5. Supervisory Board
- 5.1 Functions and responsibilities
- 5.1.1 The Supervisory Board of the company has the function of regularly advising and monitoring Lekkerland AG and its Board of Management in the management of the enterprise. It should be integrated in any decisions of fundamental importance for the enterprise.
- 5.1.2 The Supervisory Board appoints and dismisses the members of the Board of Management. The Supervisory Board should take diversity into account when making decisions relating to the composition of the Board of Management. It should cooperate with the Board of Management to ensure long-term planning for succession. The Supervisory Board can delegate preparations for the appointment of members of the Board of Management to a committee which also deals with the terms and conditions of the employment contract including the remuneration.
- When initially making appointments, the maximum possible period of appointment of five years should not be the rule. A reappointment before the end of the year prior to the end of the appointment period if the current appointment is simultaneously being discontinued should only be made under special circumstances. An age limit for members of the Board of Management should be defined.
- 5.1.3 The Supervisory Boards of Lekkerland AG and the company should in each case draw up rules of procedure.
- 5.1.1 The Supervisory Board of the company has the function of regularly advising and monitoring Lekkerland AG and its Board of Management in the management of the enterprise. It should be integrated in any decisions of fundamental importance for the enterprise.
- 5.2 Functions and powers of the Chairman of the Supervisory Board
The relevant Chairman of the Supervisory Board coordinates the work of the Supervisory Board, chairs the meetings and represents the Supervisory Board on any issues in the public domain.
The Chairman of the Supervisory Board of the company should maintain regular contact with the Board of Management of Lekkerland AG, in particular with the Chairman of the Board of Management, and should discuss with him/her the strategy, the business development and the risk management of the company. The Chairman of the Supervisory Board of the company must be informed immediately by the Chairman of the Board of Management of Lekkerland AG about any important events, which are of material significance for assessing the position and development of the enterprise and for the management of the enterprise. The Chairman of the Supervisory Board of the company should then inform the Supervisory Board of the company and convene an extraordinary meeting of the Supervisory Board as appropriate.
- 5.3 Formation of committees
- 5.3.1 The Supervisory Boards of Lekkerland AG and the company should form committees made up of appropriately qualified members, depending on the specific circumstances of the enterprise and the number of members. The purpose of these committees is to enhance the efficiency of the work carried out by the Supervisory Boards and to address complex issues. The relevant committee chairpersons must submit regular reports to the relevant Supervisory Board detailing the work of the committees.
- 5.3.2 The Supervisory Board should form an Audit Committee which addresses in particular issues relating to accounting, risk management and compliance, the necessary independence of the auditor, the definition of the focuses of the audit and the level of the audit fee. The Chairman of the Audit Committee should have special knowledge and experience in the application of accounting principles and internal controlling procedures. The Chairman should be independent and should not be a former member of the Board of Management of the company whose appointment ended less than two years previously.
- 5.3.3 The Supervisory Board should form a nomination committee composed exclusively of shareholder representatives which proposes suitable candidates to the Supervisory Board.
- 5.3.4 The Supervisory Boards of Lekkerland AG and the company may also direct that other issues should be addressed in one or more committees. These may include the strategy of the enterprise, the remuneration of the members of the Board of Management, investments and finance.
- 5.3.5 The Supervisory Boards of Lekkerland AG and the company may direct that committees carry out preparatory work for the meetings of the Supervisory Board and furthermore take decisions in the place of the Supervisory Board.
- 5.3.1 The Supervisory Boards of Lekkerland AG and the company should form committees made up of appropriately qualified members, depending on the specific circumstances of the enterprise and the number of members. The purpose of these committees is to enhance the efficiency of the work carried out by the Supervisory Boards and to address complex issues. The relevant committee chairpersons must submit regular reports to the relevant Supervisory Board detailing the work of the committees.
- 5.4 Conflicts of interest
- 5.4.1 Each member of the Supervisory Board of Lekkerland AG and the company has a duty to act in the interests of the enterprise. When members of the Supervisory Board make decisions, they must not pursue personal interests or make use of business opportunities available to the enterprise for the benefit of themselves.
- 5.4.2 Each member of the Supervisory Board of Lekkerland AG and the company must disclose to the relevant Supervisory Board any conflicts of interest, especially such conflicts of interest that may arise as a result of holding a consultancy or a function as an executive officer with customers, suppliers, lenders or other business partners.
- 5.4.3 The Supervisory Board of Lekkerland AG and the company will provide information in its report to the annual general meeting and/or the shareholders’ meeting about any conflicts of interest that arise and will indicate how they are dealt with. If a member of the Supervisory Board is subject to substantial conflicts of interest which are not simply of a temporary nature, it will be necessary for that member to resign from his/her office as a member of the Supervisory Board.
- 5.4.4 Consultancy contracts and other contracts for work and services to be held by a member of the Supervisory Board with Lekkerland AG or the company require the consent of the relevant Supervisory Board.
- 5.5 Efficiency audit
The Supervisory Boards of Lekkerland AG and the company should review the efficiency of its activities on a regular basis.
