• Vision and Mission
• Corporate Governance Codex
• Preamble
• Shareholders and shareholders’ meeting
• Interaction between the Board of Management and the Supervisory Board
• Board of Management
• Supervisory Board
• Transparency
• Accounting and auditing
• Declaration of Compliance
• Business Control System
• Convenience
• Countries
• Management
• Company Structure
• Quality management
• Facts
• History
• Contact

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

• 3.1 The Board of Management of Lekkerland AG and the Supervisory Board of the company cooperate closely together for the benefit of the enterprise.
  
  
• 3.2 The Board of Management of Lekkerland AG agrees the strategic direction of the enterprise with the Supervisory Board of the company and discusses the status of strategic implementation with the Supervisory Board at regular intervals.
  
  
• 3.3 The memorandum of association or the Supervisory Board of the company defines rights of veto for matters of major importance relating to corporate policy, in favour of the Supervisory Board. These include decisions bringing about fundamental changes relating to the net assets, financial position and results of the enterprise.
  
  
• 3.4 The provision of adequate information to the Supervisory Board of the company is the joint responsibility of the Board of Management of Lekkerland AG and of the Supervisory Board of the company.
  The Board of Management of Lekkerland AG provides the Supervisory Board of the company with regular, timely and comprehensive reports on all issues of planning, business development, the 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 of the company is intended to define in detail the information and reporting obligations of Lekkerland AG and its Board of Management. The reports of the Board of Management of Lekkerland AG to the Supervisory Board of the company will generally be produced in text form. Documents required for purposes of decision-making, in particular the annual financial statements, the consolidated financial statements and the audit report are forwarded to the members of the Supervisory Board of the company in good time before the meeting.
  
  
• 3.5 Good governance is based on open discussion between the Board of Management of Lekkerland AG and the Supervisory Board of the company, as well as within the Board of Management of Lekkerland AG and in the Supervisory Board of the company. The maintenance of absolute trust is a matter of key importance for this purpose.
  All directors and officers must ensure that the employees involved by them observe the duty of confidentiality in the same way.
  
  
• 3.6 The Board of Management of Lekkerland AG and the Supervisory Board of the company observe the rules of proper corporate governance. If they culpably infringe the duty of care appropriate for a prudent and conscientious manager or member of the Supervisory Board, they will be liable to the company or its managing shareholder Lekkerland AG for 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 (directors’ and officers’ liability insurance) policy for the Board of Management of Lekkerland AG and the Supervisory Board of the company, a reasonable deductible excess must be agreed.
  
  
• 3.7 The granting of loans by the enterprise to members of the Board of Management of Lekkerland AG and to the members of the Supervisory Board of Lekkerland AG and the company, and to their relatives requires the consent of the Supervisory Board of the company.
  
  
• 3.8 The Board of Management and the Supervisory Board must report annually on the corporate governance of the enterprise in the Corporate Governance Report included in the Annual Report. This report is a component of the Declaration on Corporate Governance of the company. This report should include an explanation of any deviations from the recommendations of this code. Statements may 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.