The Supervisory Board
Tasks and Duties of the Members of the Supervisory Board
General TasksThe members of the Supervisory Board are jointly responsible for performing their duties. All members of the Supervisory Board have the same rights and duties. There is no distinction between the employee representatives and the shareholder representatives on the Supervisory Board. The tasks and duties of the members of the Supervisory Board are defined in Rules of Procedure for the Supervisory Board.
Certain tasks can be assigned to a committee or to individual members of the Supervisory Board. The committee members must fulfill the duties assigned to them independently.
The members of the Supervisory Board are exclusively responsible for the well being of the enterprise. They represent neither the shareholders nor the employees and must therefore consider the interests of the company in their decisions and actions. The interests of the company incorporate the interests of the shareholders and the workforce and, to a certain extent, the interests of the public. The members of the Supervisory Board act entirely independently and on their own account.
Advice and Supervision of the Board of ManagementThe Supervisory Board is not entrusted with the day-to-day business of corporate governance and therefore cannot set directives for the Board of Management. The most important task of the Supervisory Board is the advice, control and supervision of the corporate governance exercised by the Board of Management. This advisory and supervisory role covers all of the activities of the Board of Management, whereby these are not only assessed according to their legitimacy, but also according to their appropriateness. For control purposes, the Board of Management reports regularly to the Supervisory Board.
The Supervisory Board and each of its members can request a report from the Board of Management on the transactions of the enterprise, on legal and business relations with affiliated companies and on the course of business of these companies, in so far as they are of economic importance to the enterprise. Every member of the Supervisory Board is entitled to inspect these reports.
The Supervisory Board can also arrange for special audits and investigations of the work of the Board of Management, in particular the examination of certain transactions, the books of the enterprise or certain assets of the company such as securities or real estate.
Certain transactions and measures resolved by the Supervisory Board itself require the approval of the Supervisory Board. Furthermore, in certain cases the approval of the Supervisory Board is required by law (e.g. the granting of a loan to the members of the Board of Management or the Supervisory Board pursuant to Articles 89, 115 German Stock Corporation Act; the issue of new shares from authorized capital pursuant to Article 202 German Stock Corporation Act).
The Supervisory Board mandates the external auditor with auditing the annual financial statements. This takes place through the Audit Committee of the Supervisory Board, which also specifies the particulars of the audit and ensures the function and the independence of the auditor.
The Supervisory Board examines the annual financial statements, the management report, the proposal for the appropriation of distributable profits and the consolidated financial statements presented by the Board of Management. The external auditor takes part in the Supervisory Board's deliberations on the annual financial statements and consolidated financial statements and reports on the material results of his audit.
The Supervisory Board reports to the General Meeting in writing on the results of the audit. When the Supervisory Board approves the annual financial statements, the latter are established and formally approved. On this basis, the General Meeting resolves on the appropriation of distributable profits.
The Supervisory Board is responsible for the appointment and dismissal of members of the Board of Management. Together with the Board of Management, it ensures there is long-term successor planning.
The Supervisory Board has the right and the duty to convene the General Meeting when this is necessary for the benefit of the enterprise. Moreover, the members of the Supervisory Board participate in the General Meeting. The Supervisory Board - and in general also the Board of Management - makes a proposal for every item of the agenda to be resolved by the General Meeting, which is published with the agenda of the General Meeting.
Statement on the Corporate Governance CodeThe Board of Management and Supervisory Board report each year on the enterprise's corporate governance in the annual report. This includes explanation of possible deviations from the recommendations of the German Corporate Governance Code.
It also comments on deviations from the Code's suggestions, without being legally obliged to do so. The Board of Management makes the declaration permanently available on the Internet.
Representation of the EnterpriseThe Supervisory Board has a limited right of representation. It represents the enterprise in legal transactions and in the event of legal disputes with members of the Board of Management. Furthermore, the Supervisory Board represents the enterprise together with the Board of Management in the event of an action to annul a General Meeting resolution on the part of the shareholders.
The members of the Supervisory Board maintain secrecy regarding confidential corporate information, especially company or business secrets, being disclosed to the members of the Supervisory Board in their service; this obligation continues beyond the end of their office as a member of the Supervisory Board. The members of the Supervisory Board are particularly obliged to maintain secrecy concerning confidential reports and confidential deliberations. On the termination of their mandate, all confidential documents must be returned to the Chairman of the Supervisory Board. If a member of the Supervisory Board for a special reason intends to communicate information concerning, in particular, the content and events of Supervisory Board meetings and the content of Supervisory Board submittals and resolutions to a third party, (s)he must first inform the Chairman of the Supervisory Board of this order to resolve any differences of opinion regarding the obligation to secrecy.
The members of the Supervisory Board shall ensure that any employee they involve similarly abide by the obligation to secrecy.
All members of the Supervisory Board undertake to serve the interests of the company. When taking decisions, they shall neither pursue personal interests nor exploit the company's commercial opportunities for their own purposes.
All members of the Supervisory Board shall disclose conflicts of interest to the Supervisory Board, particularly those that may arise due to any advisory role or board membership on behalf of customers, suppliers, lenders or other commercial partners of the company or any of its group companies.
The Supervisory Board reports any arising conflicts of interest concerning members of the Supervisory Board and the measures taken to rectify these conflicts in its report to the Annual Meeting.
In the event of major long-term conflicts of interest arising in the person of a member of the Supervisory Board, the member in question must resign his mandate.
Any consultancy agreements or other service or work contracts between a member of the Supervisory Board and the company or a group company are subject to the approval of the Presidential Committee.
The Supervisory Board examines the efficiency of its activities on a regular basis, where appropriate in consultation with external consultants.
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