Supervisory Board

The Supervisory Board supervises and advises the Executive Board in its management activities in accordance with the provisions of German company law and its rules of procedure. It appoints members of the Executive Board, and significant business transacted by the Executive Board is subject to its approval. The Supervisory Board is composed of six members, who are elected by the Annual General Meeting.

The Supervisory Board has established the notification and reporting duties to be met by the Executive Board and has formed an Executive Committee, an Audit Committee and a Capital Market Committee, each with three members.

The members of the Supervisory Board are:

Manfred Zaß, Chairman
Dr. Michael Gellen, Deputy Chairman
Thomas Armbrust
Dr. Jörn Kreke
Alexander Otto
Dr. Bernd Thiemann

The members of the Executive Committee are Mr Zaß, Dr Gellen and Mr Armbrust. The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent business matters and passes relevant resolutions. It is also responsible for preparing human resources issues concerning the Executive Board and for reviewing the Company’s corporate governance principles. The Executive Committee of the Supervisory Board also fulfils the role of a nomination committee.

The members of the Audit Committee are also Mr Zaß, Dr Gellen and Mr Armbrust. The Audit Committee is chaired by Mr Armbrust. It is responsible for issues relating to financial reporting, auditing and the preparation of the annual and consolidated financial statements. Former members of the Company’s Executive Board and the Chairman of the Supervisory Board generally do not chair the Audit Committee, to avoid conflicts of interest.

The members of the Capital Market Committee are once again Mr Zaß, Dr Gellen and Mr Armbrust. The Capital Market Committee is chaired by Mr Zaß. The Supervisory Board’s powers relating to the utilisation of approved capital were transferred to the Committee for decision-making and processing.

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