Corporate Governance Declaration

The principles of good corporate governance are an integral part of the self-image as well as the value system of the entire Novem Group, in particular the Novem Group S.A., and represent a firm commitment to the social responsibility of a globally acting and sustainable company.

In order to gain and preserve the confidence of investors, business partners and employees in the management and control of the Novem Group by Novem Group S.A., the recommendations and suggestions of the German Corporate Governance Code are used as guidance.

 

Supervisory Board

Dr. Stephan Kessel

Dr. Stephan Kessel was chairman of the advisory board of Novem for several years prior to the IPO (Novem Beteiligungs GmbH 2013 – 2020 und Novem Group GmbH 2020 – 2021). He has been with Stabilus since 2008 in various roles, including as chairman of the supervisory board. Dr. Kessel also served as Director of Armacell S.A. from 2014 to 2016. Further, he served as member of the executive board from 1997 to 1999 and as Chief Executive Officer of Continental AG from 1999 to 2002. In addition, he is chairman of the board of ACPS Automotive and member of the advisory board of svt GmbH. Dr. Kessel holds a doctorate in Chemistry from RWTH Aachen University, Germany.

Natalie C. Hayday

Natalie C. Hayday is a member of the supervisory board and the audit committee of Jost Werke AG. She is Co-founder and Managing Director of 7Square GmbH, advising institutional and family investors since 2018. She served as member of the supervisory board and member of the audit committee of LEG Immobilien AG from 2015 to 2021. From 2009 to 2018, she advised executives on investor communication strategies and was an advisor to H.E. Sheikh A. Al Banawi of the Banawi Industrial Group. She started her career at UBS Warburg in 1997 as an Analyst in the investment banking division and held various positions in the investment banking department of Goldman Sachs including Executive Director until 2009. Ms. Hayday holds a bachelor’s degree in Political Science with a minor in Economics from Wellesley College in Massachusetts, USA.

Laurent Müller

Laurent Müller is a Partner and Chief Operating Officer at Bregal Unternehmerkapital. He has worked as a lawyer for the international law firms Clifford Chance and Latham & Watkins. Mr. Müller serves on the boards of various Bregal portfolio companies. He studied Law at the Ludwig-Maximilians University Munich and the Panthéon-Assas University in Paris. Mr. Müller is a fully qualified German lawyer and holds the title of Maître en Droit in France.

Florian Schick

Florian Schick was a member of the advisory board at Novem from 2011 until the IPO (Novem Beteiligungs GmbH 2011 – 2020 and Novem Group GmbH 2020 – 2021). Mr. Schick is Co-founder, Managing Partner and Chairman of the investment committee of Bregal Unternehmerkapital. Previously, he was a Founding Partner and a member of the investment committee at Bregal Capital, a London-based investment fund focused on the European market. Before joining Bregal, Mr. Schick was a Principal at TowerBrook Capital Partners, an Investment Director at Englefield Capital and an Engagement Manager at McKinsey & Co. He began his career as a Co-founder and board member of Surplex AG, an online marketplace for industrial equipment. Mr. Schick graduated with a degree in Law from the Ludwig-Maximilians University Munich and received his MBA from INSEAD in Fontainebleau, France.

Philipp Struth

Philipp Struth was a member of Novem’s advisory board from 2014 until the IPO (Novem Beteiligungs GmbH 2014 – 2020 and Novem Group GmbH 2020 – 2021). Mr. Struth is a Partner at Bregal Unternehmerkapital. His previous role was as an Investment Manager with Bregal Capital in London. Mr. Struth began his career as an Analyst with Merrill Lynch in Frankfurt. He completed his studies at the European Business School in Oestrich-Winkel, Germany, with a bachelor’s degree in Business Administration.

Management Board

Markus Wittmann

Markus Wittmann was appointed as Chief Executive Officer of the Group in 2023. He has held several management positions at Novem, including responsibility for global quality management. From 2015 to 2019, he acted as Vice President Operations. Recently, he was responsible for technology, research & development and design at Novem. Mr. Wittmann holds a degree in Chemical Technology from the Municipal College of Dusseldorf, Germany.

Maria Eichinger

Maria Eichinger joined Novem in 2016. From 2022 on, she has been responsible for the area of consolidation after taking on various positions within the Controlling department of the Group. Ms. Eichinger holds a bachelor's degree in Industrial Engineering from the University of Bayreuth, Germany.

Benjamin Retzer

Benjamin Retzer was appointed as Chief Financial Officer of the Group in 2024. Since 2014, he has performed various finance roles at Novem, most recently as Vice President Accounting and Tax. Prior to that, he worked as Director General Accounting at Vishay Intertechnology and Assistant Audit Manager at KPMG. Mr. Retzer holds a master's degree in Business Administration from the Friedrich-Alexander University Erlangen-Nuremberg, Germany.

Mathias Rieger

Mathias Rieger joined the Group as Director Internal Audit in 2023. He has spent his entire career in internal audit, as in his previous function at Merck. His experience in the automotive sector stems from his time at Schaeffler between 2015 and 2019. Mr. Rieger is a Certified Internal Auditor (CIA) und holds a master's degree in International Business from Hult International Business School in London, England.

Florian Sandner

Florian Sandner was appointed as Chief Operating Officer of the Group in 2024. He has worked at Novem since 2011 in several international management functions and served as Plant Manager of the production facility in Querétaro, Mexico. Most recently, he acted as Vice President Operations Americas and was in charge of the entire region. Mr. Sandner holds a master's degree in Industrial Engineering from the University of Applied Sciences Darmstadt, Germany.

Articles of Association

30 June 2021 Novem Group S.A. - Consolidated articles of association

Annual General Meeting


Convening notice (including agenda)

    - Annex 1

Proposed resolutions to the AGM
Annual Report 2023/24 (including Non-financial Report, Group Management Report, consolidated financial statements, annual accounts, Report of the Supervisory Board and independent auditor’s reports)
CVs of the Supervisory Board candidates
Registration form
Proxy form
Voting form
Certificate of holdings (record of share ownership)
Voting results
Convening notice (including agenda)

    - Annex 1

Proposed resolutions to the AGM
Annual Report 2022/23 (including Non-financial Report, Group Management Report, consolidated financial statements, annual accounts, Report of the Supervisory Board and independent auditor’s reports)
Registration form
Proxy form
Voting form
Certificate of holdings (record of share ownership)
Voting results
Convening notice (including agenda)
        - Annex 1
        - Annex 2
Proposed resolutions to the AGM
Annual Report 2021/22 (including Non-financial Report, Group Management Report, consolidated financial statements, annual accounts, Report of the Supervisory Board and independent auditor’s reports)
Registration notice
Voting form
Attestation form (record of share ownership)
Voting results

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