In order to fulfill its responsibility to monitor the work of the Managing Board, the Supervisory Board of Lenzing AG holds meetings at least once every quarter. Six Supervisory Board meetings were held during the reporting year (C-Rule 36). The Supervisory Board was informed by the Managing Board about business performance as well as major transactions and measures. The Supervisory Board supervised the work of the Managing Board and provided advice regarding significant strategic decisions. The main topics discussed at the meeting included trends in the business situation, the strategic development of the Group including ESG topics, the status of investment projects that had been implemented, measures to mitigate the negative effects of the current economic environment, analysis and discussion of market trends for fibers and pulp, discussion of the KPIs relevant for Lenzing and their trend over the coming years, preparation and implementation of a capital increase, objectives and progress of the performance program that had been launched, as well as research and development.
The Supervisory Board of Lenzing AG appointed eight committees from among its members in the 2023 financial year (C-Rules 34 and 39 of the ACCG):
Audit Committee
The Audit Committee fulfills the responsibilities defined by Section 92 Para. 4a of the Austrian Stock Corporation Act (AktG). Accordingly, it is especially responsible for monitoring the financial accounting process and making recommendations or suggestions to ensure its reliability. This committee also oversees the effectiveness of the internal control system, of internal auditing, and of the risk management system. It supervises the audit of the separate and consolidated financial statements, examines and monitors the auditor’s independence, and approves and controls non-audit services. The Audit Committee also examines the annual financial statements and prepares their approval by the full Supervisory Board, evaluates the Managing Board’s proposal for the distribution of profits, the Management Report, and the Group Corporate Governance Report. The chair of the Audit Committee defines the reciprocal communication between the auditor and the Audit Committee (C-Rule 81a of the ACCG). The committee is required to report to the Supervisory Board on its activities. The committee is required to report to the Supervisory Board on its activities. Reports from the Managing Board, the auditor, the compliance, internal audit, and risk management departments were discussed, as well as the financial accounting processes and the internal control system. In addition, the auditor’s independence was monitored.
Members: Gerhard Schwartz (Chair, financial expert; since April 19, 2023), Patrick Prügger (Chair, financial expert; until April 19, 2023), Thomas Cord Prinzhorn, Dr. Franz Gasselsberger, Dr. Markus Fürst, Johann Schernberger, Georg Liftinger (until April 30, 2023), Stephan Gruber (since May 1, 2023)
Nomination Committee
The Supervisory Board has formed a Nomination Committee. This committee makes recommendations to the Supervisory Board for appointments to fill vacant positions on the Managing Board and deals with issues related to succession planning. Recommendations are also made to the Annual General Meeting for appointments to the Supervisory Board. In the 2023 financial year, three meetings of the Nomination Committee were held. These dealt in particular with issues of succession planning for the Managing Board, succession planning for the Supervisory Board, and talent management.
Members: Thomas Cord Prinzhorn (Chair), Dr. Astrid Skala-Kuhmann, Dr. Stefan Fida, Dr. Markus Fürst, Johann Schernberger, Georg Liftinger
Remuneration Committee
The Supervisory Board has formed a Nomination Committee. It deals with the terms and conditions of the employment contracts with the members of the Managing Board and ensures compliance with C-Rules 27, 27a and 28 of the ACCG. In addition, the Remuneration Committee is responsible for preparing and reviewing the remuneration policy for the Managing Board members and Supervisory Board members, and for controlling the implementation of the remuneration policy for Managing Board members. The Remuneration Committee held four meetings in the 2023 financial year, which dealt in particular with the Managing Board evaluation, target agreements, ensuring appropriate remuneration for Managing Board members in the challenging 2023 year, as well as the arrangement, adjustment or termination of employment contracts with Managing Board members.
Members: Thomas Cord Prinzhorn (Chair), Dr. Stefan Fida
Committee for Urgent Matters
The Supervisory Board has formed a committee to deal with urgent matters. It is authorized to make decisions in particularly urgent cases relating to transactions that require Supervisory Board approval. One meeting was held in the 2023 financial year.
Members: Thomas Cord Prinzhorn (Chair) Dr. Markus Fürst, Johann Schernberger
Strategy, Growth and Innovation Committee
The Supervisory Board of Lenzing Aktiengesellschaft established the Strategy, Growth and Innovation Committee at the Supervisory Board meeting on April 19, 2023. This committee deals with reviewing the company’s strategic positioning, the monitoring of strategy implementation, and with growth and innovation projects. In 2023, the committee primarily dealt with issues relating to strategic positioning within the competitive environment and with the innovation roadmap. One meeting was held in the 2023 financial year.
Members: Thomas Cord Prinzhorn (Chair), Dr. Markus Fürst, Dr. Astrid Skala-Kuhmann, Melody Harris-Jensbach, Dr. Christian Bruch, Nicole van der Elst Desai, Johann Schernberger, Georg Liftinger, Helmut Kirchmair
ESG Committee
The Supervisory Board of Lenzing Aktiengesellschaft established the ESG Committee at the Supervisory Board meeting on April 19, 2023. This committee is intended to support the Managing Board, the full Supervisory Board, the Audit Committee and the Strategy, Growth and Innovation Committee in matters relating to non-financial reporting and strategic ESG issues. One meeting was held in the 2023 financial year.
Members: Thomas Cord Prinzhorn (Chair), Gerhard Schwartz, Dr. Astrid Skala-Kuhmann, Nicole van der Elst Desai, Johann Schernberger, Stephan Gruber
Project Green Committee
At the Supervisory Board meeting on May 30, 2023, the Supervisory Board of Lenzing Aktiengesellschaft established the Project Green Committee to support the capital increase prepared by the Managing Board and to approve corresponding resolutions for the full Supervisory Board. Two meetings were held in the 2023 financial year. The committee was dissolved as of August 15, 2023.
Members: Thomas Cord Prinzhorn (Chair), Gerhard Schwartz, Johann Schernberger
Value Creation Committee
At the Supervisory Board meeting on July 10, 2023, the Supervisory Board of Lenzing Aktiengesellschaft established the Value Creation Committee to monitor the design and implementation of the performance enhancement program initiated by the Managing Board. Two meetings were held in the 2023 financial year.
Members: Thomas Cord Prinzhorn (Chair), Gerhard Schwartz, Dr. Stefan Fida, Dr. Markus Fürst, Helmut Kirchmair, Georg Liftinger