ESRS Standard
ESRS Standard
Disclosures on the composition and expertise of governance bodies
The company must disclose the composition of the Administrative, management and supervisory bodies, their duties and responsibilities and their access to expertise and competencies in relation to sustainability aspects.
Targets of the disclosure requirement
The objective of this disclosure requirement is to provide an understanding of the following:
(a) The composition and diversity of the Administrative, management and supervisory bodies.
b) The roles and responsibilities of the Administrative, management and supervisory bodies in relation to oversight of the process for managing Impact materiality, Risks and Opportunities, including the role of management in those processes.
c) The expertise and skills of the Administrative, management and supervisory bodies with regard to sustainability aspects or access to such expertise and skills.
Detailed information on composition and diversity
The company discloses the following information on the composition and diversity of the members of the Administrative, management and supervisory bodies:
(a) The number of executive and non-executive directors.
b) The representation of employees and other workers.
c) Experience relevant to the company's sectors, products and geographical sites.
d) The percentage by gender and other aspects of diversity that the company considers. Gender diversity is calculated as the average ratio of female to male members.
e) The percentage of Independent board members.
Notes:
This information supports the information needs of financial market participants subject to Regulation (EU) 2019/2088 and benchmark administrators for the disclosure of ESG factors.
Detailed information on tasks and responsibilities
The company provides the following information on the duties and responsibilities of the members of the Administrative, management and supervisory bodies:
(a) The names of the Administrative, management and supervisory bodies or individuals within a body responsible for overseeing Impacts, Risks and Opportunities.
b) How the responsibilities of each board or individual are reflected in the mandates of the entity, the governing body and other related policies.
c) A description of management's role in governance procedures, controls and operations for monitoring, managing and overseeing Impacts, Risks and Opportunities.
i. Whether this role is delegated to a specific senior management position or committee and how oversight of that position or committee is exercised.
ii. Information on reporting requirements to members of the Administrative, management and supervisory bodies.
iii. Information on whether specific controls and procedures are in place to manage Impacts, Risks and Opportunities and, if so, how they are integrated with other internal functions.
d) Information on how the Administrative, management and supervisory bodies and senior management monitor the setting of targets for Impact materiality, Risks and Opportunities and progress towards achieving these targets.
Explanatory notes on the availability of expertise
The disclosure includes an explanation of how the Administrative, management and supervisory bodies determine the availability of appropriate skills and expertise to oversee aspects of sustainability, including
(a) The sustainability-related expertise that the bodies either have directly or can draw on, for example through access to experts or training.
b) How these skills and expertise relate to the organization's material impacts, risks and opportunities.
Application Requirements (AR)
Application Requirements (AR)
AR 3 Description of the role and responsibilities of the Administrative, management and supervisory bodies
When describing the role and responsibilities of the Administrative, management and supervisory bodies in relation to sustainability aspects, the company may define the following aspects:
(a) The sustainability aspects over which oversight is exercised, in relation to environmental, social and governance aspects that the company may face, including:
i. Any assessments and changes to the sustainability aspects of the company's strategy and Business model,
ii. The identification and assessment of material risks, opportunities and impacts,
iii. Related Policies and Targets, action plans and earmarked resources,
iv. Sustainability reporting.
b) The form in which this oversight is exercised for each of the above aspects, i.e. information, consultation or decision-making.
c) The manner in which this oversight is organized and formalized, i.e. procedures by which Administrative, management and supervisory bodies address these aspects of sustainability.
AR 4 Organization of governance in relation to sustainability aspects
When describing the organization of governance with regard to sustainability aspects, a complex governance structure can be supplemented by presentation in the form of a diagram.
AR 5 Expertise of the Administrative, management and supervisory bodies
The description of the expertise of the Administrative, management and supervisory bodies or their access to expertise may be supported by an illustration of the composition of the bodies, including
(a) The members on whom these bodies rely for oversight of sustainability issues.
b) The way in which they use this expertise as a body.
In the description, the company should consider
(a) The extent to which the expertise and skills are relevant to the company's Material Impacts, Risks and Opportunities.
b) Whether the bodies and/or their members have access to other sources of knowledge, such as specialized experts or training and other educational initiatives, to update and develop the sustainability-related expertise in these bodies.
Examples from past practice
Examples from past practice
Examples serve only as an indication of how a disclosure requirement has been reported by other companies to date. Audited ESRS reports are not yet available. There is no guarantee of accuracy and completeness.
GOV-1 - The role of the Administrative, management and supervisory bodies
Composition and diversity of the Administrative, management and supervisory bodies
At the end of 2023, the company's Executive Board consisted of Jonas Berger (CEO) and Markus Steiner (CFO and Deputy CEO). The CEO is responsible for the company's core strategic areas, including marketing, strategy, mergers and acquisitions, human resources, infrastructure, technology and legal and regulatory matters. The CFO is responsible for financial management, risk management, ESG aspects, procurement and IT.
The Supervisory Board is made up of ten members, including four men and six women. The nationalities of the members include Germany, Spain and Italy. The age structure ranges from 29 to 68 years. The members contribute extensive experience in the areas of telecommunications, finance, digitalization and ESG.
Diversity and expertise of the bodies
The composition of the bodies reflects a balanced gender distribution (40% men, 60% women) and a broad range of expertise. The Management Board focuses on operational excellence and sustainable corporate governance, while the Supervisory Board provides strategic impetus and monitors the ESG strategy.
The members of the Management Board are:
Jonas Berger (1975, Austria): Expertise in telecommunications and corporate governance.
Markus Steiner (1980, Germany): Extensive experience in infrastructure and financial management.
The members of the Supervisory Board have a wide range of specialist knowledge:
Katharina Leitner (1968, Germany): Finance and management.
Carlos Marquez (1957, Spain): Digitization and management.
Elena Ricci (1964, Italy): Corporate development and consulting.
Stefan Morales (1984, Spain): Corporate development.
Sofia Alvarez (1970, Spain): Sustainability management.
David Lopez (1994, Spain): Management and finance.
Claudia Huber (1957, Germany): Law and Finance.
Roberto Esposito (1981, Italy): Governance and legal issues.
Julia Schmid (1956, Austria): Non-profit management.
Andreas Baumann (1977, Germany): Digitization.
Roles and responsibilities
The Management Board is responsible for the operational implementation of the ESG strategy and compliance with relevant standards, while the Supervisory Board monitors the strategic direction and risk management processes. Sustainability aspects are dealt with in three special committees: the Audit Committee, the Personnel and Nomination Committee and the Remuneration Committee.
Skills development and further training
The committees ensure that the necessary expertise is available to manage sustainability issues. A double materiality analysis will be carried out in 2024 to assess strategic Risks and Opportunities. Targeted training or external advice is provided to compensate for any lack of expertise.
Environmental risks are integrated into the risk management process. The results and progress in the areas of ESG are presented to the Supervisory Board at least once a year by the CFO or the Head of ESG.
Further information on the composition, initial appointments and terms of office of the committees can be found in the Corporate Governance Report 2023.
This article has been machine translated. In case of errors, please contact [email protected].