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 Supervisory Board currently has six standing committees: the Finance Committee, Audit Committee, Personnel Committee, Nomination Committee, Arbitration Committee and Real Estate Committee. The Takeover Committee set up in connection with the announcement by Port of Hamburg Beteiligungsgesellschaft SE in September 2023 that it would issue a voluntary public takeover bid to the shareholders of HHLA was dissolved following the completion of the investment and the conclusion of the business combination agreement on 10 February 2025. The chairpersons of the committees regularly report on the work of their respective committees at the following Supervisory Board meeting.

Finance Committee

Responsibilities: The Finance Committee prepares Supervisory Board meetings and resolutions of major financial importance, such as resolutions concerning investment projects, significant borrowing and lending, the assumption of guarantees and other financial transactions (each to the extent that they do not refer exclusively or primarily to the Real Estate subgroup). 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

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 audit of the annual financial statements and its effectiveness, which includes the independence of the auditor and the regular evaluation of the quality of the audit. It also decides on the approval of any additional services provided by the auditor (known as non-audit services). 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

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 issuing approvals for transactions subject to an approval requirement, the preliminary assessment of the documents for the Annual and consolidated financial statements (including the management reports), and preparing the Supervisory Board decision on the adoption of the annual financial statements, the approval of the consolidated financial statements and the Executive Board’s proposal for the use of distributable profit, each insofar as these relate to the Real Estate subgroup.

Personnel Committee

Responsibilities: The Personnel Committee prepares personnel decisions for the Supervisory Board and ensures long-term succession planning together with the Executive Board, taking the diversity concept for the Executive Board into account. 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, on behalf of the Supervisory Board in other legal transactions with Executive Board members and decides on approving the appointment of authorised signatories.

Nomination Committee

Responsibilities: In line with the statutory requirements, the rules of procedure, the recommendations of the Code, the skills and requirements profile 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

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 (until 10.02.2025)

Responsibilities: The Takeover Committee was established in September 2023 as a temporary committee and was responsible for all matters and decisions in relation to the takeover bid by Port of Hamburg Beteiligungsgesellschaft SE. After the completion of the takeover bid and the conclusion of the business combination agreement in November 2024, the Takeover Committee was dissolved with effect from 10 February 2025.