Elections to the Supervisory Board of OSRAM Licht AG

Transcription

1 Elections to the of OSRAM Licht AG

2 Nomination Process In preparation for the election of the shareholder representatives to the at the Annual General Meeting of OSRAM Licht AG on February 20, 2018, the has selected eligible candidates for election as shareholder representatives, following a careful process as outlined below. In two formal sessions and several informal consultation meetings, the Nomination Committee of the of OSRAM Licht AG discussed the criteria on which the process would be based, and the selection of eligible candidates to be recommended to the. As a first step, eligibility criteria for candidates were defined in the form of a requirements profile. These eligibility criteria are based on the targets for the composition of the, as defined by the on May 2, 2017, and take into account the skills profile set out in these targets as well as statutory provisions and the recommendations of the German Corporate Governance Code. In addition to the expertise, skills, and technical experience required to perform the tasks of the of an international, capital-market-oriented lighting company, the eligibility criteria also place particular emphasis on requirements relating to the candidates independence, international expertise, available time, and number of roles on other committees. The age limit for candidates and the minimum required ratio of female candidates and male candidates as set out in section 96 (2) sentence 1 of the German Stock Corporation Act were also taken into account. The next step involved the identification of potential candidates for the election based on the previously defined eligibility criteria. Candidates were asked to complete a questionnaire about their technical and personal qualifications and other defined eligibility criteria in order to facilitate a comparison with the requirements profile. In addition, face-to-face talks with the candidates were arranged. Based on this process, Dr. Margarete Haase and the existing members Peter Bauer, Dr. Christine Bortenlänger, Dr. Roland Busch, Prof. Dr. Lothar Frey and Frank H. Lakerveld were recommended to the as candidates. This recommendation meets the specifications of the requirements profile and of the defined skills profile. Mr. Lakerveld reached the age of 70 on December 5, 2017, and thus exceeds the general limit of 70 years of age set out in the targets for the com position. However, exceptions to this rule can be made in justified individual cases. The Nomination Committee is in favor of retaining Mr. Lakerveld as a member for another term so that the work of the can continue to benefit from his in-depth knowledge and experience of the lighting industry in the years ahead. Moreover, the Nomination Committee has recommended to the that the shareholder representatives to be elected as members be appointed for a term of office that expires at the end of the Annual General Meeting which resolves to approve the acts of management for the fourth fiscal year after the start of the term of office. In the opinion of the Nomination Committee, no substitute members should be appointed. Based on the discussions held and the resolutions adopted by the at its meeting on November 28, 2017, the proposes the following candidates to the Annual General Meeting for election, in accordance with the recommendation of its Nomination Committee:

3 Peter Bauer Munich Born June 22, 1960 in Munich Independent management consultant Chairman of the OSRAM Licht AG since July 5, 2013 Career and key posts held in addition to membership: Since 2013 Independent management consultant Infineon Technologies AG, Neubiberg Chairman of the Management Board and CEO Infineon Technologies AG, Neubiberg Member of the Management Board (including Sales and Marketing, International Companies, and business areas Automotive and Industry) Siemens Microelectronics, Inc., Cupertino, USA President and CEO and, in parallel, Head of global sales of Siemens Aktiengesellschaft, Semiconductor Division Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor Division Head of business unit for Microcontrollers and Application-Specific ICs Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor Division Head of the Chipcard and ID System ICs unit Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor division Development engineer Degree in electrical engineering from the Technical University of Munich (TUM) Thanks to his many years' experience on management boards/supervisory boards of international, publicly listed industrial companies, Peter Bauer has extensive experience in strategic and operational company management. Peter Bauer's education and career history provide the foundation for his in-depth knowledge of the technologies and industries of relevance to the OSRAM Group (semiconductors, automotive and light) and in sales. Mr. Bauer also has valuable expertise in committee work and matters of corporate governance. Infineon Technologies AG, Neubiberg (listed company) Membership of similar supervisory bodies of commercial enterprises in Germany or abroad: Bragi GmbH, Munich

4 Dr. Christine Bortenlänger Pullach Born November 17, 1966 in Munich Chief Executive of the Deutsches Aktieninstitut e.v. Member of the OSRAM Licht AG since August 27, 2013 Career and key posts held in addition to membership: Since 2012 Deutsches Aktieninstitut e.v., Frankfurt am Main Chief Executive Bayerische Börse Aktiengesellschaft, Munich Member of the Management Board and responsible for Sales and Marketing, Media and Public Relations, Business Development, Organization, and IT Munich Stock Exchange, Munich Managing Director Munich Stock Exchange, Munich Deputy Managing Director, responsible for Marketing and Public Relations Dr. Seebauer & Partners management consultants, Munich Senior Consultant and Project Manager for strategic and organizational projects in the financial services sector Bayerische Landesbank, Munich Project Manager, Electronic Business Networking/Electronic Commerce Degree and doctorate in business administration from Ludwig-Maximilians-Universität (LMU) in Munich Banking apprenticeship Christine Bortenlänger has extensive experience in managing and overseeing publicly listed and private companies. She has particular expertise in capital markets and in the areas of law and compliance, as well as organizational and cultural change. Christine Bortenlänger also has in-depth experience in public relations and in sales and marketing, and expertise in the areas of corporate governance and investor relations. Covestro AG, Leverkusen (listed company, Covestro Group) Covestro Deutschland AG, Leverkusen (Covestro Group) SGL Carbon SE, Wiesbaden (listed company) TÜV Süd AG, Munich

5 Dr. Roland Busch Erlangen Born November 22, 1964 in Erlangen Member of the Management Board and Chief Technology Officer of Siemens AG Member of the OSRAM Licht AG since November 27, 2013 Career and key posts held in addition to membership: Since 2011 Member of the Management Board of Siemens Aktiengesellschaft, Berlin and Munich Siemens Aktiengesellschaft, Berlin and Munich, Corporate Development Department, Munich Head of Corporate Strategies Siemens Aktiengesellschaft, Berlin and Munich, Transportation Systems Group, Erlangen Head of Mass Transit Division Siemens VDO Automotive Asia Pacific Co. Ltd., Shanghai, China President and CEO Siemens Aktiengesellschaft, Berlin and Munich, Head of the Infotainment Solutions Division Siemens Aktiengesellschaft, Berlin and Munich, Integration of VDO into Siemens VDO Automotive AG Head of Strategy and Consulting Siemens Aktiengesellschaft, Berlin and Munich, Process and Information Management Head of Central Quality and Internal Consulting Siemens Aktiengesellschaft, Berlin and Munich, Automotive Systems Group, Regensburg, Strategic Planning Expert in fuel cell technology; from 1997: also assistant to the Group Executive Management 1994 Siemens Aktiengesellschaft, Berlin and Munich, Corporate Research and Development Department, Erlangen Project Manager Doctorate from Friedrich-Alexander-Universität Erlangen-Nuremberg (FAU), Dipl.-Phys., Dr. rer. nat. Degree in physics from FAU and the University of Grenoble, France Roland Busch's doctorate in physics gives him an in-depth understanding of the technologies relevant to the OSRAM Group. He has many years' experience of managing a large industrial company and has had operational responsibility for business units in sectors of relevance to the OSRAM Group, especially automotive. Roland Busch also brings a wealth of experience and expertise in strategy development and in the area of research and development to his work on the. As a member of the Management Board of one of the largest providers of industrial software and digital business models, Roland Busch also has extensive expertise in these fields which are of importance to the OSRAM Group. Membership of similar supervisory bodies of commercial enterprises in Germany or abroad: Atos SE, Bezons, France (listed company) Siemens W.L.L., Doha, Qatar (Group position Siemens Group) Siemens Ltd., Riyadh, Saudi Arabia (Group position Siemens Group)

6 Prof. Dr. Lothar Frey Höchstädt Born Juni 07, 1958 in Würzburg Professor at the University of Erlangen-Nuremberg and Head of the Fraunhofer Institute for Integrated Systems and Device Technology (IISB) Member of the OSRAM Licht AG since August 27, 2013 Career and key posts held in addition to membership: Since 2008 Friedrich-Alexander-Universität Erlangen-Nuremberg (FAU), Erlangen Professor (Chair of Electronic Devices) and Head of the Fraunhofer Institute for Integrated Systems and Device Technology (IISB) Technical University Mining Academy, Freiberg Professor Infineon Technologies AG, Dresden branch Work on the advance development of new materials for transistors Fraunhofer Institute, Erlangen Head of the Semiconductor Technology Department FAU, Erlangen Head of the Cleanroom Laboratory Fraunhofer Integrated Circuits Working Group Head of Analytics and Instrumentation, Erlangen Postdoctoral thesis at FAU Doctorate (Dr. rer. nat.) from the University of Wurzburg Degree in physics A successful career as a university lecturer and management roles in research and development at an industrial company have provided Lothar Frey with outstanding expertise and experience in technologies and strategic fields that are of critical importance for the OSRAM Group. His knowledge of the semiconductor industry and experience in developing innovative analog and digital products and solutions are of particular value to OSRAM. Lothar Frey's many managerial roles have given him particular expertise in matters relating to corporate governance and project management that he is able to bring to his role. Membership of similar supervisory bodies of commercial enterprises in Germany or abroad: Innovations for High Performance Microelectronics/Leibniz-Institut für Innovative Mikroelektronik 'IHP GmbH', Frankfurt (Oder)

7 Dr. Margarete Haase Ebersberg Born April 16, 1953 in Munich Member of the Management Board of Deutz AG Career and key posts held in addition to membership: Since April 2009 Deutz AG, Cologne, Member of the Management Board and Chief Financial Officer; Dr. Haase has stated that she does not intend to seek re-appointment to the Management Board of Deutz AG when her term of office expires at the end of April Daimler Financial Services AG, Berlin, Member of the Management Board DaimlerChrysler AG, Stuttgart, Director Corporate Audit Europe DaimlerChrysler AG, Berlin, Commercial Director, Berlin engines plant DaimlerChrysler AG, Stuttgart, Head of the Group Financial Planning and Management business unit Daimler-Benz AG, Munich, Amsterdam, Netherlands, Dublin, Ireland, Head of the sales financing DASA business unit, Director of Fokker, Aircraft Leasing/Sales financing company for Airbus Daimler-Benz AG, Stuttgart, Head of Controlling 1983 RZB, Vienna, Austria, Head of the Leasing/Structured Finance business unit 1979 Kapitalbeteiligungs AG, Vienna, Austria, Analyst Harvard Business School (Executive Education Program), Boston, USA Doctorate from the Vienna University of Economics and Business, Austria Business degree from the Vienna University of Economics and Business, Austria Over the course of her successful career as a respected financial expert, Margarete Haase has built up an extensive body of knowledge and a great deal of experience in all areas relevant to finance. This relates in particular to matters of financing, national and international financial reporting, management accounting, risk management, governance and compliance structures, and sustainable corporate management. Margarete Haase also has many years of experience in managing a large multinational industrial company with complex value added, production, and sales structures. Fraport AG, Frankfurt (listed company) ZF Friedrichshafen AG, Friedrichshafen If Margarete Haase is elected to the of OSRAM Licht AG, she will also be appointed as a member of the of OSRAM GmbH, Munich. Membership of similar supervisory bodies of commercial enterprises in Germany or abroad: Margarete Haase was elected to the of ING Groep N.V., Amsterdam, Netherlands, on 8 May Ms. Haase has stated that her appointment to the of ING Groep N.V. will only take effect in the course of her step down from the Management Board of Deutz AG.

8 Frank H. Lakerveld Hattingen Born Dezember 5, 1947 in Gouda, Netherlands Former member of the Management Board of Sonepar S.A., member of the of Sonepar S.A Nationality: Dutch Member of the OSRAM Licht AG since August 27, 2013 Career and key posts held in addition to membership: Sonepar S.A., Paris, France Member of the Management Board and Chief Operating Officer Sonepar Deutschland GmbH, Dusseldorf Chief Executive Officer OTRA N.V., Amstelveen, Netherlands Member of the Management Board Snikkers GmbH, Strijen, Netherlands Managing Director Monster GmbH, Gorinchem, Netherlands Managing Director I.D.N. GmbH, Ouderkerk a/d Yssel, Netherlands Managing Director Various masters courses in economics, including at the Rotterdam and Utrecht business schools Frank H. Lakerveld is a proven expert within the lighting industry and in related and adjacent sectors. As a former CEO of a major international trading company, he has an in-depth understanding of the markets and technologies of relevance to the OSRAM Group, and a great deal of expertise in matters relating to sales and marketing. Frank H. Lakerveld also brings a wealth of experience of management and strategy development to the work of the. Membership of similar supervisory boards of commercial enterprises in Germany or abroad: Aliaxis S.A., Brussels, Belgium Technische Unie, Amstelveen, Netherlands Sonepar Deutschland GmbH, Dusseldorf (Sonepar Group) Sonepar S.A., Paris, France (Sonepar Group) Sonepar B.V., Amsterdam, Netherlands (Sonepar Group) Sonepar US Holding Inc., Charleston, USA (Sonepar Group) OTRA N.V., Amsterdam, Netherlands (Sonepar Group)

9 OSRAM Licht AG Marcel-Breuer-Strasse Munich, Germany