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. Five 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 Group’s strategic development, ongoing and planned expansion projects, research and development focus areas, personnel measures and organizational development, as well as the discussion and approval of the budget for the 2023 financial year and medium-term planning for the 2024 to 2027 period.
The Supervisory Board of Lenzing AG appointed six committees from among its members in the 2022 financial year (C-Rules 34 and 39 of the ACCG):
The Audit Committee fulfils the responsibilities defined by Section 92 Para. 4a of the Austrian Stock Corporation Act (AktG). Accordingly, it is responsible, in particular, 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 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 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 three times in the 2022 financial year. Meetings covered the reports and work of the auditor, compliance and sustainability reporting, as well as internal audit reports and the Risk Report.
Members: Patrick Prügger (Chair, financial expert), Peter Edelmann (until April 26, 2022), Thomas Cord Prinzhorn (since April 26, 2022), Dr. Franz Gasselsberger, Dr. Markus Fürst, Johann Schernberger, Georg Liftinger
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 2022 financial year, four meetings of the Nomination Committee were held. These dealt in particular with issues of succession planning on the Managing Board, especially for the CEO and CFO, succession planning for the Supervisory Board, and talent management.
Members: Peter Edelmann (Chair until April 26, 2022), Thomas Cord Prinzhorn (Chairman since April 26, 2022), Dr. Astrid Skala-Kuhmann, Dr. Stefan Fida, Dr. Markus Fürst, Johann Schernberger, Georg Liftinger
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. Eight meetings of the Remuneration Committee were held in the 2022 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 2022, and the conclusion, adjustment, and termination of employment contracts with members of the Managing Board.
Members: Peter Edelmann (Chair until April 26, 2022), Thomas Cord Prinzhorn (Chair since April 26, 2022), Dr. Markus Fürst (until April 26, 2022), Dr. Stefan Fida, Dr. Astrid Skala-Kuhmann (until April 26, 2022)
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. No meeting was held in the 2022 financial year.
Members: Peter Edelmann (Chair until April 26, 2022), Thomas Cord Prinzhorn (Chair since April 26, 2022), Dr. Markus Fürst, 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 four times in the 2022 financial year. The Committee for Large CapEx Projects was dissolved at the 324th Supervisory Board meeting on September 21, 2022, with effect as of September 30, 2022.
Members: Peter Edelmann (Chair until April 26, 2022), Thomas Cord Prinzhorn (Chair since April 26, 2022) Dr. 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 met once in the 2022 financial year. The committee was dissolved at the 322nd meeting of the Supervisory Board on April 26, 2022.
Members: Peter Edelmann (Chair), Patrick Prügger, Stefan Fida, Markus Fürst (since April 14, 2021), Johann Schernberger, Georg Liftinger