Competence Profile for the Executive Board
The competence profile for the executive board is as follows:
1. Social skills
Executive board members are expected to be team players competent to supervise the managing directors. This requires practical experience in businesses, assertiveness and policital skills. They should be able to demonstrate innovative thinking and/or know-how in driving innovative processes. Alternatively, a particular capability to supervise the strategy of the business due to excellent know-how of the relevant market, the products or other market participants is expected.
2. Technical know-how
Executive board members are expected to have technical know-how in at least one of the following: jewelry, finance, e-commerce, television, marketing or sales in any of the markets in which elumeo group operates or which is a strategic target of elumeo group. The Chairman of the Audit Committee should have special knowledge and experience in the application of accounting principles and internal control procedures; he should be independent and not a former managing director of the company whose appointment ended less than two years before his appointment as Chairman of the Audit Committee.
TThe executive board aims to reflect the diversity of today's society. There shall be no discrimination for any reason. A different educational and practical background are considered helpful in bringing together a variety of skills. Having said this, an age limit of 70 years at maximum is seen as justified. However, skills and know-how are given priority by the board and no application of a board candidate shall be rejected due to hard targets on any aspect, including gender, education, pratical experience or any other aspect. The target percentage of female board members is set separately. As to the maximum duration of board membership, the executive board holds a limit of twenty years in the executive board adequate.
4. Number of independent board members
According to the law, the executive board must not have more than fifteen members. The articles of association of elumeo SE limit the number further down to twelve members. By nature, the managing directors, i.e. the executive board members, are not independent. The SE Act prescribes that the majority of the board members must be non-executive board members. As long as the executive board consists of seven members, as currently the case, there will therefore be four non-executive baord members. Among these four non-executive board members, there shall always be a sufficient number of independent board members, taking into account the shareholder structure of elumeo SE.
Given that the major shareholder Blackflint Ltd. is represented by one non-executive board member, a total of three independent board members out of four non-executive board members is considered adequate. These three independent board members are Dr. Frank Broer and Gregor Faßbender-Menzel.