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 Chairman of the Supervisory Board. Dr. Stephan Kessel was appointed as chairman of the advisory board of Novem in 2013 (Novem Beteiligungs GmbH 2013 – 2020 and Novem Group GmbH since 2020). 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 SA 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 Dayco and member of the advisory Board of svt GmbH.

Dr. Kessel holds a doctorate degree in chemistry from RWTH Aachen University, Germany.

Mark Wilhelms

Mark Wilhelms Deputy Chairman of the Supervisory Board. Mark Wilhelms is the chief financial officer of Stabilus S.A, Luxemburg. With 35 years of experience in the automotive industry, Mr. Wilhelms joined Stabilus in 2009 from FTE Automotive, where he served as chief financial officer for six years. From 2007, he was also head of the NAFTA region at FTE. Prior to that, he held various positions at Ford in Cologne, Essex, Michigan and Belgium in an over 17-year career there. He holds a degree in Process Engineering (Dipl. Ing.) as well as a degree in Economics Engineering (Dipl. Wirtschaftsing.). Mr. Wilhelms was appointed to the management board of Stabilus S.A in 2014. Since August 2018 he has been a member of the supervisory board of NORMA Group SE and is a member of the audit committee, as well as the strategy committee.

Florian Schick

Florian Schick Member of the Supervisory Board. Florian Schick was appointed as member of the advisory board of Novem in 2011 (Novem Beteiligungs GmbH 2011 – 2020 and Novem Group GmbH since 2020). Mr. Schick joined Bregal’s London office in 2010 and has been with Bregal since 2015.

Prior to that, 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 a board member of Surplex AG, an online marketplace for industrial equipment. Mr. Schick graduated with a degree in law from the University of Munich (LMU) and received his MBA from INSEAD in Fontainebleau.

Philipp Struth

Philipp Struth Member of the Supervisory Board. Philipp Struth was appointed as member of the Group’s advisory board in 2014 (Novem Beteiligungs GmbH 2014 – 2020 and Novem Group GmbH since 2020). Mr. Struth joined Bregal’s London office in 2011 and has been with Bregal since 2016. Prior to that, he was an analyst with Bank of America Merrill Lynch in Frankfurt am Main. Mr. Struth has served on the boards of various Bregal portfolio companies such as proALPHA, PDV, SHD, LR, Aurigen, Ideal Stelrad, Decorum, GUS, Iptor and Actico.

Mr. Struth holds a bachelor degree in business administration from the European Business School (EBS), Germany.

Natalie C. Hayday

Natalie C. Hayday Member of the Supervisory Board. 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 on complex investment situations, especially in the context of public companies 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 pertaining to corporate earnings, strategy changes, challenges and acquisitions and an advisor to H.E. Sheikh a Al Banawi of the Banawi Industrial Group. She started he 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.

Mrs. Hayday holds a bachelor degree in political science with a minor in economics from Wellesley College in Massachusetts, USA.

Management Board

Günter Brenner

Günter Brenner was appointed as Chief Executive Officer of the Group in 2013. He has extensive experience in the automotive sector, having previously run the European business of Autoliv and also having spent 18 years at TRW, where he held global responsibility for the occupant safety business.

Mr. Brenner holds a degree in industrial engineering from the Aalen University of Applied Sciences, Germany.

Dr. Johannes Burtscher

Dr. Johannes Burtscher was appointed as Chief Financial Officer of the Group in 2012. From 2007 to 2011, he served as Chief Financial Officer of Rodenstock and prior to that he held various executive positions at Zumtobel, including Managing Director of Asia. From 2010 to 2020, he also served as Member of the Supervisory Board and Chairman of its Audit Committee of Zumtobel Group AG.

Dr. Burtscher holds a doctorate and diploma degree in business administration from the University of Sankt Gallen, Switzerland.

Christine Hollmann

Christine Hollmann joined Novem in 2012 as Head of Corporate Accounting and Tax. From 2008 to 2012, she served as Manager Consolidation and Group Reporting at the Kao Group. Prior to that, she held a finance function at 3i and started her professional career in the audit and tax area.

Ms. Hollmann holds a diploma in business administration from the Saarland University in Saarbrücken, Germany.

Frank Schmitt

Frank Schmitt started at Novem in April 2002 as Financial Manager. From October 2012 until now he has been engaged as Head of Consolidation and Internal Audit of the Group. From 2000 to 2002, he worked at Reckitt Benckiser as General Ledger Accountant. In August 1989 Mr. Schmitt began his apprenticeship as industrial clerk at Tarkett Pegulan. After that, he worked in different finance roles within the Group.

Mr. Schmitt has a further education as Chief Accountant from the chamber of commerce and industry.

Articles of Association

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

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