The Supervisory Board

The members of the Supervisory Board of Zumtobel AG are elected by the Annual General Meeting. The Austrian Stock Corporation Act allows employee representatives to delegate one member to the Supervisory Board for each two members elected by the Annual General Meeting. This applies to both the Supervisory Board as well as its committees, with the exception of the Committee for Management Board Matters.

Members of the Supervisory Board 

Name	Function	appointed	term ends in	service time
KR Dipl.-Ing. Jürg Zumtobel	Chairman	2003	2015	8 years
Hero Brahms	First Vice Chairman	2008	2015	3 years
Dr. Johannes Burtscher	Second Vice Chairman	2010	2015	1 year
Dipl.-Phys. Hans-Peter Metzler	Member	2010	2015	1 year
Dr. Stephan Hutter	Member	2010	2015	1 year
Dipl.-Ing. Fritz Zumtobel	Member	1996	2015	15 years
Ludwig Auer	Employee Representative	2004	n.a.	7 years
Herbert Kaufmann	Employee Representative	2004	n.a.	7 years
Mario Wintschnig	Employee Representative	2007	n.a.	4 years

 

 

 

• concerning independence of the members of the Supervisory Board see below
  
  

   

Criteria of Independence

The Supervisory Board initially defined the criteria for the independence of its members in accordance with Rule 53 at a meeting on 29 September 2006. On 26 June 2009 the Supervisory Board approved an amended version of these criteria, which more closely reflects the guidelines of the Austrian Corporate Governance Code. In accordance with these criteria, a member of the Supervisory Board is considered to be independent when he/she has no business or personal relations with the Zumtobel Group or its Management Board members. Such relations include, among others, material customer delivery transactions or close family ties. The criteria for independence are disclosed in full on the website of the Zumtobel Group.

All members of the Supervisory Board have declared their independence in accordance with these criteria, and Rules 39 and 53 are therefore met in full. Four current members of the Supervisory Board – Hero Brahms, Stephan Hutter, Hans-Peter Metzler and Johannes Burtscher – are independent and neither shareholders nor representatives of shareholders. Accordingly, Rule 54 is also met in full.

There are no contracts between the members of the Supervisory Board and the Zumtobel Group that require approval or must be disclosed under Rules 48 or 49.

All functions or corporate positions held by members of the Supervisory Board outside the Zumtobel Group are disclosed on the Group’s website and listed in this corporate governance report in accordance with Rules 56 and 57.