The Supervisory Board consists of ten members:
Dr. Junyang (Jenny) Shao
Chair of the Supervisory Board
Vice President of Fosun Fashion Group, Frankfurt am Main
Deputy Chair of the Supervisory Board
Employee and Chair of the Works Council at TOM TAILOR GmbH, Hamburg
CV Barbara Pfeiffer
Chair of the SE Works Council and member of the Group Works Council
Employee of BONITA GmbH, Hamminkeln, in the position of Buyer
Member of the BONITA GmbH Works Council and of the SE Works Council
Independent management consultant at Corfina AG, Frankfurt am Main
CV Herr Otmar Debald
Prof. Dr. Matthias Freise
Professorship "Fashion Procurement and Retail Buying", Reutlingen University
CV Herr Prof. Dr. Matthias Freise
Lawyer and Senior Counsel, Covington & Burling LLP, Frankfurt/Main
Executive President, Yuyuan Inc., Shanghai, China and Global Partner, Fosun International Ltd., Shanghai, China
Employee of BONITA GmbH, Hamminkeln, in the position of Senior Specialist Buying
Member of the BONITA GmbH Works Council, the Central Works Council of BONITA GmbH, the SE Works Council of TOM TAILOR Holding SE, and the Group Works Council of TOM TAILOR Holding SE
Employee of Tom Tailor GmbH, Hamburg, in the Import department
Deputy Chair of the SE Works Council and member of the Executive Committee of the SE Works Council
Employee of BONITA GmbH, Hamminkeln, in the position of Area Manager Retail
About the Supervisory Board
The term of office of the Supervisory Board is five years. When proposing candidates for election to the Supervisory Board, particular attention is paid to the knowledge, skills and professional experience required to perform the duties, as well as to the diversity of the it"s composition.
In order to perform its duties efficiently, the Supervisory Board has set up an Executive Committee consisting of three members, which performs advisory and preparatory tasks and has decision-making authority within the framework of the rules of procedure for the Supervisory Board.
The Executive Committee is responsible for preparing the meetings of the Supervisory Board and coordinating the work of the Supervisory Board as well as advising on the strategic perspective, orientation and further development of the company. It prepares the decisions of the Supervisory Board in the area of corporate governance and decides on the adjustment of the annual Declaration of Conformity.
Not active during the term of the restructuring committee.
The Restructuring Committee is responsible for providing advice on the Company's planned restructuring measures and making recommendations to the full Supervisory Board on decision-making in this context.
Members of the Restructuring Committee are Dr. Junyang (Jenny) Shao (Chair), Michael Chou and Barbara Pfeiffer.
The Supervisory Board has also formed a Personnel Committee. The Personnel Committee prepares the Supervisory Board"s decision on the appointment of Executive Board members, the election of the Chairman of the Executive Board and the determination of the Executive Board"s remuneration structure as well as the remuneration, including target agreements, of the individual Executive Board members.
Within the framework of the rules of procedure for the Supervisory Board, the Personnel Committee has, in particular, the authority to pass resolutions on the following matters:
- Conclusion, amendment and termination of employment contracts with the members of the Management Board with the exception of the decisions reserved for the Supervisory Board pursuant to section 87 (1) and (2) sentence 1 and sentence 2 of the German Stock Corporation Act, which are prepared by the Personnel Committee,
- other legal transactions with members of the Management Board or with affiliated companies (§§ 15 ff. German Stock Corporation Act) or with related parties pursuant to § 15 AO,
- the granting of loans to the persons named in §§ 89, 115 German Stock Corporation Act,,
- the consent to other activities of a member of the Management Board pursuant to § 88 German Stock Corporation Act,
- the approval of contracts with members of the Supervisory Board pursuant to § 114 German Stock Corporation Act.
Members of the Personnel Committee are Dr. Junyang (Jenny) Shao (Chair), Thomas Heymann, Sven Terpe.
Audit and Finance Committee
The Audit and Finance Committee is particularly responsible for monitoring accounting and the accounting process, the effectiveness of the internal control system, the internal risk management system, the internal audit system, compliance as well as the external audit of the accounts. It may exercise the special rights of inspection and audit to which the Supervisory Board is entitled pursuant to Section 111 (2) German Stock Corporation Act for this purpose. The Audit and Finance Committee makes a recommendation to the Supervisory Board for its proposal to the Annual General Meeting on the appointment of the auditor. On behalf of the Supervisory Board, the audit and finance comittee decides on the agreement with the auditor and, in particular, on the audit engagement, determinations of audit focus points and fees. It also takes appropriate measures to determine and monitor the independence of the auditor. Prior to their publication, the Audit and Finance Committee consults the management board on the quarterly and semi-annual reports and all interim reports, if such interim reports are deemed necessary. The Audit and Finance Committee also prepares the meetings and decisions of the Supervisory Board on the annual budget and the three-year planning of the TOM TAILOR Group.
Members of the Audit and Finance Committee are Otmar Debald (Chair), Thomas Heymann and Kitty Cleijne-Wouters.