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Siemens Healthineers Supervisory Board
Siemens Healthineers Supervisory Board
Members
Additional Information
The Supervisory Board of Siemens Healthineers AG comprises 20 members. In accordance with the German Co-Determination Act, it is made up of an equal number of shareholder representatives and employee representatives. In order to enable a flexible response to changing competence requirements, the Supervisory Board members elected at the 2024 Annual Shareholders' Meeting have different terms of office ("staggered Board"): The term of office of
Ms. Veronika Bienert, Dr. Marion Helmes, Dr. Peter Körte and Mr. Karl-Heinz Streibich ends at the close of the Annual Shareholders’ Meeting in 2027, while the term of office of Prof. Dr. Ralf P. Thomas, Dr. Roland Busch, Ms. Sarena Lin, Mr. Peer M. Schatz, Dr. Nathalie von Siemens and Mr. Dow Wilson ends at the close of the Annual Shareholders’ Meeting in 2029. The term of office of the employee representatives expires at the close of the Annual Shareholders’ Meeting in 2029. The employee representatives are marked by an asterisk (*).
Committees
An overview of the composition of the various standing committees of the Supervisory Board
Chairperson’s Committee
The Chairperson’s Committee, comprises the Chair and his deputy chairs as well as one further employee representative to be elected by the Supervisory Board. It submits proposals, in particular, regarding the appointment and dismissal of Managing Board members and handles contracts with members of the Managing Board. It decides whether to approve contracts and business transactions with Managing Board members and parties related to them. Furthermore, the Chairperson’s Committee submits recommendations to the Supervisory Board regarding the composition of the Supervisory Board committees.
Committee members:
Prof. Dr. Ralf P. Thomas (Chairman)
Dorothea Simon*
Dr. Andrea Fehrmann*
Karl-Heinz StreibichAudit Committee
The Audit Committee comprises the Chair of the Supervisory Board, as well as two of the Supervisory Board’s shareholder representatives and three of the Supervisory Board’s employee representatives. According to the German Stock Corporation Act, the Audit Committee must include at least one Supervisory Board member with knowledge and experience in the application of accounting principles and at least one other member in the field of auditing of financial statements. The Audit Committee oversees, in particular, the accounting process and conducts a preliminary review of the Annual Financial Statements of Siemens Healthineers AG, the Consolidated Financial Statements of the Siemens Healthineers Group and the Management Report. On the basis of the independent auditors’ report on their audit of the annual financial statements, the Audit Committee makes, after its preliminary review, recommendations regarding Supervisory Board approval of the Annual Financial Statements of Siemens Healthineers AG and the Consolidated Financial Statements of the Siemens Healthineers Group. In addition to the work performed by the independent auditors, the Audit Committee discusses the Company’s quarterly financial statements and half-year financial reports, which are prepared by the Managing Board. It concerns itself with the Company’s risk monitoring system and oversees the effectiveness of the internal control system as this relates, in particular, to financial reporting, the risk management system and the internal audit system. It prepares the Supervisory Board’s recommendation to the Annual Shareholders’ Meeting concerning the election of the independent auditors and submits the corresponding proposal to the Supervisory Board. It awards the audit contract to the independent auditors elected by the Annual Shareholders’ Meeting and monitors the independent audit of the financial statements – including, in particular, the auditors’ independence, professional expertise and services.
Committee members:
Dr. Marion Helmes (Chairwoman)
Vanessa Barth*
Veronika Bienert
Stephan Büttner*
Prof. Dr. Ralf P. Thomas
Harald Tretter*Strategy, Innovation and Sustainability Committee
The Strategy, Innovation and Sustainability Committee comprises the Chair of the Supervisory Board and three of the Supervisory Board’s shareholder representatives as well as four of the Supervisory Board’s employee representatives. Based on the Company’s overall strategy, the Committee is responsible for discussing the
Company´s innovation strategy and the preparation of negotiations and resolutions of the Supervisory Board on investments in tangible assets and financial measures and on transactions and measures in accordance with § 6 Paragraph 1 letter b) of the Bylaws (Rules of Procedure) for the Managing Board. In addition, the Strategy, Innovation and Sustainability Committee has been authorized by the Supervisory Board to decide on the approval of transactions and measures that require Supervisory Board approval and have a value of less than €300 million.Committee members:
Dr. Roland Busch (Chairman)
Harry Blunk*
Dr. Andrea Fehrmann*
Peer M. Schatz
Dorothea Simon*
Prof. Dr. Ralf P. Thomas
Harald Tretter*
Dow R. WilsonCompensation Committee
The Compensation Committee consists of the Chair of the Supervisory Board as well as two of the Supervisory Board’s shareholder representatives and three of the Supervisory Board’s employee representatives. In particular, it submits proposals for determining and setting targets for the Managing Board and reviews the appropriateness of the total compensation as well as the preparation of the Compensation Report. It prepares resolutions on the compensation system for the Managing Board and the Supervisory Board, including its implementation and regular review.
Committee members:
Peer M. Schatz (Chairman)
Harry Blunk*
Dr. Andrea Fehrmann*
Sarena Lin
Dorothea Simon*
Prof. Dr. Ralf P. ThomasNomination Committee
The Nomination Committee consists of the Chair of the Supervisory Board and three further members, to be elected by the Supervisory Board’s shareholder representatives from among their members. The Nomination Committee proposes candidates as new members of the Supervisory Board’s shareholder representatives to the Supervisory Board.
Committee members:
Prof. Dr. Ralf P. Thomas (Chairman)
Dr. Peter Körte
Dr. Nathalie von Siemens
Dow R. WilsonRelated-Party Transactions Committee
The Related-Party Transactions Committee consists of two members of the Supervisory Board’s shareholder representatives and two members of the Supervisory Board’s employee representatives. The majority of the committee is composed of members, including the Chair of the committee, for whom there is no concern of a conflict of interest arising from their relationship to a related party. The Related-Party Transactions Committee shall resolve on the approval of transactions with related parties within the meaning of §§ 107 and 111a to 111c AktG. The decision-making authority of the Related-Party Transactions Committee takes precedence over the decision-making authority of other committees within the aforesaid scope of application.
Committee members:
Dr. Marion Helmes (Chairwoman)
Stephan Büttner*
Axel Patze*
Karl-Heinz StreibichMediation Committee
The Mediation Committee, which comprises the Chair of the Supervisory Board, the First Deputy Chair (who is elected in accordance with the German Codetermination Act), one of the Supervisory Board’s shareholder representatives and one of the Supervisory Board’s employee representatives, submits proposals to the Supervisory Board in the event that the Supervisory Board cannot reach a majority of two-thirds required for the appointment or dismissal of a Managing Board member.
Committee members:
Prof. Dr. Thomas (Chairman)
Dorothea Simon*
Dr. Andrea Fehrmann*
Sarena Lin