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Composition
The Supervisory Board comprises nine members. Six members are elected by the Annual General Meeting. Three members are nominated to the Supervisory Board as employee representatives by the Works Councils of the three German companies of SURTECO SE with the most employees.
Working methods
The Supervisory Board manages its affairs in accordance with the statutory legislation, the provisions of the Articles of Association, the rules of procedure and the recommendations of the German Corporate Governance Code, to the extent that there are no deviations from these recommendations. The Supervisory Board cooperates with the other corporate bodies of the company in an atmosphere of trust for the benefit of the company. It regularly reviews the efficiency of its activities.
Chairman
The Supervisory Board elects from its members a chairman and two deputies. If the chairman is indisposed, the deputies are appointed to represent the Chairman of the Supervisory Board in the sequence in which they were elected as deputies. If the chairman is indisposed, the deputies will consult and reach agreement on any measures. The Chairman of the Supervisory Board, and if he is indisposed his deputy, is responsible for making preparations for negotiations and resolutions of the Supervisory Board and for chairing the meetings.
Meetings
The Supervisory Board is convened once in each calendar quarter year or twice in each calendar half year. The meetings of the Supervisory Board are convened by the Chairman or, if he is indisposed, by his deputy. The meeting is convened with a period of notice of two weeks. The items on the agenda are provided for the members together with the notice convening the meeting.
Voting and minutes
Resolutions by the Supervisory Board, unless other mandatory provisions are defined in the statutory legislation or Articles of Association, require a simply majority of the votes cast. Abstentions are deemed to be uncast votes. If an equal number of votes results in a tied vote, the chairman’s vote will be the casting vote.
Minutes are to be prepared for every meeting of the Supervisory Board. The minutes must record the place and date of the meeting, the members present at the meeting, the items on the agenda, the main content of the discussions, and the resolutions passed by the Supervisory Board. The minutes must be signed by the Chairman of the Supervisory Board or by his deputy, if the latter has chaired the meeting, and a copy of the minutes must be sent to each Member of the Supervisory Board without delay.
Committees
The Supervisory Board establishes committees made up of appropriately qualified members – irrespective of the specific circumstances of the company and the number of members. Powers to take decisions can also be transferred to the committees of the Supervisory Board within the framework of the statutory regulations. The chairmen of committees report to the Supervisory Board on a regular basis about the work of the committees.
The Chairman of the Supervisory Board, and his two deputies are members of the Presiding Board, as well another member of the Supervisory Board elected by the members of the Supervisory Board. The Chairman of the Supervisory Board is also Chairman of the Presiding Board ex officio. The Presiding Board prepares the resolutions for the Supervisory Board, if measures and transactions require the agreement of the Supervisory Board.
The Audit Committee addresses issues relating in particular to accounting and risk management, the mandatory independence of the auditor, the appointment of the auditor to carry out the audit, the determination of the focuses of the audit and the agreement of the fee.
The Personnel Committee passes resolutions instead of the Supervisory Board relating to all issues that in the broadest sense relate to the employment relationships of the Members of the Board of Management, provided that the passing of resolutions is not reserved for the entire Supervisory Board in accordance with the Articles of Association and/or mandatory statutory regulations.
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