The Company has a two-tier management and oversight structure, consisting of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat). The Supervisory Board elects the members of the Management Board for a maximum period of five years. However, the Supervisory Board may call for the resignation of Management Board members prematurely for material reasons (e.g., violation of duties and a vote of no confidence by the general meeting).
The Management Board is solely responsible for managing the Company and is not bound by instructions from the annual general shareholders’ meeting or from the Supervisory Board. Certain transactions specified by law require the prior approval of the Supervisory Board and the Articles of Association or the internal rules of procedure may require the approval of the Supervisory Board for certain actions of the Management Board.
The Management Board may present, or, in the case of transactions subject to approval, the Supervisory Board may present motions for approval to the general shareholders’ meeting, which is usually only taken in cases of fundamental corporate restructuring (e.g., disposal of major divisions of a company).