Aufsichtsrat

Supervisory Board and Supervisory Board members

Of European Companies (societas europaea – SE), public companies limited by shares (AG), partnerships limited by shares (KGaA), private limited companies (GmbH) and registered cooperative societies (eG) will be advised and represented on the following topics:

– Appointment

– – Election by the general meeting or the general or representatives’ assembly

– – Posting by a shareholder

– – Election of employee representatives on the basis of co-determination laws

– – Judicial appointment (at absence of quorum and understaffing)

– Independence (from company, management and shareholders) and conflicts of interest

– Audit of annual accounts / commissioning of and cooperation with the auditor / auditing association

– Written report and oral presentation to the general meeting by the chairman of the supervisory board

– Requirements regarding consent by the Supervisory Board and co-management

– Gathering and processing of information

– Supervisory Board Chairmanship (requirements and competencies)

– Committee work (committees according to Par. 25d of the German Banking Act, recommendations of the German Corporate Governance Code (GCGC), Mediation Committee etc.)

– Approval of the actions by the general meeting or the general or representatives’ assembly

– Confidentiality and other fiduciary duties (duty of loyalty)

– Appointment and dismissal of management board members

– Conclusion, extension, termination or any kind of suspension of employment contracts with management board members (in particular remuneration)

– Liability

– – Due to negligence (duty of care)

– – In the context of crisis and bankruptcy

– Remuneration, attendance fees, reimbursement of expenses

– Dismissal and resignation