4. Board of Management
- 4.1 Functions and responsibilities
- 4.1.1 The Board of Management of Lekkerland AG is responsible for managing the enterprise with the aim of creating value added under its own responsibility and in the interests of the enterprise, i.e. taking into account the requirements of the shareholders, the employees and the other groups associated with the enterprise (stakeholders).
- 4.1.2 The Board of Management of Lekkerland AG develops the strategic direction of the enterprise, agrees it with the Supervisory Board of the company and ensures that the strategy is implemented.
- 4.1.3 The Board of Management of Lekkerland AG is responsible for compliance with the statutory regulations and the internal corporate guidelines, and for ensuring that that they are observed by the group companies (compliance).
- 4.1.4 The Board of Management of Lekkerland AG makes adequate provision for appropriate risk management and risk controlling in the enterprise.
- 4.1.1 The Board of Management of Lekkerland AG is responsible for managing the enterprise with the aim of creating value added under its own responsibility and in the interests of the enterprise, i.e. taking into account the requirements of the shareholders, the employees and the other groups associated with the enterprise (stakeholders).
- 4.2 Composition and remuneration
- 4.2.1 The Board of Management of Lekkerland AG should be comprised of several persons and should have a chairperson. Rules of procedure should govern the work of the Board of Management of Lekkerland AG, in particular the portfolio responsibilities of individual members of the Board of Management, matters reserved for the entire Board of Management, and the rules of procedures should determine the majority necessary for resolutions passed by the Board of Management (unanimity or majority decision on a resolution).
- 4.2.2 The plenary Supervisory Board defines, at the suggestion of the committee that deals with contracts for the Board of Management, the overall remuneration for the individual members of the Board of Management, and it is responsible for deciding on, and regularly reviewing, the system of remuneration for the Board of Management.
The overall remuneration for the individual members of the Board of Management is defined by the plenary Supervisory Board on the basis of a performance assessment and taking into account any group emoluments. The criteria for the reasonableness of the remuneration are formed in particular by the functions of the members of the Board of Management, their personal performance, the business situation, the success and the future prospects of the enterprise taking into account the comparative economic environment and the remuneration structure otherwise applicable in the company.
If the advice of an external remuneration expert is sought by the Supervisory Board for purposes of assessing the reasonableness of the remuneration, it is important to ensure that such an expert is completely independent from the Board of Management and/or the enterprise.
4.2.3 The remuneration of the members of the Board of Management of Lekkerland AG should include fixed and variable elements. The variable remuneration should include one-off and regular annual elements based on business success.
- 4.2.1 The Board of Management of Lekkerland AG should be comprised of several persons and should have a chairperson. Rules of procedure should govern the work of the Board of Management of Lekkerland AG, in particular the portfolio responsibilities of individual members of the Board of Management, matters reserved for the entire Board of Management, and the rules of procedures should determine the majority necessary for resolutions passed by the Board of Management (unanimity or majority decision on a resolution).
- 4.3 Conflicts of interest
- 4.3.1 The members of the Board of Management of Lekkerland AG are subject to a comprehensive prohibition on competition during the course of their activity for the company. This prohibition is defined in detail in their contracts of service.
- 4.3.2 Members of the Board of Management of Lekkerland AG and employees may not, in connection with their work, demand or accept from third parties promotional gifts or other advantages for themselves or for other persons, nor grant third parties unlawful advantages. All promotional gifts exceeding the value € 100 must be reported to the Compliance Officer of Lekkerland AG & Co. KG. The members of the Board of Management must inform the Supervisory Board of the company immediately about the granting of advantages on the part of third parties in excess of € 5,000 and once a year about the granting of advantages on the part of third parties in excess of € 100.
- 4.3.3 The members of the Board of Management of Lekkerland AG have a duty to act in the interests of the enterprise. No member of the Board of Management of Lekkerland AG may act in his/her own personal interests when taking decisions and take advantage of business opportunities which are available to the company.
- 4.3.4 Each member of the Board of Management of Lekkerland AG will immediately disclose any conflicts of interest to the Supervisory Board of the company and will inform the other members of the Board of Management about such conflicts of interest. All transactions between Lekkerland AG or the company on the one hand and the members of the Board of Management of Lekkerland AG and persons affiliated with them or enterprises affiliated with them personally on the other hand must be concluded at standard commercial conditions. Material transactions require the consent of the Supervisory Board of the company.
- 4.3.5 Members of the Board of Management of Lekkerland AG should only take up a secondary occupation, in particular memberships of other supervisory boards outside the enterprise, with the consent of the Supervisory Board of the company.
- 4.3.1 The members of the Board of Management of Lekkerland AG are subject to a comprehensive prohibition on competition during the course of their activity for the company. This prohibition is defined in detail in their contracts of service.
