3 3 Interaction between the Board of Management and the Supervisory Board

3.1 The Board of Management and the Supervisory Board cooperate closely together for the benefit of the enterprise.

3.2 The Board of Management agrees the strategic direction of the enterprise with the Supervisory Board and discusses the status of strategic implementation at regular intervals.

3.3 The Articles of Association or the Supervisory Board – the latter also as necessary in individual cases – define reservations of consent in relation to the Supervisory Board for transactions of fundamental importance. These include decisions or measures which fundamentally change the net assets, financial position or results of the enterprise.

3.4 Providing information for the Supervisory Board is the responsibility of the Board of Management. However, the Supervisory Board on its part is responsible for ensuring that it is appropriately informed. With this end in mind, the Supervisory Board should define specific information and reporting requirements for the Board of Management.

The Board of Management provides the Supervisory Board with regular, timely and comprehensive reports on all issues of strategy, planning, business development, risk position, risk management and compliance relevant to the enterprise. The Board of Management addresses all deviations in the current business situation from the plans and targets that have been prepared and provides reasons for such deviations.

The Supervisory Board is intended to define in detail the information and reporting obligations of the Board of Management. The reports of the Board of Management to the Supervisory Board will generally be submitted in writing. Documents required for purposes of decision­making are forwarded to the Members of the Supervisory Board of the Company in good time before the meeting.

3.5 Good corporate governance is based on open discussion between the Board of Management and the Supervisory Board, as well as within the Board of Management and the Supervisory Board. The maintenance of absolute confidentiality is a matter of paramount importance for this purpose.

All directors and officers must ensure that the staff members they employ for support observe the duty of confidentiality in the same way.

3.6 In Supervisory Boards with codetermination, representatives of the shareholders and the employees can prepare for the meetings of the Supervisory Board separately, as appropriate with the Members of the Board of Management.

If necessary, the Supervisory Board should meet without the Board of Management.

3.7 not relevant,

3.8 The members of the Board of Management and the Supervisory Board com­ ply with the rules of proper corporate governance. If they culpably infringe the duty of due care and diligence of a prudent and conscientious manager or Member of the Supervisory Board, they will be liable to the Company in respect of damages for compensation. When entrepreneurial decisions are taken, there is no breach of obligation if the member of the Board of Management or the Supervisory Board was reasonably entitled to assume that they were acting for the benefit of the Company on the basis of reasonable information (Business Judgement Rule).

If the Company takes out a D&O policy (directors’ and officers’ liability insurance) for the Board of Management, a deductible excess of at least 10 % of the loss up to at least the amount of one and a half times the fixed annual compensation of the Member of the Board of Management must be agreed.

3.9 The granting of loans by the enterprise to members of the Board of Management and the Supervisory Board and to their relatives requires the consent of the Supervisory Board.

3.10 The Board of Management and the Supervisory Board must report annually on the corporate governance (Corporate Governance Report) and must publish this report in conjunction with the Declaration on Corporate Governance. Statements should also be made on the proposals put forward in the Code. The Company is no longer required to keep current Declarations of Compliance on the code accessible for five years on its Internet site.


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