tax authorities). In compliance with the German Codetermination Act (MitbestG). Infineon Technolgies on its takeover of US listed Cypress Semiconductors (2019/20). Based on the implemented Shareholder Rights Directive II (SRD II), the supervisory board of a listed company had to adopt a transparent and comprehensive remuneration policy (. This is only possible in cases of the legal institute of “immorality” (Sittenwidrigkeit). MAHLE GmbHPragstraße 26-46D-70376 Stuttgart, Prohibition and declaration of substances, Automotive Sales and Application Engineering, Industrial Thermal Management profit center, Corporate Executive Vice President Human Resources, Engine Systems and Components business unit, Large and Small Engine Components profit center, Motorsports, and Special Applications profit center, Environmental Management/Safety at Work for the group, Filtration and Engine Peripherals business unit, Electronics and Mechatronics business unit. If a conflict occurs, board members must disclose it to the other board members. The general rule is that in case of more than one managing director, the managing directors represent the company jointly. Born in Tübingen, Dr. Ulla Kopp graduated from Karlsruhe Technical University with a degree in industrial engineering and subsequently completed her doctorate in the field of economics at the University of St. Gallen. A Q&A guide to corporate governance law in Germany. It is the duty of the management board to take all necessary measures, including setting up a monitoring system, to ensure that any developments that could threaten the existence of the company, can be identified as early as possible. In August 2022, he was additionally appointed CEO of DB International Operations GmbH (DB IO), which focuses on rail operations and maintenance in non-European countries. Removal requires good cause (in particular, gross breach of duty, inability to manage the company properly, or withdrawal of confidence by the shareholders' meeting, unless such withdrawal of confidence was made for obviously arbitrary reasons). When a specific issue is delegated to a committee, the non-committee members of the supervisory board are responsible for supervising the committee members. They can have a supervisory board or an advisory board, resulting in a two-tier structure. Niko Warbanoff | CEODr. The report must also contain aspects relating to ecological sustainability as well as ethical and social responsibility. Untrue or material misleading information in securities prospectuses. Early Education Division. Directors can potentially be liable for the following criminal offences: Misstating the economic situation of the company. Andrea Bertallot was born in Berlin. STEAG GmbH was the central management company of the STEAG Group until the end of 2022. Company. Extraordinary shareholders' meeting, if this is necessary in the interest of the company, in particular if the annual (or any interim) balance sheet shows that one half or more of the share capital has been lost. The managing director must prevent a financial crisis of the company by setting up an early warning system, by taking appropriate countermeasures and reporting to the supervisory bodies. The appointment of a new managing director must be filed with the commercial register of the company. He is already a Member of the Management Board of Boerse Stuttgart GmbH since 1 October 2017. Members of the management board and supervisory board can (and regularly do) obtain directors' and officers' liability (D&O) insurance. Although it is not legally binding, it still is influential. More than half of the shareholders' representatives must be independent of the company and the management board. Companies with a two-tier board structure AG and, depending on the chosen structure, an SE must have a supervisory board (. No more than two former members of the management board can be members of the supervisory board. The DCGK applies to (AGs, SEs and KGaAs only. The Management Board is composed of two members: The supervisory board can adopt rules of procedure for the management board, but only if it does not exercise this right itself. Based on 24 documents. . A person who is not formally appointed as a management board member can only be liable as a management board member if they both: Act as a management board member with the knowledge of the supervisory board. Management board members are subject to comprehensive non-compete clauses throughout the duration of their appointment. Gesetz {n} zur Angemessenheit der Vorstandsvergütung <VorstAG>. Meetings of the management board (and supervisory board) must be convened and chaired by the respective chairperson. The tasks and duties of the management board of an AG, SE or KGaA are usually allocated to several functional or operational departments for which individual members of the management board are responsible. In addition, an AG can only waive or settle any liability claims against a member of the supervisory board or management board if all the following apply: Generally, at least three years must have passed since the claim has arisen. Contact Us. The scope and application of the business judgement rule have been refined by numerous court decisions. Always informed, always up to date: Here we present current topics and projects from STEAG and STEAG Power. Rocket Internet on its self-tender offer and delisting (2020). However, the supervisory board is entitled and, according to case law, obliged to assert liability claims against the management board if the company suffered damage owing to a breach of tasks and duties by the management board. A director's liability towards the company is generally unrestricted and unlimited. Keep a step ahead of your key competitors and benchmark against them. How can directors be protected from liability? In principle, all managing directors are jointly responsible for the management of the company. What type of company is typically used in group structures? First Name *. However, this does not limit an individual board member's responsibility as they remain responsible and accountable for the management of the entire business of the company. Breach of these duties can lead to civil and criminal liability of the management board members. The supervisory board must ensure that the remuneration is reasonable, in relation to the duties and performance of the individual member of the management board and the situation of the company and that it does not exceed the usual compensation without a specific reason. There is no objection by minority shareholders that jointly hold a minimum of 10% of the registered share capital. Decisions within each department are made by the responsible member of the management board unless a material decision requires a resolution of the entire board. Transactions affecting the legal structure of the company, for example mergers or spin-offs. A German GmbH or personnel company (Personengesellschaft) can also have a board, even if it does not correspond to a management board of US provenance. However, the members of a management board cannot also be members of the supervisory board. provides rules on the composition of the supervisory board and some of its duties; requires the appointment of a special director for work affairs (. In contrast, certain fundamental duties (such as filing for insolvency if the GmbH becomes insolvent) cannot be delegated at all. The board members can get insurance coverage for that deductible on their own cost. A leader in designing and building highly-innovative production and automation systems for 95 years. The rules also provide for an annual advisory vote at the shareholders' meeting regarding the remuneration report. However, there are no formal requirements or guidelines specifying the form or substance of an internal risk management system. The two boards meet regularly to discuss business development, planning, strategy and risk mitigation. But this is an unfortunate translation. In addition, in supervising the management board of an AG or SE, the supervisory board has to follow this principle. Niko Warbanoff. Such place of effective management is the place where the material decisions with respect to the company’s day to day business are actually taken. Joined RIB: 2021. In addition, management board members cannot become a member of the company's supervisory board within two years after their appointment ends, unless they were elected on the proposal of shareholders holding more than 25% of the company's voting rights. In the remuneration report, the management board and the supervisory board must also explain how the last vote of the shareholders' meeting on the remuneration report has been considered. Both positive and negative developments should be considered when determining variable remuneration components. Representative of the Mining, Chemicals and Energy Industrial Labor Union (IG BCE). To what extent can the board delegate responsibilities to management, a board committee or board members, or other persons? The supervisory board of an AG, an SE and a KGaA must have at least three members. However, since 2020 there is a trend to appoint supervisory board members for only three or four years. An industrial engineering graduate and partner in the management consultancy Schmitz & Partner, he has been working successfully as CEO or CRO in the restructuring of industrial companies for more than two decades. Born 1966 Ralf Schiele has been a member of the Management Board of STEAG GmbH since October 2020 and a member of the Management Board of STEAG Power GmbH since December 1, 2022 and of Iqony GmbH since January 2023. If a candidate is elected or appointed as a member of the supervisory board and the rule of 30%-quota is breached, the election or appointment will be void. In addition, the annual auditor must be independent of the company. In April, we completed a 23,000 square foot. However, the responsibility to decide upon this topic remains in any instance with the supervisory board. In particular, the managing director is obliged: See What are the key duties of directors? STEAG Power operates hard-coal-fired power plants at six locations in Germany. The application must be filed without undue delay, but no later than three weeks (in the case of illiquidity) or after six weeks (in the case of over-indebtedness) after the event of insolvency. Shareholder activism in Germany has steadily increased in recent years. fin. The DCGK recommends that the supervisory board should, when appointing the management board and when determining concrete objectives for its own composition, consider the principle of diversity, which also includes internationality.
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