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.

Thomas Dannenfeldt

CHAIRMAN

Thomas Dannenfeldt

Self-employed entrepreneur

Due to his professional career in various high-ranking management positions at Deutsche Telekom, Mr Dannenfeldt has outstanding knowledge in the areas of service, digitalisation, technology and marketing. Through his work as Chief Financial Officer of Deutsche Telekom AG until 2018, he also brings with him exceptional experience in the management of a listed global company and in all financial topics, including accounting and auditing.

CV Thomas Dannenfeldt

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

Katrin Adt

Vice President Mercedes-Benz Retail Cars & Vans Europe, Mercedes-Benz AG

At Mercedes-Benz AG, Ms. Adt is responsible for the end-customer business with new and used passenger cars and vans of the Mercedes-Benz and smart brands as well as the related service offering. In addition to her extensive experience in the trade and the understanding of the markets in which CECONOMY operates, also acquired through her international career, Ms. Adt has a strong expertise in the areas of marketing and human resources.

CV Katrin Adt

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

Member of the Management Board, Hornbach Baumarkt AG und Hornbach Management AG

On the Board of Management of Hornbach Baumarkt AG and Hornbach Management AG, Ms. Dohm is responsible for the Finance division. As a tax consultant and auditor, she has extensive specialist knowledge in the application of accounting standards and internal control procedures. Furthermore, Ms. Dohm has far-reaching experience in the work of supervisory bodies.

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

Sabine Eckhardt

Non Executive Board Member and Advisor

Due to her professional career with previous positions at companies in the media, consumer goods and real estate sectors, Ms Eckhardt has profound knowledge in sales and marketing and in the transformation of business models as well as in the areas of corporate management, strategic planing and digitalisation.

CV Sabine Eckhardt

Thomas Fernkorn

~~Vice President Corporate Controlling, Media-Saturn-Holding~~

As Vice President Corporate Controlling at Media-Saturn-Holding, Mr. Fernkorn has exceptional expertise in all financial topics of the company. Mr. Fernkorn started his career in Central Purchasing at Galeria Kaufhof GmbH. Through his previous positions at Kaufhof and at Hudson's Bay Company, Mr. Fernkorn has a wealth of knowledge and experience in the retail industry.

CV Thomas Fernkorn

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

Doreen Huber

~~Independent entrepreneur, investor and partner, EQT Ventures~~

Due to her many years of professional experience as an independent entrepreneur and investor, as well as her stations in companies with digitalised business models, Ms Huber has expertise above all in the areas of commerce, digitalisation / technology, corporate management, marketing and mergers and acquisitions.

CV Doreen Huber

Jürgen Kellerhals

Jürgen Kellerhals

~~Independent entrepreneur~~

With his many years of professional experience as an independent entrepreneur in the field of real estate development and commercial real estate leasing, Mr. Kellerhals' competencies lie primarily in the areas of trade and business management.

CV Jürgen Kellerhals

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 Group GmbH & Co. KG, Hamburg~~

Due to her career at ECE Group GmbH & Co. KG, 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

Dr Lasse Pütz

Dr Lasse Pütz

~~Lawyer, LLR Rechtsanwälte in Cologne~~

The focus of Dr. Pütz's legal work is on company law, compliance and co-determination law issues. In addition, Dr. Pütz has extensive knowledge of the activities of supervisory bodies from his other mandates in the supervisory bodies of an AG with a municipal connection and a municipal project company in the legal form of a GmbH.

CV Dr Lasse Pütz

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

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
Thomas Dannenfeldt (Chairman)
Sylvia Woelke
Katrin Adt
Jens Ploog
Audit Committee
In lieu of the Supervisory Board, the Audit Committee performs the following tasks in particular:
- Approval of the launch of capital market programs, taking out bonds, agreeing credit lines and other loans with an amount of between EUR 50 million and EUR 200 million in the individual case.
- Dealing with accounting issues and monitoring the accounting process; In this respect, the Committee receives regular reports from the Management Board on the effects of the changes in accounting and accounting standards that are relevant for the Group or the Company, in particular IFRS; it can make recommendations or suggestions to ensure the integrity of the accounting process;
- Discussing the quarterly financial reports and the half-yearly financial report as well as discussion of partial results of the audit;
- Supervising the final year-end audit and determining the key audit matters;
- Supervising and safeguarding the independence of the auditor during the execution of the audit as well as dealing with the additional services provided by the auditor; the provision of non-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 examination board can draw up guidelines for the provision of such services;
- Conduction of tender and selection procedures for auditor mandates in accordance with the statutory provisions for external rotation of the auditor, in particular Article 16 et seq. Of the EU Auditing Regulation (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements for the statutory audit of public-interest entities and repealing Commission Decision 2005/909 / EC);
- Issuing the audit assignment for external support of the Supervisory Board in reviewing the content of the non-financial reporting as well as carrying out the tender and selection procedures for such an assignment;
- 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;
- Examination of the non-financial declaration or the separate non-financial report and the non-financial group declaration or the separate non-financial group report, if these have been prepared;
- Annual budget, medium-term plan and financing plan for the Group.
Members
Karin Dohm (Chairwoman)
Sylvia Woelke (Deputy Chairwoman)
Claudia Plath
Dr. Florian Funck
Ludwig Glosser
Jürgen Schulz
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
Sabine Eckhardt (Chairwoman)
Thomas Dannenfeldt
Christoph Vilanek
Mediation Committee pursuant to Sec. 27 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
Thomas Dannenfeldt (Chairman)
Sylvia Woelke
Claudia Plath
Ludwig Glosser

The bylaws of the Supervisory Board are available here.