Continental : Corporate Governance Presentation November 2023

Corporate Governance Presentation November 2023

Ticker:	CON
ADR-Ticker:	CTTAY	Investor Relations
http://www.continental-ir.com

Agenda

1

2

3

4

5

6

7

8

9

Corporate Bodies

Supervisory Board, Executive Board

Remuneration System

Diversity at Continental

Compliance

Sustainability at a glance

Cyber Security

Auditing

Annual Shareholders' Meeting

Public	2

Two-Tier Board System - Corporate Bodies

Corporate bodies of the company

Shareholders Meeting

Shareholders exercise their rights of participation and control

Chairman's Committee

Audit Committee

Nomination Committee

Mediation Committee

Related Party

Transactions Committee

Special Emissions

Committee

Special ContiTech

Committee

› › › › › › ›

Elects		›	Discharges		Reports›
shareholder
representatives			›

Supervisory Board

20 members

10 shareholder representatives

10 employee representatives

Involved in decisions of fundamental significance to the company.

Appoints › Monitors and advises

›	Reports

Discharges	›	Reports›

Executive Board 7 members1

Responsible for managing the company in accordance with the law, the Articles of Incorporation, and the By-Laws of the

Supervisory	and	Executive	Boards,
while taking	into	account	the
resolutions	of	the	Shareholders'
Meeting.

1Status as of November 2023
Source:Continental Annual Report 2022, page 16	Public	3

Supervisory Board

elected until 2024

Shareholder representatives			Employee representatives
Prof. Dr.-Ing. Wolfgang Reitzle			Christiane Benner,
Chairman of the Supervisory Board			Deputy Chairwoman of the Supervisory Board
Born 1949, German			Born 1968, German
Elected since 2009			Elected since 2018
Dorothea von Boxberg, born 1974, elected since 2022			Hasan Allak, born 1970, elected since 2019
Stefan E. Buchner, born 1960, elected since 2022			Francesco Grioli, born 1972, elected since 2018
Dr. Gunter Dunkel, born 1953, elected since 2009			Michael Iglhaut, born 1964, elected since 2006
Satish Khatu, born 1952, elected since 2019			Carmen Löffler, born 1972, elected since 2021
Isabel Corinna Knauf, born 1972, elected since 2019			Dirk Nordmann, born 1960, elected since 2004
Sabine Neuß, born 1968, elected since 2014			Lorenz Pfau, born 1961, elected since 2019
Prof. Dr. Rolf Nonnenmacher, born 1954, elected since 2014			Jörg Schönfelder, born 1966, elected since 2004
Klaus Rosenfeld, born 1966, elected since 2009			Stefan Scholz, born 1965, elected since 2015
Georg F. W. Schaeffler, born 1964, elected since 2009			Elke Volkmann, born 1959, elected since 2014

Source:Corporate Governance - Supervisory Board

Public

4

Supervisory Board

Key Facts

20 board members

10

shareholder representatives

10

employee representatives

Supervisory board tenure

9

7

4

1-5 years

6-10 years

>10 years

Independence of shareholder

20%

AgeGender

25% 30%

70%

Nationality

15%

85%

representatives1

80%

55%

<55 55-65 > 65

Male Female

German Other

1 Independence from controlling shareholder pursuant to German Corporate Governance Code (GCGC).

Source: Corporate Governance - Supervisory Board

Public

5

Supervisory Board (SB)

Nomination process for shareholder representatives

Competencies for	Objectives for Supervisory	Diversity goals
candidates	Boards composition

Nomination/Election

Composition

Profile of skills and expertise

1. Internationality
2. Industry experience
3. Financial experience
4. Corporate Governance & Board experience
5. Sustainability expertise
6. Organizational & Personnel development

Competence profile in accordance with recommendation C1 GCGC.

Each competence area should be

covered by at least one board

member.

Specified targets

1. The number of members who have the required international experience should at a minimum remain constant.
2. An appropriate number of members with industry experience should be maintained.
3. An appropriate number of members on the shareholder side whom it deems to be independent in accordance with the German Corporate Governance Code.
4. At least five shareholder representatives should be independent of the controlling shareholder, the IHO Group, headquartered in Herzogenaurach, Germany

§96 (2) AktG.

In general composition of at least

w m 30% women

mixed	30% men

Supervisory Board specifies targets for its composition

Nomination Committee

examines potential

candidates

Results are presented to

all members of the Supervisory Board

Supervisory Board

submits a proposal to the shareholders at the Annual General Meeting

20

members total

including:

10

shareholder representatives

Remaining 10 members:

Employee Representatives

Chairperson

is one of the shareholders representatives

Source:Continental Annual Report 2022, page 15 et. sqq.

Public

6

Supervisory Board

Overview of shareholder representatives

Position
	Election
Name
		Initial
Prof. Dr. Wolfgang Reitzle (Chair)		2009
Dorothea von Boxberg		2022
Stefan E. Buchner		2022
Dr. Gunter Dunkel		2009
Satish Khatu		2019
Isabel Corinna Knauf		2019
Sabine Neuß		2014
Prof. Dr. Rolf Nonnenmacher		2014
Klaus Rosenfeld		2009
Georg F. W. Schaeffler		2009

Source:Continental Annual Report 2022, page 19

Fields of Competence

Diversity criteria

Member of Supervisory Board for >12 years?

Financial experience

Corporate Governance and board experience

Sustainability expertise

Organizational and personnel development

Internationality with regard to Asian markets

Industry experience

End of term

Internationality

Age

Gender

Nationality

Independence in the meaning of C.7 (2) GCCG

Independence in the meaning of C.9 GCCG

Link to CV

2024	yes	74	m	GER	Link
2024	no	49	f	GER	Link
2024	no	63	m	GER	Link
2024	yes	70	m	AUT	Link
2024	no	71	m	USA	Link
2024	no	51	f	GER	Link
2024	no	55	f	GER	Link
2024	no	69	m	GER	Link
2024	yes	57	m	GER	Link
2024	yes	59	m	GER	Link
		Public			7

Supervisory Board

Overview of employee representatives

Position
	Election
Name
		Initial
Christiane Benner (Deputy Chair)		2018
Hasan Allak		2019
Francesco Grioll		2018
Michael Iglhaut		2006
Carmen Löffler		2021
Dirk Nordmann		2004
Lorenz Pfau		2019
Jörg Schönfelder		2004
Stefan Scholz		2015
Elke Volkmann		2014

Fields of Competence

Diversity criteria

End of term

Member of Supervisory Board for >12 years?

Financial experience

Corporate Governance and board experience

Sustainability expertise

Organizational and personnel development

Internationality

Internationality with regard to Asian markets

Industry experience

Age

Gender

Nationality

Independence in the meaning of C.7 (2) GCCG

Independence in the meaning of C.9 GCCG

Link to CV

2024

no

55

f

GER

n.a.

n.a.

Link

2024

no

53

m

GER

n.a.

n.a.

Link

2024

no

51

m

ITA

n.a.

n.a.

Link

2024

yes

59

m

GER

n.a.

n.a.

Link

2024

no

51

f

GER

n.a.

n.a.

Link

2024

yes

63

m

GER

n.a.

n.a.

Link

2024

no

62

m

GER

n.a.

n.a.

Link

2024

yes

57

m

GER

n.a.

n.a.

Link

2024

no

58

m

GER

n.a.

n.a.

Link

2024

no

64

f

GER

n.a.

n.a.

Link

Source:Continental Annual Report 2022, page 19	Public	8

Supervisory Board

Committees with decision-making powers

Chairman's Committee

Audit Committee

Nomination Committee

Mediation Committee

›

›

›

›

▪

Prof. Dr. Wolfgang Reitzle

▪

Prof. Dr. Rolf

▪

Prof. Dr. Wolfgang Reitzle

▪

Prof. Dr. Wolfgang Reitzle

Members

▪

(Chairman)

▪

Nonnenmacher

▪

(Chairman)

▪

(Chairman)

Christiane Benner

Klaus Rosenfeld

Isabel Corinna Knauf

Christiane Benner

(Chairman)

▪

Georg F. W. Schaeffler

▪

Francesco Grioli

▪ Prof. Dr. Rolf Nonnenmacher

▪

Georg F. W. Schaeffler

▪

Jörg Schönfelder

▪

Michael Iglhaut

▪

Georg F. W. Schaeffler

▪

Jörg Schönfelder

▪

Dirk Nordmann

▪ Georg F. W. Schaeffler

Key responsibilities are preparing

The Audit

Committee's primarily

Responsible

for

nominating

In accordance with Section 31

the

appointment of

Executive

deals with the audit of the

suitable

candidates

for

the

(3) Sentence 1 MitbestG, the

Board members and concluding,

accounts, the monitoring of the

Supervisory Board to propose to

Mediation

Committee

becomes

terminating

and

amending

their

accounting

process

and

the

the

Annual

Shareholders'

active only if the first round of

Tasks

employment contracts and other

effectiveness

of

the internal

Meeting for election.

voting on a proposal to appoint a

agreements with them.

control

system,

the

risk

In addition, the committee must

member of the Executive Board

management

system

and

the

or to remove a member by

However, the

plenum of

the

propose

targets

for

the

internal audit system, the audit of

consent does not achieve the

Supervisory

Board

alone

is

the

financial

statements

Supervisory Board's composition

legally

required

two-thirds

responsible

for

establishing

the

and profile of skills and expertise

(including sustainability reporting

majority.

total remuneration

of

the

and review both regularly.

and

examination

thereof)

and

Executive Board members.

compliance.

Only decision-making committees are listed in this table.

Source:

All committees report to the plenary session on a regular basis.

Continental Annual Report 2022, page 20 & page 221

Public

Committee for Related

Party Transactions

›

• Prof. Dr. Wolfgang Reitzle (Chairman)
• Prof. Dr. Rolf Nonnenmacher
• Further members to be elected if necessary

Deals with transactions between Continental AG and a related person, where these transactions require the prior consent of Continental AG's Supervisory Board in accordance with Sections 111a and 111b AktG. Transactions in this case require the prior consent of the Supervisory Board.

• Shareholder Representative
• Employee Representative

9

Supervisory Board

Attendance at board meetings 2022

	Attendance
	Number of	Attendance
Supervisory Board Member
meetings	in %
Prof. Dr. Wolfgang Reitzle (Chairman)	7/7	100
Dorothea von Boxberg (since April 29, 2022)	4/5	80
Stefan Buchner	7/7	100
Dr. Gunter Dunkel	7/7	100
Satish Khatu	6/7	85,71
Isabel Corinna Knauf	7/7	100
Sabine Neuß	7/7	100
Prof. Dr. Rolf Nonnenmacher	6/7	85,71
Klaus Rosenfeld	7/7	100
Georg F. W. Schaeffler	7/7	100
Schaeffler-Thumann,M.-E. (until April 29, 2022)	2/2	100

	Attendance
Supervisory Board Member	Number of	Attendance
meetings	in %
Christiane Benner	7/7	100
Hasan Allak	6/7	85,71
Francesco Grioli	7/7	100
Michael Iglhaut	7/7	100
Carmen Löffler	7/7	100
Dirk Nordmann	7/7	100
Lorenz Pfau	7/7	100
Jörg Schönfelder	7/7	100
Stefan Scholz	7/7	100
Elke Volkmann	7/7	100

7	97,01%
Meetings in total	Overall attendance

Source:Continental Annual Report 2022,page.10 et sqq.

Public

10