The Supervisory Board (SB) shall be responsible for supervising the company's management and the company's general affairs and the business connected with it, and for advising the Executive Board (EB).
In discharging its duties, the SB shall be guided by the interests of the company and its business; it shall take into account the relevant interests of all those involved in the company (including the company's shareholders). In doing so, the SB strives to create shareholder value over the longer term. The SB is responsible for the quality of its own performance.
The responsibilities of the SB shall include:
- supervising, monitoring (in advance or otherwise) and advising the EB on (i) the achievement of the company's objectives, (ii) the company's strategy and risks inherent to its business activities, (iii) the structure and management of the internal risk management and control systems, (iv) the financial reporting process, (v) the application of information and communication technology (ICT) and (vi) compliance with legislation and rules;
- disclosing, complying with and enforcing the company’s corporate governance structure; ;
- approving the annual accounts and approving the company's annual budgets and major capital expenditures;
- selecting and nominating the company's external auditor;
- selecting and nominating members of the EB, proposing the remuneration policy for members of the EB, for adoption by the General Meeting of Shareholders of the company (the "General Meeting"), fixing the remuneration (in accordance with the said remuneration policy) and contractual terms and conditions of employment of members of the EB;
- selecting and nominating the members of the SB and proposing the remuneration of its members to be adopted by the General Meeting;
- evaluating and assessing the functioning of the EB and the SB as well as their individual members (including the evaluation of the SB's profile and the introduction, education and training program (see articles 3.1 and 8 of Rules for the Supervisory Board);
- handling and deciding on reported potential conflicts of interests within the meaning of article 11 between the company on the one side and members of the EB, the external auditor and the major shareholder(s) on the other side;
- handling and deciding on reported alleged irregularities that relate to the functioning of the EB within the meaning of article 12 of the Rules for the Supervisory Board.
The SB shall prepare and publish a report on the functioning and activities of the SB and its core committees during the preceding financial year. The report shall at least include the information referred to in articles 3.4, 3.6, 5.3, 10.4, 17.1 and 17.2 of the Rules for the Supervisory Board. You can find this rule on our rules page.