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 macreconomic and Company-specific circumstances, and to review and, if necessary, redefine the strategic orientation.

In view of the ongoing COVID-19 situation in 2022, 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 some meetings virtually.

In the period under review, the Board held six ordinary meetings, of which two were virtual half-day meetings and four were in-person meetings, of which one was a strategy meeting lasting two full days and one was a meeting combined with the Board of Directors visiting one of the newly acquired Scholle IPN and customer facilities. In addition, the Board held one extraordinary virtual meeting lasting for three hours. Overall, only one Board member missed one Board meeting, resulting in an average attendance of 98% in the period under review. Furthermore, the Board held one mandatory regulatory compliance training session, with all Board members except one participating, and one half-day voluntary educational session on market insights and packaging material developments in the context of sustainability, with a large majority of the Board participating. In addition, the Board held a meeting regarding the final offer price for the private placement of shares, with only the Chair and Mariel Hoch being present. Furthermore, the Board held two declaratory meetings with respect to the declarations regarding the authorised capital increases, one with only Matthias Währen being present and the other one with only the Chair being present. Attendance at the Board meetings in 2022 may be summarised as follows:

For the period under review, the Compensation Committee held five ordinary meetings with an average duration of approximately two hours, of which three were virtual meetings and two were in-person meetings. Furthermore, the Compensation Committee held four extraordinary virtual meetings with an average duration of approximately 45 minutes. All meetings were attended by all Committee members, with the exception of one Committee member not being able to join one extraordinary virtual meeting, resulting in an overall attendance rate of 96%.

The Nomination and Governance Committee held three ordinary meetings with an average duration of approximately two hours, of which one was an in-person meeting and two were virtual meetings. Furthermore, the Nomination and Governance Committee held two extraordinary meetings with an average duration of approximately 75 minutes, of which one was a hybrid meeting, with half of the Committee being present in person, and one was a virtual meeting. The meetings had an overall attendance rate of 100%.

The Audit and Risk Committee held five ordinary meetings and one extraordinary meeting with an average duration of approximately three hours, of which four were in-person meetings and two were virtual meetings. The meetings had an overall attendance rate of 100%. The five ordinary meetings of the Audit and Risk Committee were partially attended by the external auditors.

With the exception of certain directors-only sessions, the Board meetings were usually attended by the CEO, the 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 Group General Counsel & Chief Compliance Officer, and usually by the CEO. Meetings of the Compensation Committee were regularly attended by an external adviser to the Compensation Committee, the CEO, the Chief People & Culture Officer 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.