Resultados finales

In accordance with Article 10 (1) sentence 1 of the Articles of Incorporation, the six-member Supervisory Board is composed according to the provisions of the One-Third Participation Act (Drittelbeteiligungs- gesetz) and the Stock Corporation Act. It comprises one-third employee representatives and two-thirds stockholder representatives. According to the recommendations of the Code, the representatives of the stockholders were elected individually by the Annual General Meeting on May 29, 2013, May 28, 2014, and May 20, 2015. The terms of office of the current owner and employee representatives end on conclusion of the Annual General Meeting in 2018 which will pass a resolution to discharge the members for the 2017 financial year.

The Supervisory Board oversees and advises the Executive Board in its management of the business. Certain material transactions (specified in the Executive Board Rules of Procedure) are subject to prior Supervisory Board approval. The Supervisory Board periodically discusses with the Executive Board the business performance and planning, the strategy and its implementation and the risk management and compliance issues. It approves the annual planning and decides on the adoption of the separate financial statements of Vossloh AG and the approval of the consolidated financial statements with due consideration of the statutory auditor’s audit reports. The Supervisory Board is also responsible for the appointment and dismissal of Executive Board members. The Supervisory Board constitutes a quorum if at least three members participate in voting. Supervisory Board resolutions require the simple majority of votes cast unless statutory or legislative regulations provide otherwise.

The Supervisory Board revised the objectives for its composition at its meeting on November 25, 2015. Diversity is in the interest of Vossloh AG, also with regard to the composition of the Supervisory Board. With due regard to the entity-specific situation of Vossloh AG and the Vossloh-Group, diversity will there- fore be promoted to include candidates who are suitable from a personal and professional point of view. This also includes the promotion of internationality on the Supervisory Board. As a result, at least one member of the Supervisory Board must have particular longstanding experience abroad. Based on the new statutory regulation to introduce a quota of women, the Supervisory Board has established a target value of 16.67 percent for the Supervisory Board in the first target period until June 30, 2017. The objectives for the composition of the Supervisory Board have been fully achieved. In its Rules of Procedure, the Super- visory Board established other criteria for nominations at the Annual General Meeting, including an age

limit and an upper limit on regular Supervisory Board membership. Furthermore, the Supervisory Board includes a sufficient number of independent members who have no personal or business relationship to either the Company or its Executive Board.

The Supervisory Board performs its duties both as a plenary body and through the current three committees it has established to improve its efficiency.

The three-member Staff Committee is mainly responsible for Executive Board matters. It prepares personnel decisions as well as resolutions and reviews of the plenary Supervisory Board regarding the compensation system and the total remuneration of the individual Executive Board members, as well as resolutions on reductions of remuneration of Executive Board members in accordance with Article 87 (2) AktG. In addition, it decides on the rules governing the legal relations between the Company and the individual Executive Board members (in particular, the execution, amendment, renewal, rescission, cancellation or termination of employment contracts), the regulation of the legal relationship between the Company and former Executive Board members, the approval of contracts and agreements with Supervisory Board members, as well as granting loans to Supervisory Board members. The Chairman of the Supervisory Board presides over the Staff Committee.

The Audit Committee is responsible for proposing the auditors for the Company and the Group to the Supervisory Board for election by the Annual General Meeting, and deals in particular with aspects relating to the statutory auditor’s required independence and with issuing the audit engagement letter, determining the audit focus areas and fixing the auditor fees. The Audit Committee monitors the risk management on an ongoing basis and deals with regulatory and corporate compliance issues, which includes overseeing the internal control system. For these purposes, the Audit Committee obtains regular reports directly from the Internal Audit and the Chief Compliance Officer. The Audit Committee prepares the examination by the Supervisory Board of the Company’s and the Group’s financial statements, combined management report, and audit reports. The Audit Committee and the Executive Board jointly discuss each quarterly financial report prior to publication. Mr. Ulrich M. Harnacke assumed the role of Chairman of the three- member Audit Committee. Mr. Harnacke is a tax advisor and auditor as well as the former Managing Director of Deloitte & Touche GmbH and meets the requirements set forth in Article 100 (5) AktG, i.e. he is an independent financial expert.

The four-member Nomination Committee is responsible for the Supervisory Board’s long-term succession planning and submits to the Supervisory Board a slate of suitable Supervisory Board candidates to be proposed to, for election by, the Annual General Meeting wherever any Supervisory Board member steps down. The Supervisory Board then makes a decision about the proposed candidates who are presented

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Das neue Vossloh

Corporate Governance

Every Supervisory Board member is obliged to act in the Company’s best interests. Potential conflicts of interest must be reported to the Chairman of the Supervisory Board immediately. Supervisory Board members must abstain from voting on any business that affects themselves or related parties or companies. No Supervisory Board member may also be on a board or provide consultancy services to a competitor. The Company has not granted any loans to any Supervisory Board members. In financial year 2015, Mr. Ursus Zinsli received compensation of €34,000 for consultancy services related to a review of the current situation and assessment of the business activities, the business model and the procedures in one business unit. The Supervisory Board agreed to the conclusion of this consultancy contract in advance. Apart from this, no Supervisory Board members have received any compensation or benefits for perso- nally rendered services. No former members of the Executive Board belong to the Supervisory Board of Vossloh AG.

Further information on the members of the Supervisory Board of Vossloh AG can be found on page 167 of this annual report.