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 each quarter. Eight 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. Central topics of the meetings included business trends, the strategic development of the Group, ongoing and planned expansion projects, focus areas of research and development, personnel measures and organizational development, the Hygiene Austria case, as well as the discussion and approval of the budget for the 2022 financial year and medium-term planning for the 2023 to 2026 period.
The Supervisory Board of Lenzing AG appointed seven committees from among its members in the 2021 financial year (C-Rules 34 and 39 of the ACCG):
Audit Committee
The Audit Committee carries out the responsibilities defined by Section 92 Para. 4a of the Austrian Stock Corporation Act (AktG). Accordingly, it is responsible, in particluar, for monitoring the accounting process and making recommendations or suggestions to ensure its reliability. This committee also oversees the effectiveness of the internal control system, internal audit and risk management. It supervises the audit of the annual separate and consolidated financial statements, examines and monitors the independence of the auditor 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 Chairman 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 Audit Committee met four times in the 2021 financial year. The meetings focused on the reports and work of the auditor, compliance, sustainability reporting and the implementation of the internal audit schedule and the Risk Report.
Members: Patrick Prügger (Chairman, financial expert), Peter Edelmann, Franz Gasselsberger, Markus Fürst (since April 14, 2021), Johann Schernberger, Georg Liftinger
Nomination Committee
The Supervisory Board has established a Nomination Committee. It 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 2021 financial year, the Nomination Committee held five meetings. These dealt particularly with issues of succession planning and the recruitment search for members of the Managing Board.
Members: Peter Edelmann (Chairman), Veit Sorger (until April 14, 2021), Astrid Skala-Kuhmann, Stefan Fida (since April 14, 2021), Markus Fürst (since April 14, 2021), Johann Schernberger, Georg Liftinger
Remuneration Committee
The Supervisory Board has established a Remuneration 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. Twelve meetings of the Remuneration Committee were held in the 2021 financial year. These dealt particularly with the addition of ESG targets to the remuneration policy approved by the 2021 Annual General Meeting, the Managing Board evaluation and target agreements for 2021, and the conclusion, adjustment, and termination of employment contracts with members of the Managing Board.
Members: Peter Edelmann (Chairman), Veit Sorger (until April 14, 2021), Markus Fürst (since April 14, 2021), Stefan Fida (since April 14, 2021), Astrid Skala-Kuhmann (since April 14, 2021)
Strategy Committee
The Supervisory Board dissolved the Strategy Committee at the constituent Supervisory Board meeting on April 14, 2021, so that in the future the plenary body could handle the review of the company’s strategic positioning and the monitoring of strategy implementation. No meeting was held in the 2021 financial year. The strategy issue was dealt with at two Supervisory Board meetings.
Members: Peter Edelmann (Chairman), Astrid Skala-Kuhmann, Patrick Prügger, Christian Bruch, Melody Harris-Jensbach, Johann Schernberger, Georg Liftinger, Helmut Kirchmair
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. Two meetings were held in the 2021 financial year at which contracts requiring urgent approval were approved.
Members: Peter Edelmann (Chairman), Patrick Prügger (until April 14, 2021), Markus Fürst (since April 14, 2021), Johann Schernberger
Committee for Large CapEx Projects
The Supervisory Board has established a Committee for Large CapEx Projects. This committee deals with the ongoing support, consulting and controlling of the two large projects for the construction of a lyocell fiber plant in Thailand and the construction of a dissolving wood pulp plant in Brazil. The committee met five times in the 2021 financial year.
Members: Peter Edelmann (Chairman), Christian Bruch, Johann Schernberger
Hygiene Austria Committee
At the meeting on March 10, 2021, the Supervisory Board of Lenzing AG set up the Hygiene Austria Committee in order to accompany the special audit relating to the Hygiene Austria case which had been initiated by the Managing and Supervisory boards, and to supervise the processing of the case as well as all Managing Board measures in connection with the Hygiene Austria case. This committee convened for ten meetings in the 2021 financial year.
Members: Peter Edelmann (Chairman), Patrick Prügger, Stefan Fida, Markus Fürst (since April 14, 2021), Johann Schernberger, Georg Liftinger