Progress of the implementation
The Supervisory Board’s current composition fulfils the targets set out above.
The Supervisory Board is composed of people with different career paths, a wide range of experience and varying expertise, including members with considerable international experience. Through their training, professional experience and expertise, all members of the Supervisory Board have in-depth knowledge and expertise in the areas that are relevant to the company, in particular the core business areas of transport and logistics (specifically, port logistics), intermodal and real estate. With Prof. Dr. Burkhard Schwenker, Holger Heinzel, Dr. Sibylle Roggencamp, Bettina Lentz and Dr. Norbert Kloppenburg (until 10 January 2025) and now Kristin Berger and Hugues Favard (since 4 and 5 February 2025, respectively), the Supervisory Board has members with expertise in auditing and accounting.
Of the participants, 33.3 % were women and thus the proportion exceeded 30 %. Only Prof. Dr. Rüdiger Grube exceeded the age limit at the last election. With the exception of Dr. Norbert Kloppenburg, who stepped down from the Supervisory Board effective 10 January 2025, and Dr. Sibylle Roggencamp, who is not classed as independent due to her activities for the indirect majority shareholder of HHLA, the Free and Hanseatic City of Hamburg, no member has served for longer than twelve years on the Supervisory Board. Most members comply with the limits on mandates.
The Supervisory Board is of the opinion that all shareholder representatives are independent of the company and the Executive Board and that the Chairman of the Supervisory Board, Prof. Dr. Rüdiger Grube and the Chairman of the Audit Committee, Prof. Dr. Burkhard Schwenker, are also independent of the controlling shareholder. This also applies to Dr. Norbert Kloppenburg, who held the position of Chair of the Audit Committee until he stepped down on 10 January 2025. With regard to Dr. Norbert Kloppenburg, the Supervisory Board points out as a matter of precaution that he joined the Supervisory Board in June 2012 and therefore served on it for more than twelve years before he stepped down. Within the overall assessment according to the recommendation in C.7 of the GCGC, the Supervisory Board came to the conclusion that Dr. Norbert Kloppenburg was nonetheless to be deemed independent, particularly because the necessary distance from the Executive Board – including in the context of personnel changes in the Executive Board in recent years – had been maintained, because the way that he performed his duties gave no reason to doubt his independence, and he did not maintain any relevant relationships with the company, Executive Board or controlling shareholder outside of his mandate. The Supervisory Board therefore believes that Dr. Norbert Kloppenburg retained a sufficiently critical distance to the company and its Executive Board until he stepped down. With regard to Supervisory Board members Dr. Sibylle Roggencamp and Andreas Rieckhof, as well as Bettina Lentz, who stepped down on 6 January 2025, the Supervisory Board would also like to mention that these members primarily work for the indirect majority shareholder of HHLA, the Free and Hanseatic City of Hamburg, with which HHLA maintains significant business relationships – both directly and in the form of shareholdings and with institutions under public law that it oversees, such as the Hamburg Port Authority AöR. On the basis of the above information, during the reporting period or until Dr. Norbert Kloppenburg stepped down, the Supervisory Board had three fully independent members as per the GCGC; this corresponds to 50 % of the shareholder side or 25 % of the entire Supervisory Board. Since Dr. Norbert Kloppenburg stepped down, the Supervisory Board has two fully independent members as per the GCGC; this corresponds to 33.3 % of the shareholder side or 25 % of the entire Supervisory Board. Moreover, the Supervisory Board is of the opinion that the two union representatives on the employee side are also to be seen as independent; on this basis, the proportion of independent members of the Supervisory Board amounts to 41.7 %.
The Supervisory Board does not include any former members of the Executive Board.
The skills of individual Supervisory Board members are presented in the following qualification profile.