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Concept of diversity, objectives regarding its composition, competency profile

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Brenntag promotes an informal and open-minded working culture with an extraordinary variety (‘Explore variety’). The aim of the Supervisory Board’s concept of diversity is to continuously enhance diversity in the Supervisory Board to ensure an adequate composition for an effective supervision and monitoring of the company considering the age, gender, educational and professional background as well as international experience.
  • No member of the Supervisory Board shall continue to hold office beyond the close of the General Shareholders’ Meeting following the 70th birthday of the member of the Supervisory Board. Moreover, election proposals by the Supervisory Board shall consider that the members of the Supervisory Board shall generally not serve on the Supervisory Board for more than twelve years.
  • At least 33.3% of the seats on the Supervisory Board shall be filled by women by January 31, 2026.
  • At least 50% of the members of the Supervisory Board shall have particularly extensive international expertise. The requirement for extensive international expertise is fulfilled if the respective member has had a regular workplace outside of Germany for 18 months or more, or if the member has worked more than five years in an international work environment.
  • The Supervisory Board shall consider diverse educational and/or professional backgrounds among its members by taking into account the knowledge, skills and expertise described in the description of objectives regarding the composition of the Supervisory Board.
33.3%
of the Supervisory Board members are women
5 of 6
Supervisory Board members are younger than 65
100%
independent members of the Supervisory Board
Brenntag is convinced that a holistic approach to diversity strengthens the company in a long term by considering different perspectives, experiences and backgrounds, adding value for Brenntag’s customers and suppliers as well as for our employees. The current composition of the Supervisory Board meets all aspects of the concept of diversity. The current age in the Supervisory Board ranges from 49 to 66 years. The average age of the members of the Supervisory Board is 59. The Supervisory Board currently has two female members.
Besides the concept of diversity, the Supervisory Board has defined concrete objectives regarding its composition as a whole considering qualitative criteria on company-specific requirements:
  • The Supervisory Board as a whole shall have adequate knowledge, skills and expertise in:
    - corporate governance, compliance and risk management
    - chemical industry, distribution, supply chain management and B2B services industry
    - strategy, portfolio management and M&A
    - change management and HR
    - in the fields of accounting and audit (in accordance with section 100 (5) AktG)
    - capital markets
    - digital transformation and IT
    - ESG, sustainability, CSR and safety.
  • The Supervisory Board as a whole shall have international expertise.
  • The Supervisory Board shall comprise – in its own estimation – an adequate number of independent members, provided that more than half of the members shall be independent. When assessing the independence, the Supervisory Board shall consider all aspects stipulated in C.6 and C.7 of the German Corporate Governance Code.
  • The Supervisory Board shall ascertain that all members of the Supervisory Board have sufficient time available to discharge their duties.
  • The Supervisory Board shall consider all aspects of the concept of diversity as objectives regarding the composition of the Supervisory Board.
The Supervisory Board considers the objectives ‘independence’ and ‘availability’ to be very significant and important for the body. Hence, it has included those two objectives in its description of objectives regarding the composition of the Supervisory Board and considers the two objectives in addition to the other objectives regarding its composition for the Supervisory Board’s proposals for the election of new members of the Supervisory Board by the General Shareholders’ Meeting.
In addition, the Supervisory Board defined a competency profile indicating the overall profile of required skills and expertise of the Supervisory Board:
  • The members of the Supervisory Board in the aggregate shall have several years of executive leadership and CEO experience.
  • The members of the Supervisory Board in the aggregate shall be familiar with the chemical distribution sector. At least one member of the members of the Supervisory Board shall have educational or professional expertise in chemical industry or distribution.
  • At least one member of the Supervisory Board shall have expertise in the field of accounting and at least another member of the Supervisory Board shall have expertise in the field of auditing.
  • At least one member of the Supervisory Board shall be familiar with digital transformation and/or IT.
  • At least one member of the Supervisory Board shall be familiar with sustainability, in particular ESG.
The aim is to reflect the company’s needs and new business developments and to ensure an adequate composition for an effective supervision and monitoring of the company. The current composition of the Supervisory Board meets all objectives regarding its composition as well as all aspects of the competency profile of the Supervisory Board.
More information on diversity and individual expertise of the members of the Supervisory Board (as of June 15, 2023):
Stefanie BerlingerSujatha ChandrasekaranWijnand DonkersUlrich HarnackeDr. Andreas RittstiegRichard Ridinger
Member sinceJune 2015June 2023June 2017June 2017March 2010June 2020
Independence
(in accordance with GCGC)		YesYesYesYesYesYes
No overboarding
(in accordance with GCGC)		YesYesYesYesYesYes
GenderFemaleFemaleMaleMaleMaleMale
Year of birth197319671962195719561958
NationalityGermanAmerican, Australian IndianDutchGermanGermanGerman
International expertiseYesYesYesYesYesYes
ProfessionBusiness economistElectrical Engineer Software and Data EngineerBusiness economistBusiness economistLawyerChemical Engineer
Expert QualificationStefanie BerlingerSujatha ChandrasekaranWijnand DonkersUlrich HarnackeDr. Andreas RittstiegRichard Ridinger
Safety / Corporate Social Responsibility / ESG expertise relevant to Brenntag☒☐☒☒☒☒
Management / C-Level experience☐☒☒☒☒☒
Corporate Governance / compliance☒☒☒☒☒☒
Chemical industry☐☐☒☐☐☒
Distribution / Supply Chain Management B2B Services industry☐☒☒☒☐☒
Strategy, Portfolio Management, M&A☒☒☒☒☒☒
Change Management / HR☐☒☒☒☐☒
Financial Expert: (in accordance with section 100 (5) AktG)*☒☐☐☒☐☐
Capital Markets☒☒☒☒☒☒
Digital transformation / IT☐☒☒☐☒☒
[1] International expertise = if the respective member has had a regular workplace outside of Germany for 18 months or more, or if the member has worked more than five years in an international work environment.