Annual Report 2015

Autoneum Annual Report 2015

Corporate Governance

The

Audit Committee

currently consists of

three members of the Board. Its Chairman is

Rainer Schmückle; the other members are

Hans-Peter Schwald and Ferdinand Stutz.

In the 2015 financial year none of the members

of the Audit Committee performed executive

duties. The Chairman is elected for one year. The

Audit Committee meets at least twice each

financial year. The meetings are also attended

by the Head of Internal Audit, representatives

of the statutory and Group auditors, the CEO and

the CFO, and other members of the Group

Executive Board and management as appropriate.

The main duties of the Audit Committee are:

elaborating principles for external and internal

audits for submission to the Board of Directors,

and providing information on their implemen-

tation;

assessing the work of the external and internal

auditors as well as their mutual cooperation and

reporting to the Board of Directors;

assessing the reports submitted by the

statutory auditors as well as the invoiced costs;

overall supervision of risk management and

acceptance of the Group Executive Board’s risk

report addressed to the Board of Directors;

assisting the Board of Directors in nominating

the statutory auditors and the Group auditors

for submission to the Annual General Meeting;

scrutinizing the results of internal audits,

approving the audit schedule for the following

year and nominating the Head of Internal Audit;

the Chairman of the Audit Committee is

responsible for accepting complaints (whistle-

blowing) in connection with the Code of

Conduct

The Audit Committee met for two regular meet-

ings in 2015. Both meetings lasted three to

four-and-a-half hours. All committee members

attended these meetings and received regular

written reports from the internal auditors.

The

Compensation Committee

consists of three

members. The Chairman of this committee is

This E. Schneider. The other members are

Hans-Peter Schwald and Ferdinand Stutz. The

committee meets whenever the need arises,

but at least twice a year. It draws up the

principles for the remuneration of members of

the Board of Directors, the Group Executive

Board and senior management within the

Autoneum Group, in particular bonus programs

and share allocation plans (LTI), as well as

the Remuneration report and the proposals con-

cerning the total maximum remuneration

amount for the Board of Directors and Group

Executive Board to be submitted annually

by the Board of Directors for approval by the

shareholders at the Annual General Meeting.

The

Nomination Committee

consists of three

members. This E. Schneider is Chairman of this

committee, Hans-Peter Schwald and Ferdinand

Stutz the other members. The committee

meets whenever necessary, but at least twice

a year. This committee stipulates the profile

of requirements and the principles for selecting

members of the Board of Directors and prepares

the election of new members of the Group Execu-

tive Board and their terms of employment. It

is also briefed on succession plans for the Board

of Directors, Group Executive Board and senior

management, and the relevant development plans.

The members of the Compensation and the

Nomination Committee held four regular

meetings in 2015. Each meeting lasted one to

four hours. All committee members attended

all meetings.

The

Strategy Committee

consists of three

members: Hans-Peter Schwald is Chairman;

Rainer Schmückle and Ferdinand Stutz are

the other members.

The Strategy Committee meets at least

twice a year. The meetings are also attended by

the CEO and the CFO, and other members of