Composition

HSH Nordbank's Supervisory Board consists of 16 members, of whom – in accordance with the provisions of the German Co-­Determination Act – half are shareholder representatives and half are employee representatives. The capital side of the Supervisory Board comprises mainly experts from the business community who are independent of both the shareholders and the Bank. Four members of the Supervisory Board previously held executive positions at German and non-German financial institutions. One member also sits on the management board of a credit insurance company. The members of the Supervisory Board furthermore include one independent auditor, the managing director of an international private equity company and the managing director of an equity holding company.

Section 5.4.1 of the GCGC stipulates that the Supervisory Board is to state specific objectives regarding its composition which, while considering the specifics of the enterprise, take into account its international activities, potential conflicts of interest, the number of independent Supervisory Board members, an age limit to be speci­fied for the members of the Supervisory Board as well as diversity. The latter objective particularly calls for an appropriate degree of representation by women.

The objectives of the Supervisory Board, adopted in 2011, are as follows:

  1. HSH Nordbank will seek to have at least one non-German member on its Supervisory Board in the future as well.
  2. When nominating new members to the Supervisory Board, HSH Nordbank will seek to avoid potential conflicts of interest, while also taking the Rules of Procedure for the Supervisory Board into due consideration, in future as well.
  3. HSH Nordbank will seek to adhere to the age limit of 68 years as of the date of appointment stipulated in the Rules of Procedure for the Supervisory Board in future as well.
  4. HSH Nordbank will seek to maintain the proportion of representation by women at the current level of 20 % at least in future as well. The Supervisory Board considers a target quota of 30 % to be an appropriate percentage of women for the time being.
  5. The Supervisory Board aims to ensure that at least half of its members on the shareholder side will be independent, as is the case at present (objective supplemented in 2012).

When nominating new members, care is taken to avoid potential conflicts of interest in order to ensure the independence of members. The age limit of 68 years at the time of the appointment was not exceeded in any of the appointments. The Nominating Committee will also consider the objective of appropriate gender diversity in its proposals to the Supervisory Board for new members of the Supervisory Board to be elected during the annual general meeting. As a codetermined company, HSH Nordbank is also subject to the law on the equal participation of women and men in executive positions in the private and public sectors (“quota law”). The Supervisory Board therefore once again reaffirmed its existing target for the proportion of women on the Supervisory Board. With a 37.5 % proportion of women, the Supervisory Board has already attained the objective that it set itself. The proportion of women on the shareholder side is 25 % and on the employee side it is 50 %.

Following the Supervisory Board’s annual efficiency audit, the Board considered the expertise, abilities and experience existing on it and updated the expertise profile, which was first compiled in 2014. The expertise profile gives the Supervisory Board an overview of the skills represented on the Board. The Board will in the future consequently be able, when making required appointments and searching for suitable candidates, to directly formulate corresponding objects to replace or complement skills.