5. Frequency of meetings of the Board of Directors and its Committees
The Chairman convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year, and whenever a member of the Board or the CEO requests a meeting of the Board indicating the reasons for such a meeting in writing.
The Board of Directors usually convenes for full-day ordinary meetings as well as an annual joint strategy meeting with the Group Executive Board. The task at these meetings is to analyse the positioning of the Group in the light of current macroeconomic and Company-specific circumstances and to review, and if necessary redefine, the strategic orientation.
In view of the COVID-19 situation, the Board of Directors has adapted the schedule and format of its meetings by increasing the number of meetings but shortening their duration and holding most meetings virtually.
In the period under review, the Board has held six ordinary meetings, thereof one full-day in person meeting, five virtual half-day meetings plus a strategy meeting held in person split over two half-days. In addition, the Board held five extraordinary virtual one-hour meetings. In all of these meetings, the full Board was present. Therefore, the board meetings therefore had an overall attendance of 100% in the period under review.
For the period under review, the Compensation Committee held five meetings with an average duration of approximately two hours, one of which was in-person and four were virtual meetings. The meetings had an overall attendance rate of 100%. In addition, there was one combined Compensation Committee and Nomination and Governance Committee virtual meeting lasting one hour to jointly address overarching topics which was attended by all members of these Committees.
In addition to the aforementioned joined meeting with the Compensation committee, the Nomination and Governance Committee held four ordinary meetings with an average duration of approximately 1.5 hours, one of which was in-person and three were virtual meetings. Furthermore, the Nomination and Governance Committee held two extraordinary virtual meetings for one hour each. The meetings had an overall attendance rate of 100%.
The Audit and Risk Committee held five meetings with an average duration of approximately four hours, one of which was in-person and four were virtual meetings. The meetings had an overall attendance rate of 100%. All of the meetings of the Audit and Risk Committee were partially attended by the external auditors.
The Board meetings were, with the exception of certain directors-only sessions, usually attended by the CEO, CFO and other members of the Group Executive Board and other representatives of senior management. Some meetings of the Board of Directors were partially attended by external advisers. Meetings of the Audit and Risk Committee were attended by the CFO and the Chief Compliance Officer, and usually also by the CEO. Meetings of the Compensation Committee were regularly attended by an external advisor to the Compensation Committee, the CEO and the Vice President Group Human Resources. The Nomination and Governance Committee meeting was attended by the CEO and by a member of management acting as Secretary.