Supervisory Board of the Zumtobel Group

Committees of the Supervisory Board
The Supervisory Board of Zumtobel Group AG has established the following committees:

Audit Committee

Shareholder Representatives: Johannes Burtscher (Chairman and Finance Expert), Fritz Zumtobel (Vice-Chairman), Jürg Zumtobel, Dietmar Dünser and Kai Arbinger.

Duties: The Audit Committee is responsible for the audit and preparations for the approval of the annual financial statements and consolidated financial statements, the management report and the recommendation for the distribution of profit. This committee also nominates the auditor for approval by the annual general meeting; the auditor is then commissioned by the chairman of the Supervisory Board. The Audit Committee is responsible for the monitoring of accounting processes and the work of the auditor as well as the internal control system, the risk management system and internal audit. These responsibilities were met in full during the 2015/16 financial year. At each meeting the responsible managers report to the committee on the current status of these systems and processes. The chairman of the Audit Committee also meets twice each year with the heads of corporate internal audit and corporate integrity.

Committee for Management Board Matters

Members: Stephan Hutter (Chairman), Jürg Zumtobel (Vice-Chairman), Dr. Volkhard Hofmann, Dr. Johannes Burtscher

Duties: The Committee for Management Board Matters is responsible for relations between the company and the members of the Management Board. It corresponds to the remuneration committee required by Rule 43 of the Corporate Governance Code and also fulfils the duties required of a nominating committee under Rule 41. As one of the related duties, the committee developed and approved a job profile and nomination process for the Management Board in accordance with Rule 38.

Information about the activities of the committees can be found in the Report by the Supervisory Board.

Strategy Committee

Shareholder Representatives: Jürg Zumtobel (Chairman), Stephan Hutter (Vice-Chairman), Hans-Peter Metzler

Employee Representatives: Dietmar Dünser, Kai Arbinger

Duties: The Strategy Committe acts as a sounding board to the Managing Directors and continually deals with strategic and cultural issues of Zumtobel Group AG in the context of the strategic reorientation ("one company with multi brands").

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