5. Frequency of meetings of the Board of Directors and its Committees
The Chair 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 meeting in writing.
The Board of Directors usually convenes four 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 macro-economic and Company-specific circumstances and to review, and if necessary to 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 6 ordinary meetings, thereof 4 virtual half-day meetings and 2 hybrid meetings with the majority of the Board being present in person, thereof 1 strategy meeting for two days and 1 meeting split over two half-days. In addition, the Board held 2 extraordinary virtual meetings with an average duration of approximately 2.5 hours. In all of these meetings, the full Board was present. Therefore, the board meetings had an overall attendance of 100% in the period under review. Furthermore, the Board held 1 mandatory regulatory compliance training with the full Board attending and 2 voluntary educational sessions on environmental, social and governance matters and cyber security with the large majority of the Board attending.
For the period under review, the Compensation Committee held 5 meetings with an average duration of approximately 2 hours, all of which were virtual meetings. Furthermore, the Compensation Committee held 2 extraordinary virtual meetings of 1 hour each. The meetings had an overall attendance rate of 100%.
The Nomination and Governance Committee held 4 ordinary meetings with an average duration of approximately 2 hours, all of which were virtual meetings. Furthermore, the Nomination and Governance Committee held 2 extraordinary virtual meetings of 45 minutes each. The meetings had an overall attendance rate of 100%.
The Audit and Risk Committee held 5 ordinary meetings and 1 extraordinary meeting with an average duration of approximately 3 hours, 1 of which was in-person and 5 were virtual meetings. The meetings had an overall attendance rate of 100%. The 5 ordinary 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 by the CEO. Meetings of the Compensation Committee were regularly attended by an external advisor to the Compensation Committee, the CEO and the Group’s Global Compensation and Benefits Manager. The Nomination and Governance Committee meetings were regularly attended by the CEO and by a member of management acting as Secretary.