Supervisory Board

The Supervisory Board appoints, supervises and advises the members of the Management Board, and is directly involved in decisions of fundamental importance to the company. The Chair of the Supervisory Board coordinates the work of the Supervisory Board.

Members of the Supervisory Board of CECONOMY AG

The Supervisory Board comprises 20 members of whom ten are elected by the General Assembly and ten are elected by employees as required by the German Co-determination Act of 4 May 1976. Information regarding the members of the Supervisory Board, their professional profiles and details of other mandates are summarised here.

Jürgen Fitschen

CHAIRMAN

Jürgen Fitschen

Senior Advisor, Deutsche Bank AG

Thanks to his career encompassing various senior management positions at Deutsche Bank and previously Citibank, Mr. Fitschen has an outstanding knowledge of banking and finance matters. Having worked in Asia for many years, he is also familiar with the specific issues associated with emerging markets. Before the demerger of METRO GROUP, Mr. Fitschen was a long-standing member of the Supervisory Board of METRO AG. As a former co-CEO of Deutsche Bank AG, he also has exceptional experience of managing a publicly listed, globally operating company.

CV Jürgen Fitschen

Sylvia Woelke

DEPUTY CHAIRMAN

Sylvia Woelke

Manager Corporate Risk Management & Internal Controls, Media-Saturn-Holding GmbH, Chairwoman of the Works Council of Media-Saturn-Holding

Ms. Woelke is an economist with a strong background in retail, having specialised in this field during her studies and gathered ongoing professional experience. Furthermore, Ms. Woelke has a special knowledge of audit and control systems and risk management.

CV Sylvia Woelke

Wolfgang Baur

Department manager of the Logistics Department, Saturn Techno-Electro-Handelsgesellschaft mbH, Cologne and Chairman of the Works Council, Saturn Techno-Electro-Handelsgesellschaft mbH Cologne

Thanks to Mr. Baur role as Chairman of the Works Council for more than thirty years, he gained extensive experience in matters of co-determination at operational level. Due to his position at the Saturn store in Cologne, Mr. Baur has outstanding expertise in consumer electronics retail, most recently in the logistics sector.

CV Wolfgang Baur

Kirsten Joachim Breuer

Deputy Managing Director IG Metall branch office Erfurt

From his longtime activity for the IG Metall and the German Trade Union Confederation, Mr. Breuer has in-depth knowledge and experience in matters of co-determination and policy assistance. Due to his activities for the Thuringian Ministry for Economics, Labour and Technology, Mr. Breuer also has acquired special expertise in economic issues.

CV Kirsten Joachim Breuer

Karin Dohm

Global Program Director, Deutsche Bank AG

Ms. Dohm currently leads as Global Program Director an international project at Deutsche Bank, addressing topics around Corporate Governance, Finance and Treasury, Compliance, Risk and IT. Bevor that she was three years in charge of Regulatory and Government Affairs as well as Group Structuring at the group. She was responsible for the structural simplification of Deutsche Bank Group, the implementation of new regulations within the Group and the constructive dialogue with political and regulatory stakeholders. In the four years before she was the CFO for the Global Transaction Bank and the Chief Accounting Officer of the Bank. As a chartered Accountant and Tax Advisor with 14 years of experience in the advisory and audit business, Ms. Dohm has extensive specialist knowledge in the application of accounting standards and the design and implementation of internal control systems. She also has far-reaching experience in the work of supervisory bodies from her other mandates at listed companies in Germany and abroad.

CV Karin Dohm

Daniela Eckardt

Member of the checkout/information team, Saturn Alexanderplatz Berlin, Deputy Chairwoman of the Works Council, Saturn Alexanderplatz Berlin

As a qualified retail assistant with extensive professional experience, Ms. Eckardt has wide-ranging knowledge in various areas of specialist- and general retail. As deputy chairwoman of a works council, she also has a special knowledge of co-determination at operational level.

CV Daniela Eckardt

Dr Florian Funck

Member of the Management Board (CFO) of Franz Haniel & Cie. GmbH

At Haniel, Dr Funck is responsible for general services, business administration, finance and tax. Thanks to his career at Haniel and Takkt, Dr Funck is an expert in financial matters and also has experience in M&A. He has a wealth of expertise in relation to the work of supervisory bodies from his mandates in other supervisory boards, where he in several cases also is a member of the respective audit committee.

CV Dr Florian Funck

Ludwig Glosser

Service Manager and Lead Problem Manager Process Management, Media-Saturn IT Services GmbH, and Chairman of the Works Council of Media-Saturn IT Services GmbH

As a trained business computing expert who has already held various IT positions during his career at Media-Saturn, Mr. Glosser is highly experienced in questions relating to the digitization in retail. As a member and chairman of a works council, he also has hands-on experience of co-determination at operational level.

CV Ludwig Glosser

Julia Goldin

Executive Vice President and Chief Marketing Officer, Lego Group

At the Lego Group, Ms. Goldin is responsible for product development, marketing, research, licensing and corporate communications. Due to her professional career with positions at Revlon, Coca-Cola and Quaker Oats, Ms. Goldin possesses special expertise in the fields of consumer marketing, international trade, innovation, product development and digital disruption, particularly regarding the U.S., Europe and Asia.

CV Julia Goldin

Jo Harlow

Self-employed entrepreneur

Through different former leadership positions at Microsoft, Nokia, Reebok and Procter & Gamble, Ms. Harlow has gained specialist knowledge in consumer marketing in the U.S., in the United Kingdom and in Scandinavia. Moreover, she possesses special insights in the fields of innovation and digital disruption. As a non-executive director in the boards of foreign companies, she is also experienced with the tasks of a supervisory board.

CV Jo Harlow

Rainer Kuschewski

Self-employed entrepreneur

Mr. Kuschewski has many years of experience as member of the Supervisory Board of METRO AG and of other supervisory bodies within METRO GROUP. As former secretary of the administrative board on national level of the ver.di trade union, he has in-depth knowledge and experience of co-determination matters.

CV Rainer Kuschewski

Stefanie Nutzenberger

Member of the Executive Committee of the Trade Union ver.di

Due to her professional experience in the retail industry and her many years of experience in various positions at the trade union ver.di in the retail sector, Ms. Nutzenberger is familiar with the needs of both customers and employees. In addition, she has in-depth knowledge and practical expertise in all matters of co-determination at operational level.

CV Stefanie Nutzenberger

Claudia Plath

Member of the management board and Chief Financial Officer at ECE Projektmanagement G.m.b.H. & Co. KG, Hamburg

Due to her career at ECE Projektmanagement G.m.b.H. & Co. KG, Hamburg, Ms. Plath has an outstanding expertise in all matters of retail, particularly in location issues in the retail sector, as well as questions related to asset management and controlling. Furthermore, Ms. Plath has special knowledge of accounting and auditing as well as corporate management.

CV Claudia Plath

Jens Ploog

Senior Consultant Organization, Process and Projects, Media-Saturn Deutschland GmbH and Chairman of the Works Council Media-Saturn Deutschland GmbH

Due to his long-standing professional experience, Mr. Ploog has special knowledge in project management and project organisation. Most recently, as Senior Consultant in organisation, processes and projects, Mr. Ploog was responsible for the conception and introduction of new applications in the service industry.

CV Jens Ploog

Birgit Popp

Department manager HR Staff/Organisational Development and Change, Media-Saturn Deutschland GmbH

Ms. Popp holds a degree in teaching economics and has extensive experience in staff development and change management. Being trained as an insurance broker and having worked for an insurance group, she also has a special knowledge of the insurance business.

CV Birgit Popp

Dr Fredy Raas

Managing Director of Beisheim Holding GmbH, Baar, Switzerland

Dr Raas has extensive operational management experience as member of the management board and managing director at companies with international activities. Over the last years, he has also held mandates on various boards of directors in Switzerland and has been a member of the Supervisory Board of METRO AG since 2013. He specialises in the fields of retail and wholesale, M&A, logistics and finance.

CV Dr Fredy Raas

Jürgen Schulz

Department manager of the Service Department, Saturn Bielefeld, Chairman of the Works Council, Saturn Bielefeld

Due to his position at the Saturn store in Bielefeld, Mr. Schulz has outstanding expertise in consumer electronics retailing. He is particularly knowledgeable in the field of after-sales with strong customer retention. Before the demerger of METRO GROUP, Mr. Schulz was a member of the Supervisory Board of METRO AG. Thanks to his membership in the Supervisory Board of METRO AG and his role as Chairman of the Works Council, he has extensive experience in matters of co-determination at corporate and operational level.

CV Jürgen Schulz

Regine Stachelhaus

Self-employed entrepreneur

Ms. Stachelhaus has extensive executive experience, having previously served on the management board of E.ON and in the management board of Hewlett Packard Germany. In her career, Ms. Stachelhaus has acquired special expertise in the areas of HR, European governance systems, consumer electronics and digitisation. Ms. Stachelhaus also serves on a number of other supervisory bodies at various multinational companies.

CV Regine Stachelhaus

Christoph Vilanek

CEO, freenet AG

As CEO of freenet AG and member of supervisory boards and boards of directors of other (listed) companies, Mr. Vilanek has extensive experience in retail, technology and international experience as well as digitalization and experience in management.

CV Christoph Vilanek

Committees of the Supervisory Board of CECONOMY AG

The Supervisory Board may form one or more committees from among its members to exercises its functions. The Supervisory Board has currently formed four committees: Presidential Committee, Audit Committee, Nomination Committee and Mediation Committee pursuant to Sec. 27 para. 3 of the German Co-determination Act [MitbestG].

The committees generally prepare Supervisory Board-level consultations and resolutions within the framework of their responsibilities as stipulated by the Bylaws of the Supervisory Board or law. In addition, the Supervisory Board has transferred decision-making responsibilities to the committees within legally permitted parameters. Within these responsibilities, the committees act directly on behalf of the Supervisory Board.

The responsibilities of the Supervisory Board of CECONOMY AG committees are as follows:

Presidential Committee
In consideration of Sec. 107 para. 3 sentence 4 German Stock Corporation Act [AktG], the Presidential Committee in lieu of the Supervisory Board resolves upon the following matters:
- Resolution-taking on elements qualifying non-compensation-relevant of the employment contracts of members of the Management Board;
- Approval of other activities of a member of the Management Board within the meaning of Sec. 88 AktG as well as approval of the assumption of secondary occupations, especially Supervisory Board mandates in companies outside the Group companies;
- Succession planning for the Management Board;
- Legal transactions with members of the Management Board pursuant to Sec. 112 German Stock Corporation Act [AktG];
- Granting of loans to the group of people listed in Sec. 89 and Sec. 115 German Stock Corporation Act [AktG] (especially Management Board and Supervisory Board members); insofar as the granting of a loan to a member of the Management Board is to be deemed to be part of the compensation, the Presidential Committee will become active only preparatorily;
- Approval of contracts with members of the Supervisory Board pursuant to Sec. 114 German Stock Corporation Act [AktG];
- Legal transactions which require the approval of the Supervisory Board according to Sec. 6 para. 1 lit. e of the Bylaws of the Management Board of the company;
- Resolution-taking in such cases in which, in order to prevent the Company from considerable disadvantages, a suspension until the next meeting of the Supervisory Board deems unacceptable and also with a voting of the Supervisory Board within the required time frame cannot be brought about; the resolution must be reported in the next meeting of the Supervisory Board;
- Resolution-taking on other matters that the Supervisory Board transferred the Presidential Committee by resolution.
The Presidential Committee acts in a preparatory capacity for the Supervisory Board and submits recommendations for resolutions concerning:
- Appointment and dismissal of Management Board members; in its considerations the committee takes into account that the term of office of a member of the Management Board of the Company as a rule should not extend beyond the age of 65;
- Determination of the remuneration system for the members of the Management Board as well as the fixation and if necessary the reduction of the individual remuneration of the members of the Management Board pursuant to Sec. 87 para. 1 and para. 2 AktG;
- Supervision of the application of the German Corporate Governance Code as well as preparation of the yearly compliance statement.
Members
Jürgen Fitschen (Chairman)
Sylvia Woelke
Regine Stachelhaus
Jens Ploog
Audit Committee
In lieu of the Supervisory Board, the Audit Committee performs the following tasks:
- Engaging in questions of accounting as well as supervising the accounting process; in this respect, the Committee will regularly have reported to it by the Management Board the effects of any new features of the accounting and reporting standards, especially IFRS, relevant to the Group or the Company; it may make recommendations or proposals for the safeguarding of the integrity of the accounting process;
- Discussing the quarterly financial reports and the half-yearly financial report as well as discussing the audit of the partial results;
- Supervising the year-end audit and determining the audit emphasis;
- Supervising and safeguarding the independency of the auditor during the performance of the audit as well as occupation with the additional services rendered by the auditor; the rendering of not prohibited non-audit services by the auditor and his network to the Company or a company of the Group requires the prior approval of the Audit Committee; the Audit Committee may issue guidelines for the rendering of such services;
- Conduction of tender and selection processes for auditor assignments in accordance with the legal provisions for the external rotation of the auditor, in particular articles 16 et seq. of the EU regulation on auditors (Regulation (EU) no. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC.);
- Engaging in questions of group tax planning;
- Engaging with the report by the Management Board on donations.
In addition, the Audit Committee shall perform preparatory work for the Supervisory Board and issue resolutions proposals. The preparatory work of the Audit Committee comprises the following tasks:
- Questions of risk management and supervising the efficacy of the risk management system;
- Supervising the efficacy of the internal audit system, internal control systems as well as so-called "anti-fraud"-measures;
- Questions of Compliance and supervising the Compliance Management System within the Group;
- Examining the annual and the consolidated financial statements including the respective management reports on the basis of the results of the audit and the supplementary explanations by the auditor and the evaluation of the audit reports as well as the examination of the proposal of the Management Board with regard to the appropriation of the balance sheet profit and
- as the case may be, examining the dependency report;
- Proposal of the Supervisory Board to the Annual General Meeting as regards the election of the auditor as well as the placement of the audit assignment with the auditor and concluding the audit fee agreement; with respect to the recommendation of the Audit Committee as regards the election of the auditor the provisions of art. 16 para. 2 of the EU regulation on auditors must be observed; Medium-term plan and annual budget for the Group.
Members
Karin Dohm (Chairwoman)
Sylvia Woelke (Deputy Chairwoman)
Claudia Plath
Dr. Florian Funck
Ludwig Glosser
Rainer Kuschewski
Nomination Committee

The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to propose to the Annual General Meeting for election as shareholder representatives.

Members
Jürgen Fitschen (Chairman)
Claudia Plath
Regine Stachelhaus
Mediation Committee pursuant to Sec. 72 para. 3 German Co-determination Act

By law, the Mediation Committee is responsible for submitting proposals concerning appointments or revocations of appointments of members of the Management Board in the instances outlined in Sec. 31 para. 3 sentence 1 German Co-determination Act [MitbestG], respectively in Sec. 31 para. 5 MitbestG in conjunction with Sec. 31 para. 3 sentence 1 MitbestG.

Members
Jürgen Fitschen (Chairman)
Sylvia Woelke
Claudia Plath
Ludwig Glosser