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Siemens Healthineers Supervisory Board
Siemens Healthineers Supervisory Board
Members
Additional Information
The Supervisory Board of Siemens Healthineers has 10 members. The term of office of the Supervisory Board members who were elected in 2020 (Dr. Busch) and 2021 (Mr. Schatz) will in principle expire at the conclusion of the Annual Shareholders’ Meeting in 2025 and 2026, respectively. In order to enable a flexible response to changing requirements in terms of skills and expertise and a gradual establishment of a Supervisory Board with staggered terms of office for its members (“staggered board”) , the term of office for the Supervisory Board members elected in the Annual Shareholders’ Meeting 2023 is not the regular approximately five-year term of office for all members. For Veronika Bienert, Dr. Marion Helmes, Dr. Peter Körte and Karl-Heinz Streibich the term of office will also expire in principle at the conclusion of the Annual Shareholders’ Meeting in 2026. The term of office for Prof. Dr. Ralf P. Thomas, Sarena Lin, Dr. Nathalie von Siemens and Dow Wilson will in principle expire at the conclusion of the Annual Shareholders’ Meeting in 2028.
Committees
An overview of the composition of the various standing committees of the Supervisory Board
Chairperson’s Committee
The Chairperson’s Committee, which comprises the Chair and Deputy Chairman of the Supervisory Board as well as two further representatives elected by the Supervisory Board, makes proposals, in particular, regarding the appointment and dismissal of Managing Board members and handles contracts with members of the Managing Board. It decides whether to approve contracts and business transactions with Managing Board members and parties related to them.
Committee members:
Prof. Dr. Ralf P. Thomas (Chairman)
Dr. Peter Körte
Karl-Heinz Streibich
Dr. Nathalie von SiemensAudit Committee
The Audit Committee consists of three Supervisory Board members elected by the Supervisory Board. According to the German Stock Corporation Act, the Audit Committee must include at least one Supervisory Board member with knowledge and experience in the application of accounting principles and at least one other member in the field of auditing of financial statements. The Audit Committee oversees, in particular, the accounting process and conducts a preliminary review of the Annual Financial Statements of Siemens Healthineers AG, the Consolidated Financial Statements of the Siemens Healthineers Group and the Management Report. On the basis of the independent auditors’ report on their audit of the annual financial statements, the Audit Committee makes, after its preliminary review, recommendations regarding Supervisory Board approval of the Annual Financial Statements of Siemens Healthineers AG and the Consolidated Financial Statements of the Siemens Healthineers Group. In addition to the work performed by the independent auditors, the Audit Committee discusses the Company’s quarterly financial statements and half-year financial reports, which are prepared by the Managing Board. It concerns itself with the Company’s risk monitoring system and oversees the effectiveness of the internal control system as this relates, in particular, to financial reporting, the risk management system and the internal audit system. It prepares the Supervisory Board’s recommendation to the Annual Shareholders’ Meeting concerning the election of the independent auditors and submits the corresponding proposal to the Supervisory Board. It awards the audit contract to the independent auditors elected by the Annual Shareholders’ Meeting and monitors the independent audit of the financial statements – including, in particular, the auditors’ independence, professional expertise and services.
Committee members:
Dr. Marion Helmes (Chairwoman)
Veronika Bienert
Prof. Dr. Ralf P. ThomasStrategy, Innovation and Sustainability Committee
The Strategy, Innovation and Sustainability Committee consists of the Chair of the Supervisory Board and five further Supervisory Board members elected by the Supervisory Board. Based on the Company’s overall strategy, the Committee is responsible for discussing the Company´s innovation strategy and the preparation of negotiations and resolutions of the Supervisory Board on investments in tangible assets and financial measures and on transactions and measures in accordance with § 6 Paragraph 1 letter b) of the Bylaws (Rules of Procedure) for the Managing Board. In addition, the Strategy, Innovation and Sustainability Committee has been authorized by the Supervisory Board to decide on the approval of transactions and measures that require Supervisory Board approval and have a value of less than €300 million.
Committee members:
Dr. Roland Busch (Chairman)
Dr. Peter Körte
Peer M. Schatz
Karl-Heinz Streibich
Prof. Dr. Ralf P. Thomas
Dow R. WilsonCompensation Committee
The Compensation Committee consists of the Chair and three further members, elected by the Supervisory Board. In particular, it submits proposals for determining and setting targets for the Managing Board and reviews the appropriateness of the total compensation as well as the preparation of the Compensation Report. It prepares resolutions on the compensation system for the Managing Board and the Supervisory Board, including its implementation and regular review.
Committee members:
Peer M. Schatz (Chairman)
Sarena Lin
Karl-Heinz Streibich
Prof. Dr. Ralf P. ThomasNomination Committee
The Nomination Committee consists of the Chair and three further representatives elected by the Supervisory Board. The Nomination Committee suggests to the Supervisory Board candidates as new members of the Supervisory Board. It issues recommendations to the Supervisory Board regarding the composition of the Supervisory Board committees and their chairs.
Committee members:
Prof. Dr. Ralf P. Thomas (Chairman)
Dr. Roland Busch
Peer M. Schatz
Dow R. WilsonRelated-Party Transactions Committee
The Related-Party Transactions Committee consists of four members to be elected by the Supervisory Board. The majority of the committee is composed of members, including the Chair of the committee, for whom there is no concern of a conflict of interest arising from their relationship to a related party. The Related-Party Transactions Committee shall resolve on the approval of transactions with related parties within the meaning of §§ 107 and 111a to 111c AktG. The decision-making authority of the Related-Party Transactions Committee takes precedence over the decision-making authority of other committees within the aforesaid scope of application.
Committee members:
Dr. Marion Helmes (Chairwoman)
Sarena Lin
Karl-Heinz Streibich
Dow R. Wilson