Committees
The Supervisory Board carries out its work both in full council and in committees. The standing committees and their responsibilities are set out in the Supervisory Board’s rules of procedure. The chairpersons of the committees regularly report on the work of their respective committees at the following Supervisory Board meeting. The Supervisory Board currently has six standing committees: the Finance Committee, Audit Committee, Personnel Committee, Nomination Committee, Arbitration Committee and Real Estate Committee. Following the announcement by Port of Hamburg Beteiligungsgesellschaft SE that it would issue a voluntary public takeover bid to the shareholders of HHLA, the Supervisory Board also set up a Takeover Committee as a temporary body in September 2023.
Finance Committee
Members: Dr. Sibylle Roggencamp (Chair), Stefan Koop (Deputy Chair), Alexander Grant, Dr. Norbert Kloppenburg, Susana Pereira Ventura (until 17 January 2024), Prof. Dr. Burkhard Schwenker
Responsibilities: The Finance Committee prepares Supervisory Board meetings and resolutions of major financial importance, such as equity acquisitions/disposals, resolutions to be adopted concerning significant borrowing and lending, the assumption of guarantees for third-party liabilities, financial investments and other financial transactions. It also deals with the quarterly reports on the course of business and with planning and investment issues, such as the budget and medium-term planning.
Audit Committee
Members: Dr. Norbert Kloppenburg (Chair), Alexander Grant (Deputy Chair), Stefan Koop, Dr. Isabella Niklas (until 21 December 2023), Susana Pereira Ventura (until 17 January 2024), Prof. Dr. Burkhard Schwenker
Responsibilities: The Audit Committee is mainly concerned with auditing accounts and monitoring the accounting process, the effectiveness of the internal control system, the risk management system, the internal audit system and compliance. It monitors the auditing of the annual financial statements and its effectiveness, which includes checking the independence of the auditor and any non-audit services, and regularly evaluates the quality of the audit. It is also responsible for preparing the process of electing the auditor (including any shortlisting procedures) and deciding on external reviews of non-financial statements and reports.
Real Estate Committee
Members: Dr. Isabella Niklas (Chair) (until 31 December 2023), Franziska Reisener (Deputy Chair), Alexander Grant, Holger Heinzel, Dr. Sibylle Roggencamp, Prof. Dr. Burkhard Schwenker
Responsibilities: The Real Estate Committee is responsible for all issues, reports and decisions that relate either wholly or overwhelmingly to the Real Estate subgroup (S division). In particular, this includes decisions on transactions subject to an approval requirement, examining and preparing the Supervisory Board’s decision on the adoption of the annual financial statements, as well as the approval of the consolidated financial statements, and the proposal on the appropriation of profit insofar as these relate to the Real Estate subgroup.
Personnel Committee
Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Stefan Koop, Franziska Reisener, Andreas Rieckhof, Dr. Sibylle Roggencamp
Responsibilities: The Personnel Committee prepares the personnel decisions to be taken by the Supervisory Board and, together with the Executive Board, ensures that a long-term succession plan is in place. It prepares the Supervisory Board resolution on the remuneration system for Executive Board members and the specification of remuneration for individual members, represents the company, where legally permissible, in other legal transactions with Executive Board members and decides on approving the appointment of authorised signatories.
Nomination Committee
Members: Prof. Dr. Rüdiger Grube (Chair), Andreas Rieckhof (Deputy Chair), Dr. Sibylle Roggencamp
Responsibilities: In line with the statutory requirements, the rules of procedure, the recommendations of the Code, the skills and requirements matrix for the Supervisory Board and the targets adopted regarding its composition, the Nomination Committee proposes suitable candidates to the Supervisory Board to stand for election at the Annual General Meeting as shareholder representatives on the Supervisory Board.
Arbitration Committee
Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Stefan Koop, Andreas Rieckhof
Responsibilities: The Arbitration Committee performs the duties defined in Section 31 (3) of the German Co-Determination Act (MitbestG). This entails making proposals to the Supervisory Board for appointing members of the Executive Board if the statutory majority of two thirds of the Supervisory Board members’ votes is not reached after the first round of voting.
Takeover Committee
Members: Prof. Dr. Rüdiger Grube (Chair), Berthold Bose (Deputy Chair), Holger Heinzel, Dr. Norbert Kloppenburg, Stefan Koop, Prof. Dr. Burkhard Schwenker
Responsibilities: The Takeover Committee is responsible for all matters and decisions in relation to the takeover bid by Port of Hamburg Beteiligungsgesellschaft SE. This includes, in particular, preparations and decisions relating to the reasoned statement to be issued in accordance with Section 27 WpÜG, the decision on the agreement to conclude a business combination agreement with the bidder, and the decision on other resolutions that are solely or primarily concerned with the takeover bid (or any competing bids).