Html - PUMA CATch up
Html - PUMA CATch up
Html - PUMA CATch up
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fied applicants. If a position must be filled<br />
by outside candidates, we will take special<br />
care to consider properly qualified female<br />
candidates.<br />
The same applies when filling management<br />
positions. When filling positions, the Managing<br />
Directors shall act to ensure diversity<br />
and shall endeavor to ensure that women<br />
comprise a reasonable percentage of the<br />
candidates considered. Today, there are<br />
several women in management positions. In<br />
order to include even more women in management<br />
positions in the future, <strong>PUMA</strong> SE<br />
is using part-time and half-day models, as<br />
well as flexible working hours and the provision<br />
of more childcare places to promote a<br />
better balance between work and family life.<br />
Members of <strong>PUMA</strong> SE’s Administrative<br />
Board, its Managing Directors and other<br />
executives have the opportunity to attend<br />
appropriate training and continuing education<br />
programs.<br />
description oF the working<br />
practices oF the administrative<br />
Board and the managing directors<br />
and the composition and<br />
working practices oF their committees<br />
The Rules of Procedure for the<br />
Administrative Board and the Managing<br />
Directors are available under “Company” at<br />
› http://about.puma.com.<br />
administrative Board<br />
In accordance with the Articles of<br />
Association, the Administrative Board con-<br />
pUMa BUsiness and sUstainaBility RepoRt 2012<br />
sists of at least three members. The<br />
members of the Administrative Board are<br />
appointed by the Annual General Meeting,<br />
a third of them pursuant to the German<br />
Codetermination Act based on binding<br />
nominations by employee representatives.<br />
The following individuals were members of<br />
the Administrative Board in 2012:<br />
› Jochen zeitz<br />
(Member and Chairman until 11/30/2012))<br />
› Jean- François palus<br />
(Chairman as of 12/01/2012)<br />
› François-henri pinault<br />
› grégoire amigues<br />
((Member until 04/24/2012)<br />
› todd hymel<br />
(Member as of 04/24/2012)<br />
› thore ohlsson<br />
› michel Friocourt<br />
› Bernd illig<br />
(Employee Representative)<br />
› martin köppel<br />
(Employee Representative)<br />
› victor Fernandes<br />
(Member until 04/24/2012) (Employee<br />
Representative)<br />
› guy Buzzard<br />
(Member as of 04/24/2012) (Employee<br />
Representative)<br />
The members of the Administrative Board are<br />
appointed for a period <strong>up</strong> to the close of the<br />
Annual General Meeting that adopts the resolution<br />
approving the actions of the Board for<br />
the fourth financial year after the term of office<br />
began (the financial year in which the term<br />
ManageMent RepoRt<br />
of office begins is not counted) and no later than<br />
six years after the respective Administrative<br />
Board member was appointed. Administrative<br />
Board members may not be reappointed.<br />
Meetings of the Administrative Board must<br />
be held at least every three months. Meetings<br />
must also be held if required for the<br />
Company’s welfare or if a member of the<br />
Administrative Board demands that a meeting<br />
be convened.<br />
The Administrative Board convened four<br />
times in 2012.<br />
The names of the members of the Administrative<br />
Board are listed in the explanatory<br />
disclosures in the Notes.<br />
To perform its duties, the Administrative<br />
Board has established various committees,<br />
which report to it regularly on their work.<br />
executive committee<br />
The members of the Executive Committee<br />
in 2012 are Jochen Zeitz (Member and<br />
Chairman until 11/30/2012), Michel<br />
Friocourt, Martin Köppel and Thore Ohlsson<br />
(Member and Chairman as of 12/01/2012).<br />
The Executive Committee is responsible for<br />
organizing meetings of the Administrative<br />
Board and for making decisions when<br />
instructed by the Administrative Board to<br />
do so on its behalf.<br />
personnel committee<br />
The members of the Personnel Committee in<br />
2012 are François-Henri Pinault (Chairman),<br />
Jochen Zeitz (Member until 11/30/2012),<br />
Bernd Illig and Jean-François Palus (Member<br />
as of 12/01/2012). Personnel Committee<br />
meetings are scheduled to coincide with<br />
meetings of the Administrative Board.<br />
The Personnel Committee is responsible<br />
for entering into and making changes to<br />
Managing Directors’ employment contracts<br />
and for establishing policies for Human<br />
Resources and personnel development.<br />
The entire Administrative Board decides<br />
on issues involving the Managing Directors’<br />
compensations based on recommendations<br />
from the Personnel Committee.<br />
audit committee<br />
In 2012 the Audit Committee is comprised of<br />
the Administrative Board members Thore<br />
Ohlsson (Chairman), Jean-François Palus,<br />
Bernd Illig (Member until 07/25/2012) and<br />
Guy Buzzard (Member as of 07/25/2012).<br />
In particular, the Audit Committee is<br />
responsible for accounting issues and<br />
monitoring the accounting process, the<br />
effectiveness of the internal control system,<br />
the risk management system, internal<br />
audits, compliance and the audit of the<br />
financial statements, and here in particular<br />
for the required independence of the statutory<br />
auditors, issuing the audit assignment<br />
to the statutory auditors, defining the audit<br />
areas of focus, any additional services to be<br />
performed by the statutory auditors and the<br />
fee agreement.<br />
The Chairman of the Audit Committee must<br />
be an independent shareholder representative<br />
and must have expertise in the fields of<br />
accounting and auditing in accordance with<br />
Section 100(5) AktG.<br />
The recommendation of the Administrative