Cooperation, composition and activities of the Managing Board and Supervisory Board
The Managing Board and Supervisory Board cooperate closely for the benefit of the Company. Their shared objective is to increase the enterprise value in the long term. The Managing Board regularly informs the Supervisory Board in a timely manner and in detail on issues of importance for the Company concerning strategy, planning, the development of business, the risk position, risk management and compliance. Deviations from targets and budgets are explained to the Supervisory Board and its committees; the strategic alignment and further development of the Group are discussed and coordinated with the Supervisory Board.
HUGO BOSS has long required the independence of members of the Supervisory Board as emphasized by the German Corporate Governance Code. The members of the Supervisory Board of HUGO BOSS have the knowledge, skills, and professional experience necessary for the respective committees. None of the current members of the supervisory board member had previously held a Managing Board position within the Company. There were also no advisory or other service agreements in place between members of the Supervisory Board and the Company in the reporting year.
In accordance with the recommendation of the German Corporate Governance Code, the Supervisory Board has also set specific targets for its composition and for the composition of the Managing Board, details of which were already provided in the Corporate Governance Report for 2011. No changes have been made to these targets. The Supervisory Board should have two non-German members, none of the members are permitted to have potential conflicts of interest and none of the Supervisory Board members can be older than 69 years of age when they are elected (one deviation in the past from this rule was justified upon election). As regards diversity, the aim is still to have at least two women on the Supervisory Board after the scheduled elections in 2015 (it currently has one). In addition, the Supervisory Board has set itself a specific target as regards the number of "independent" members of the Supervisory Board within the meaning of the German Corporate Governance Code. Accordingly, of the twelve members of the Supervisory Board, at least eight members, including the six employee representatives, will have to be independent in future. In view of the fact that HUGO BOSS AG is a majority owned company, the Supervisory Board considers this figure and the corresponding number of independent employer representatives (two) to be appropriate.
The German Corporate Governance Code also prescribes that the Managing Board is committed to diversity when filling management positions in the Company and specifically that women are given appropriate consideration. The Managing Board is committed to this objective. It had already paid attention in the past to diversity in the composition of employees and an adequate proportion of women and will continue to do so in the future.
When making decisions and in performing their duties for HUGO BOSS, members of the Managing Board and Supervisory Board are not permitted to pursue their personal interests or grant other persons unjustified advantages. In fiscal year 2013, there were no conflicts of interest of members of the Managing Board or Supervisory Board. The offices of the Managing Board and Supervisory Board are listed in the notes to the financial statements under "Supervisory Board and Management Board". The offices held by the Managing Board and Supervisory Board members in statutory supervisory boards or comparable oversight committees of commercial organizations in Germany and abroad are presented on page 206 (PDF: (PDF:) Additional disclosures on the members of the Supervisory Board and the Managing Board). No member of the Managing Board sits on more than three supervisory boards of listed companies that are not members of the Group. The same applies to members of the Supervisory Board, who sit on the management boards of other listed companies. Related party disclosures are provided in the notes to the consolidated financial statements on page 182 et seq. (PDF: (PDF:) Other Notes).
Compensation of the Managing Board and Supervisory Board
The compensation report summarizes the principles underlying the total compensation of the members of the Managing Board and Supervisory Board of HUGO BOSS AG and explains the structure and amount of compensation paid to members of the Managing Board. In addition, it describes principles and the amount of compensation of the Supervisory Board members. The compensation report is part of the management report. Compensation report
Publications within the meaning of Sec. 15a WpHG
Translations conducted by parties within the meaning of Sec. 15a WpHG with shares of HUGO BOSS AG were published accordingly on the Company's website.
The combined number of HUGO BOSS AG shares held by all members of the Managing Board and Supervisory Board as of December 31, 2013 account for less than 1% of the shares issued by the Company.