Committees of the Supervisory Boards

Rules of procedures of Supervisory Board (excerpt):

§ 4

(1) The Supervisory Board can form committees of its members. Their functions and any rules of procedure shall be determined by the Supervisory Board. The committees and powers can also be granted decision-making powers. The provisions applicable to the meetings of the Supervisory Board shall apply mutatis mutandis to the committees of the Supervisory Board. Resolutions in the committees may only be adopted unanimously.

(2) If a working committee has been formed, it shall consist of three or more members, and must include the Chairman of the Supervisory Board or his deputy.

(3) The members of the working committees shall be elected annually in the constitutive meeting of the Supervisory Board to be held following the ordinary General Assembly of Shareholders.

(4) Working committees shall meet as often as business requires.

(5) It shall be the responsibility of the working committees to create a suitable basis for monitoring the Executive Board’s conduct of business by means of permanent contacts with the Executive Board. The working committees shall be entitled to prepare the decisions in all transactions requiring the consent of the Supervisory Board pursuant to § 8 of these Rules of Procedure, unless such is reserved to the Supervisory Board as a whole.

Supervisory Board Committees

Audit Committee

The duties of the audit committee include:

  • Monitoring of the accounting procedures
  • Monitoring of the effectiveness of the internal control systems, the internal audit system and the risk management system
  • Monitoring of the audit of the annual accounts and the audit of the consolidated annual accounts
  • Assessment and monitoring of the independence of the (group) auditor
  • Assessment of the annual financial statement and preparation of its declaration, assessment of the proposal for distribution of profits, the management report and the corporate governance report, as well as reporting regarding the results of the assessments to the Supervisory Board
  • Assessment of the consolidated financial statement and the consolidated management report
  • Preparation of the Supervisory Board’s proposal for the choice of (group) auditor



(currently page under review)