Annual Report 2016

Autoneum Annual Report 2016

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 2016

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 appropria-

te. 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 implementation;

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 Audit Committee met for two regular

meetings in 2016. The meetings lasted three

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

members attended these meetings and received

regular written reports from the internal

auditors. In addition, the Audit Committee held

a meeting of one hour together with the

Compensation Committee with participation of

all Committee members.

The

Compensation Committee

consists of

three members. The Chairman of this commit-

tee 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

concerning 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. The Chairman is This E. Schneider,

the other members are Hans-Peter Schwald and

Ferdinand Stutz. 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 Executive 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 three regular

meetings in 2016. Each meeting lasted three

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

members attended all meetings. In addition,

the Compensation Committee held a meeting of

one hour together with the Audit Committee

with participation of all Committee members.

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