corporate Governance Code in order to make recommendations to the Supervisory Board regarding proposals for the election of shareholder representatives to the Supervisory Board. The Nomination Committee is composed exclusively of shareholder representatives.

Andreas Kreimeyer, Speyer, Chairman, Shareholder Representative

Jella Benner-Heinacher, Meerbusch, Shareholder Representative

Philip Freiherr von dem Bussche, Bad Essen, Shareholder Representative

Entrepreneur/Agriculturist
Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment to committee: May 12, 2015

George Cardona, Monaco, Shareholder Representative

Economist
Mandate until the end of the ordinary Annual General Meeting in 2020
Initial appointment to committee: May 14, 2013

Honorary Chairman of the Supervisory Board

Our Honorary Chairman

Dr. Ralf Bethke, born 1942

Business graduate

Member of the Supervisory Board: July 1, 2007 until the end of the Annual General Meeting 2017
Chairman of the Supervisory Board: May 14, 2008 until the end of the Annual General Meeting 2017
1991 - 2007: Chairman of the Board of Executive Directors of K+S Aktiengesellschaft

Curriculum Vitae of Dr. Ralf Bethke

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The Supervisory Board of K+S

Dr. Andreas Kreimeyer, shareholder representative (independent member), born 1955

Other members of the Supervisory Board

Ralf Becker, Employee Representative - Deputy Chairman, born in 1965

Petra Adolph, Employee Representative, born in 1964

André Bahn, Employee Representative, born in 1968

Jella Benner-Heinacher, Shareholder Representative, born in 1960

Peter Bleckmann, Employee Representative, born in 1962

Philip Freiherr von dem Bussche, Shareholder Representative (independent member), born in 1950

George Cardona, Shareholder Representative (independent member), born in 1951

Dr. Elke Eller, Shareholder Representative (independent member), born in 1962

Gerd Grimmig, Shareholder Representative (independent member), born in 1953

Axel Hartmann, Employee Representative, born in 1958

Michael Knackmuß, Employee Representative, born in 1975

Thomas Kölbl, Shareholder Representative (independent member), born in 1962

Gerd Kübler, Employee Representative, born in 1967

Nevin McDougall, Shareholder Representative (independent member), born in 1967

Anke Roehr, Employee Representative, born in 1964

Five bodies for effective governance

Mediation Committee

Strategy Committee

Audit Committee

Personnel Committee

Nomination Committee

Our Honorary Chairman

Dr. Ralf Bethke, born 1942

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Code of Business Conduct & Ethics

Corporate Governance

Annual General Meeting