Supervisory Board Committees


Steering Committee

Dipl.-Ing. Dr -Ing. E. h. Jürgen Weber (Chairman)
Frank Bsirske (Deputy Chairman)
Bernd Buresch
Dr Jürgen Hambrecht

Four meetings in 2011

The Supervisory Board has elected a Steering Committee from among its members made up of equal numbers of shareholder and employee representatives. It consists of the Chairman of the Supervisory Board, his deputy and two other members. The Steering Committee gives recommendations to the Supervisory Board on the contents, form and signing of employment contracts with Executive Board members and is responsible for other HR matters involving board members and authorised company representatives (e.g. lending in accordance with Section 89 Stock Corporation Act (AktG)). The Steering Committee represents the Company in dealings with the members of the Executive Board (Section 112 AktG). It is also responsible for contracts with members of the Supervisory Board (Section 114 AktG) and for lending to members of the Supervisory Board (Section 115 AktG). The committee also rules on other HR matters which have to be submitted to the Supervisory Board for approval in accordance with the internal regulations for the Executive Board. In the event of equal voting, the Chairman of the Supervisory Board has the casting vote.


Audit Committee

Dr Klaus G. Schlede (Chairman)
Dr Werner Brandt
Jürgen Erwert
Martin Koehler
Eckhard Lieb
Dr Michael Wollstadt

Four meetings in 2011

The Supervisory Board has elected an Audit Committee from among its members made up of equal numbers of shareholder and employee representatives, which has six members. The chair is held by a member of the Supervisory Board elected to this post. The members of the Audit Committee should have special knowledge in the area of accounting, management and financial management. One of the Supervisory Board members to qualify as an independent financial expert is Audit Committee member Dr Werner Brandt, CFO of SAP AG. The task of the Audit Committee is to discuss, in accordance with instructions from the Chairman of the Supervisory Board, the monitoring of the accounting process, the examination of the effectiveness of the internal control system, the risk management system and the internal auditing system as well as matters of compliance, the necessary independence of the auditors, the appointment of auditors, the focus of audits and the fee agreement, and to make recommendations in this respect to the Supervisory Board, particularly on the auditors to put forward for election at the Annual General Meeting and on approval of the individual and consolidated financial statements. The Audit Committee also discusses the quarterly interim reports with the Executive Board before they are published. The Audit Committee is authorised to lay down the internal organisation of its work in its own internal regulations, which it submits to the Supervisory Board for its information.


Nomination Committee

Dr Jürgen Hambrecht
Dr Klaus G. Schlede
Dipl.-Ing. Dr -Ing. E. h. Jürgen Weber

No meeting in 2011

The Supervisory Board has elected a Nomination Committee from among its shareholder representatives, consisting of three equal members. The Committee’s task is to propose to the Supervisory Board suitable candidates to recommend for election at the Annual General Meeting. The Supervisory Board should be so composed that its members together have the knowledge, skills and professional experience necessary for them to carry out their tasks correctly. Taking this precondition into account, an appropriate share of women members and of members with considerable business experience in countries other than Germany is to be aimed for.


Arbitration Committee in accordance with Section 27 Paragraph 3 Co-determination Act (MitbestG)

Dipl.-Ing. Dr -Ing. E. h. Jürgen Weber (Chairman)
Frank Bsirske (Deputy Chairman)
Dr Jürgen Hambrecht
Dominique Hiekel

No meeting in 2011

The task of this committee, appointed in accordance with Section 9 Paragraph 2 of the Company’s Articles of Association, is to exercise the rights mentioned in Section 31 Paragraph 3 Sentence 1 of the Co-determination Act when members are appointed to the Executive Board, and when their appointment is revoked.

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