DOCSLIB.ORG

WHAT IS the RIGHT ROLE for YOUR SUPERVISORY BOARD? by Ulrich Pidun, Alexander Roos, and Sebastian Stange

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
WHAT IS the RIGHT ROLE for YOUR SUPERVISORY BOARD? by Ulrich Pidun, Alexander Roos, and Sebastian Stange WHAT IS THE RIGHT ROLE FOR YOUR SUPERVISORY BOARD? By Ulrich Pidun, Alexander Roos, and Sebastian Stange he demands on supervisory boards their work in a number of very differ- Tare increasing.1 The COVID-19 ent ways. There is no single recipe for pandemic is just another item on the list success. of complex challenges that companies are facing, such as digital transformation, So, what role should the supervisory board climate change, protectionism, and play? Which board activities create the activist investors. Therefore, many most value? Which areas should the super- supervisory boards want to go beyond visory board prioritize? Where does it get monitoring—they want to actively shape more deeply involved and where does it change and adapt their role to the new give management plenty of rope? How circumstances. exactly should the board’s work be struc- tured? And which factors affect these At the same time, supervisory boards con- decisions? front a growing number of legal require- ments and best practices. It is more and To answer these questions, we statistically more difficult to meet these within the analyzed data from our survey of 120 time available. Supervisory boards there- German and Austrian supervisory boards. fore need to rethink their role in order to In practice, supervisory boards in two- focus on the right and most important tiered governance systems can choose tasks. from four roles, which differ greatly in their focus of activity: HR centric, strategic, Unfortunately, stock corporation law monitoring, and supporting. Each of the and Corporate Governance Codices offer four can be successful, but the role needs only minimum standards and thus pro- to be appropriate for the company’s indi- vide little guidance. Our discussions with vidual situation, and the supervisory successful supervisory board members board’s work needs to be tailored specifi- show that these boards can structure cally to the role. The Activities of the Supervisory involvement in strategic direction, 28% on Board Are Shifting advising in key business decisions, and Supervisory board work comprises 12 25% on monitoring strategy. They also activities in the areas of monitoring, want to put more focus on appointing the shaping, and advising. (See Exhibit 1.) executive board (26%) and monitoring Almost all supervisory boards that we risk (27%). surveyed focus their efforts—beyond the legal requirements—on monitoring. More than 90% concentrate strongly on Supervisory Boards Can Take monitoring strategy and risk as well as on Four Different Roles assessing progress toward financial targets. In addition to these general observations Given that this ex post monitoring is not and trends, our survey showed clear sufficient, supervisory boards also play a and systematic differences between strong role in shaping a company’s supervisory boards. This became apparent strategic direction and are particularly in our discussions with successful involved in transactions that require supervisory board chairs, who are all approval. convinced that their own unique way of leading the board is optimal. Using a In times of great change, as we are now cluster analysis of our extensive survey experiencing, it is not surprising that data (see “Methodology” at the end of the strategic tasks are becoming increasingly article for details), we identified four board important. Of the boards in our survey, roles: HR centric, strategic, monitoring, and 35% want to place greater emphasis on supporting. Exhibit 1 | The 12 Activities of German Supervisory Boards Actiities escrition Strategic monitoring • onitoring aret deeloents and coetitie osition • racing the success o strategic initiaties inancial monitoring • Defining the audit process and approving financial accounts • Tracking investments and financial measures Risk monitoring • onitoring the ris anageent syste • iscussing aor riss and necessary easures onitoring Evaluation o the executie board • Assessing target achieeent, coetency, and integrity • Defining management compensation Aointments to the executie board • eciding on the aointent or disissal o executie board ebers • Planning succession, rooting young talent Target setting or the executie board • Agreeing on targets ith the executie board • Defining the incentive and compensation system • Particiating in decisions on tie raes, assutions, and success etrics Shaing nolement in strategic direction • Aroing the overall strategy ecisions on transactions reuiring aroval • Defining the approval requirements • Aroing the budget, inestents, A, caital easures, and diidends Adice on ke business decisions • iscussing alternaties • Contributing experience and knowledge, questioning assumptions Proision o releant exertise • Providing specific content expertise • Suorting the ileentation o articularly releant issues Coaching o the executie board • Prooting the ersonal deeloent o executie board ebers Adising • Acting as ersonal sarring artners and adisors Offering support with their professional network • Reerring releant contacts • iscussing select toics ith third arties Sources: Discussions with German supervisory board members; BCG analysis. Boston Consulting Group | What Is the Right Role for Your Supervisory Board? 2 The four roles differ significantly in their To discuss HR topics, the employers’ side areas of focus. (See Exhibit 2.) Of all of HR-centric supervisory boards prealigns supervisory board members surveyed, 2.5 times more often than average before about a quarter have an HR-centric the full meeting. Naturally, HR-centric emphasis, a third play a strategic role, 40% boards also attach great importance to focus on monitoring activities, and one in good HR information. Supervisory board ten are assigned to a supporting role. As chairs tend to view themselves as the su- shown in the following descriptions, pervisor of management. This is reflected supervisory boards make design choices in in the setup of the board: the focus is on terms of structure, instruments, as well as formal, legally required activities, while working methods and culture, that are their industry expertise is below average. consistent with their role. (See Exhibit 3; an overview of the different design Strategic Supervisory Boards. A major dimensions can be found in Challenges of focus of these boards is to help shape the Supervisory Boards.) direction of the company by being actively involved in entrepreneurial decisions. HR-Centric Supervisory Boards. These These boards prioritize such strategic supervisory boards consider their core activities 8% more than the average. tasks to be appointing the executive “Strategy discussions should not be under- board members, setting their targets, and stood as control but as advisory,” explains evaluating them accordingly. HR-centric a supervisory board chair. Nevertheless, boards are 15% more involved in these these boards are also very active in strate- areas than the average. As the supervisory gic monitoring. They are more reticent board chair of a German blue-chip compa- about personnel activities, however. ny tells us: “The most important value lever of the supervisory board is choosing Successful strategic supervisory boards the management team. Supervisory boards have 6% higher competence scores and that have to get deeply involved in the 10% better information on strategically business have obviously done something relevant topics than the average. In order wrong.” to give the necessary attention to these Exhibit 2 | The Four Roles Focus on Different Activities R centric Strategic onitoring Suorting Actiities o the suerisory board Focus relative to average ppointments to the eecutive board +17% –7% Target setting for the eecutive board +12% Evaluation of the eecutive board +13% –12% nvolvement in strategic direction +8% –6% Strategic monitoring +9% –6% Advice on ey business decisions –8% +12% –7% +9% Decisions on transactions reuiring approval +7% inancial monitoring –10% +7% Ris monitoring +6% rovision of relevant epertise –8% +24% Offering support with their professional network –7% +22% Coaching of the eecutive board +25% Monitoring Shaping Advising Source: BCG Supervisory Board Study. Boston Consulting Group | What Is the Right Role for Your Supervisory Board? 3 Exhibit 3 | The Roles Involve Very Different Design Choices R TR STRATGIC +15% +10% +30% +22% +1 +25% More information More regular More operational More restrictions More More special topics on HR topics reports topics on the agenda of board membership committees on the agenda Design choices relative to the average TR SUPPRT +50% +22% +15% +10% +31% +18% More meetings without More ris and More use of Higher More discussions Open trusting the eecutive board compliance topics eternal information competencies to reach decisions and constructive ways of woring Source: BCG Supervisory Board Study. complex issues, this type of supervisory emphasizes the supervisory board chair of board relies more heavily on committees, a large, global conglomerate. by having on average one additional sub- committee and ensuring that all members The chair of the supervisory board is actively participate in them. Special topics accordingly perceived as a controller of are frequently on the agenda. The chair of management. Successful boards with a the supervisory board is perceived primar- monitoring focus meet about 50% more ily as a sparring partner for management often without the participation of manage- and ensures constructive cooperation be- ment and rely more on external, indepen- tween the supervisory
Load more

Recommended publications
  • Volkswagen Supervisory Board Agrees on Management Positions and Reorganisation of Group Board – Stronger Focus on Costs Planned
    Media information NO. 300/2020 Volkswagen Supervisory Board agrees on management positions and reorganisation of Group Board – stronger focus on costs planned • Supervisory Board: “Herbert Diess and his new Board of Management team have full support for implementation of Together 2025+ strategy” • Dr. Arno Antlitz will succeed Chief Financial Officer Frank Witter • Murat Aksel will take over Group Purchasing Division • Newly created Group Board of Management function “Technology” will be headed by Thomas Schmall • Wolfsburg will become showcase site for the highly automated production of electric vehicles Wolfsburg, December 14, 2020 – During its meeting today, the Supervisory Board of Volkswagen AG dealt extensively with the Together 2025+ strategy and, in connection with this, a realignment of personnel. The Board unanimously resolved to give its full support to the strategy, in particular the orientation of the company towards electromobility and digitalisation. This results in the following realignment of personnel resolved by the Supervisory Board: - Dr. Arno Antlitz, currently member of the Board of Management of AUDI AG responsible for Finance and Legal Affairs, will succeed Frank Witter as Group CFO, with the latter’s contract, as is known, expiring at his own request at the end of June 2021. Dr. Antlitz’s primary focus will be on further efficiency increases. - As part of the redesigning of the Group Board of Management, the areas of responsibility Procurement and Components will be separated from each other. A new Group Board of Management function, “Technology”, will be set up. It will be led from 1 January 2021 on by Thomas Schmall, currently Chief Executive Officer of Volkswagen Group Components.
    [Show full text]
  • Rules of Procedure of the Supervisory Board of Symrise AG The
    Rules of Procedure of the Supervisory Board of Symrise AG The Supervisory Board of Symrise AG hereby enacts the following rules of procedure: § 1 Duties of the Supervisory Board (1) The Supervisory Board shall advise and supervise the Board of Management in its management of the Company. It shall work closely with the Executive Board for the benefit of the Company. (2) The Supervisory Board shall discharge its duties in compliance with statutory law, the articles of association, and these rules of procedure. It shall comply with the recommendations of the German Corporate Governance Codex, unless the compliance statement of the Executive Board and the Supervisory Board pursuant to sec. 161 of the Stock Corporation Act provides otherwise. (3) The Supervisory Board shall debate and decide on matters relating to the Executive Board if proposed by the Personnel Committee (sec. 9), and on the scheme of compensation of the members of the Executive Board and shall review such scheme regularly. § 2 Membership on the Supervisory Board (1) The Supervisory Board shall have twelve members. Six members shall be elected by the General Meeting and six members shall be elected by the employees of the company pursuant to the Co-Determination Act. (2) Each member of the Supervisory Board must have the knowledge, the skills, and the professional experience required to properly discharge his duties taking into account the internationality of the business. Members of the Supervisory Board shall themselves be responsible for arranging the training and continuing education required for the discharge of their duties. The Supervisory Board must include a sufficient number of independent members to guarantee independent advice and supervision of the Executive Board.
    [Show full text]
  • List of the Mandates and Functions Held by Members of the Management Board
    LIST OF THE MANDATES AND FUNCTIONS HELD BY MEMBERS OF THE MANAGEMENT BOARD Member of the Mandate and Management functions held Other mandates and functions held Board within the Company Troy Cooper Chief Executive Operations Director Officer XPO LOGISTICS Administrator XPO CARTAGE, INC. XPO DISTRIBUTION SERVICES, INC. Patrick Member of the Chairman Bataillard Managment Board ND RED EUROPE TDG LOGISTICS Financial Director OMEGA XXIII OMEGA XXIV OMEGA XXV Deputy Managing Director NDT Managing Director ND RED EUROPE NDL INTERNATIONAL NDO HOLDING USA INC. NORBERT DENTRESSANGLE OVERSEAS NDO TDG LOGISTICS Director AJG INTERNATIONAL TRANSPORT LIMITED CHRISTIAN SALVESEN INVESTMENTS LIMITED HARRIS DISTRIBUTION LIMITED IWT WORLDWIDE LOGISTICS LIMITED LAMBDA 2 LIMITED NORBERT DENTRESSANGLE LOGISTICS UK LIMITED NORBERT DENTRESSANGLE HOLDINGS LIMITED NORBERT DENTRESSANGLE LOGISTICS IRELAND LIMITED NORBERT DENTRESSANGLE LOGISTICS LIMITED NORBERT DENTRESSANGLE MAINTENANCE UK LIMITED NORBERT DENTRESSANGLE OVERSEAS HK LIMITED NORBERT DENTRESSANGLE OVERSEAS IRELAND LIMITED NORBERT DENTRESSANGLE OVERSEAS UK LIMITED 1 141 217.1 NORBERT DENTRESSANGLE TANKERS LIMITED NORBERT DENTRESSANGLE TRANSPORT IRELAND LIMITED NORBERT DENTRESSANGLE TRANSPORT SERVICES LIMITED SALVESEN LOGISTICS HOLDINGS LIMITED SALVESEN LOGISTICS LIMITED SHEDDICK TRANSPORT LIMITED T.D. HOLDINGS B.V. TCG EAST & SOUTH B.V. TDG (UK) LIMITED TDG AVONMOUTH LIMITED TDG LIMITED THE NATURAL VEGETABLE COMPANY LIMITED NDL HOLDING USA INC JACOBSON LOGISTICS COMPANY INC. JACOBSON PACKAGING COMPANY LC JACOBSON STAFFING COMPANY LC JACOBSON TRANSPORTATION COMPANY INC. JACOBSON WAREHOUSE COMPANY INC. JHCI ACQUISITION INC. JHCI HOLDINGS INC. Manager GREEN LOGISTICS LIMITED IMMOTRANS NORBERT DENTRESSANGLE OVERSEAS SPAIN SL NORBERT DENTRESSANGLE TRANSPORT UK LIMITED OMEGA XX OMEGA XXI OMEGA XXII TEXLOG TRANSIMMO PICARDIE Director FIEGE BORRUSO S.P.A. FIEGE LOGISTICS ITALIA S.P.A.
    [Show full text]
  • International Practices in Co-Operative Governance
    International practices in co-operative governance Nicholas Gazzard President of CHI Executive Director – Co-operative Housing Federation of Canada Julie LaPalme Program Director - CHI Objectives • Look at essential, universal elements of strong ethical governance • Describe different models for co-operative housing governance • Examine strengths and weaknesses and discuss how these different models contribute to – or detract from – good, efficient co-op governance and ethical best practices Universal Duties of Directors There are two fundamental sets of duties that apply to all corporate directors, regardless of the form of incorporation (for-profit, non-profit, charity, co-op): Fiduciary Duties If they are met this will satisfy “the Business Judgement Rule” Duty of Care Duty of Loyalty Universal Duties of Directors Duty of care Directors exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Universal Duties of Directors Duty of care 1. Act in good faith 2. Exercise prudence 3. Apply best judgements Universal Duties of Directors Duty of loyalty Directors act honestly and in good faith with a view to the best interests of the corporation in exercising their powers and discharging their duties. Universal Duties of Directors Duty of loyalty 1. Disclose conflicts 2. Don’t compete with the co-operative 3. Don’t breach confidentiality Co-operative Identity, Values & Principles A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly- owned and democratically- controlled enterprise. Co-operative Identity, Values & Principles • Self-help • Self-responsibility • Democracy • Equality • Equity • Solidarity Co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.
    [Show full text]
  • All on Board? Supervisory Boards in Transition
    All on board? Supervisory boards in transition A study on supervisory boards regarding Digital Transformation Master thesis Business Administration 2019-2020 Organizational Design and Development Radboud School of Management Name: C.F.J. (Chris) Garstenveld Student number: s1022331 Supervisor: dr. A. Verhoeff (Arjen) Examiner: dr. S. Schembera (Stefan) June 15th, 2020 II Preface Dear reader, In front of you, I present my thesis: ‘How are supervisory boards informed about the digital transformation, and from what perspective do supervisory boards’ evaluate on this development?’ After graduating in Business Administration at the University of Applied Sciences in 2018, I decided, instead of finding a fitting job, to aim for the academic adventure. By choosing to further educate myself by obtaining academic knowledge, I consider to be of greater value for organizations and society, having better opportunities in finding an appropriate job, and above all to develop myself on a personal level. Now, almost two years later, I do not regret the choice made. The last two years, and especially the last six months (January 2020 – June 2020) of conducting the master thesis, have been eye-opening, intensive, and above all, very worthwhile. Having had the opportunity to write a master thesis in times of COVID-19 was challenging, but due to the ingenuity of all individuals involved, I was able to fulfil my objective. I would like to express my gratitude to all people who were involved in the accomplishment of my master thesis. Thank you, Dr. A. (Arjen) Verhoeff, for the pleasant guiding, expertise on the topic, and excellent support regarding the process.
    [Show full text]
  • Report of the Supervisory Board
    BMW Group To Our Stakeholders 13 Report 2020 Report of the Supervisory Board REPORT OF THE SUPERVISORY BOARD The excellent collective performance of the BMW Group gives the SUPERVISORY BOARD confidence as we go into 2021. Norbert Reithofer Chairman of the Supervisory Board BMW Group To Our Stakeholders 14 Report 2020 Report of the Supervisory Board DEAR SHAREHOLDERS, We look back on 2020 as an exceptionally challenging year, dominated as it was by the impact of the coronavirus pandemic. The year unfolded very differently from the way we had anticipated at the end of 2019. Nevertheless, despite the challenging conditions, the BMW Group remained focused on its targets and pressed ahead with its future-ori- ented projects. Thanks to resolute crisis management and rigorous digital teamwork at all levels, the BMW Group achieved a respectable result for the year, with deliveries to customers in the fourth quarter at their highest level to date. This excellent collective performance gives us confidence as we go into 2021. Sustainable, digitalised mobility, combined with an outstanding overall customer experience, are the key supporting pillars of the BMW Group’s corporate strategy. As a pioneer of new technologies and champion of sustainability in economic, social and ecological terms, the BMW Group will continue on its transformational journey to becoming a tech company, thereby strengthening its position in the premium segment in the process. Focus of Supervisory Board activities during the past financial year The Supervisory Board performed the duties incumbent upon it with the utmost diligence in 2020, rigorously monitoring the management of the BMW Group in a The SUPERVISORY BOARD conscientious manner.
    [Show full text]
  • Supervisory Board Rules Curevac N.V
    1 SUPERVISORY BOARD RULES CUREVAC N.V. INTRODUCTION Article 1 1.1 These rules govern the organisation, decision-making and other internal matters of the Supervisory Board. In performing their duties, the Supervisory Directors shall comply with these rules. 1.2 These rules shall be posted on the Website. DEFINITIONS AND INTERPRETATION Article 2 2.1 In these rules the following definitions shall apply: 20% Shareholder Nominee Any Supervisory Director who has been appointed pursuant to a binding nomination made by a Nomination Concert. Affiliate An Affiliate (Aangeslotene) as defined in the Articles of Association. Article An article of these rules. Articles of Association The Company's articles of association. Audit Committee The Company's audit committee. CEO The Company's chief executive officer. Chairman The chairman of the Supervisory Board. Change of Control A Change of Control (Wijziging van Zeggenschap) as defined in the Articles of Association. Committee The Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee (excluding, for the avoidance of doubt, the Special Committee). Committee Charter The charter of the relevant Committee. Company CureVac N.V. Company Secretary The Company's company secretary. Compensation Committee The Company's compensation committee. 82043829 M 28765738 / 37 2 Conflict of Interests A direct or indirect personal interest which conflicts with the interests of the Company and of the business connected with it. CureVac AG CureVac AG, registered with the Commercial Register of the Local Court in Stuttgart under HRB 754041, or its legal successors. dievini dievini Hopp BioTech holding GmbH & Co. KG, registered with the Commercial Register of the Local Court in Mannheim under HRA 700792, or its legal successors or permitted assigns under the SHA.
    [Show full text]
  • Report of the Supervisory Board to the Annual General Meeting
    12 INFINEON TECHNOLOGIES ANNUAL REPORT 2014 MANAGEMENT BOARD AND SUPERVISORY BOARD REPORT OF THE SUPERVISORY BOARD TO THE ANNUAL GENERAL MEETING The 2014 fiscal year was once again a highly successful one for Infineon. Under the three banners of energy efficiency, mobility and security, Infineon’s focus of activities remains very much on the key trends shaping the future. With unwavering innovative strength, Infineon is serving these trends and remains firmly on track for sustainable growth. This strategy benefits not only Infineon’s customers and employees, but also you as its shareholders. Indeed, Infineon’s inclusion in the Dow Jones Sustainability Index for the fifth year in succession demonstrates that economic success and growth on the one hand and sustainability on the other are eminently compatible aims – a further trend which Infineon is not only following, but also playing a decisive role in shaping. During the year under report, the Supervisory Board again performed all of the duties incumbent upon it, in a highly conscientious manner and in accordance with the law, the Company’s statutes, and its own terms of reference. It assisted the Management Board in an advisory capacity, continually monitoring its governance of the enterprise. At the ordinary meetings of the Supervisory Board and its committees, the Management Board reported in depth on Infineon’s financial condition and business performance. The Management Board discussed strategies and any major specific measures with the Supervisory Board. Legal transactions requiring approval were submitted to the Supervisory Board, the most important of these, of course, being the acquisition of International Rectifier.
    [Show full text]
  • Supervisory Board Members Appointment Brief March 2021
    Supervisory Board Members Appointment Brief March 2021 APPOINTMENT BRIEF | MARCH 2021 1 WELCOME Dear Candidate, Thank you for considering the role of to the CARE International Supervisory Board Member. CARE International is a global Confederation of organizations, currently comprised by 14 Members, 6 Candidates and 1 Affiliate, with a common vision and mission to save lives, defeat poverty and achieve social justice. CARE’s expertise lies in our holistic and inclusive approach to tackling poverty and injustice. We are a global connector from communities living in poverty to those holding power. We support the voice and efforts of those most vulnerable and leverage our organizational diversity and learning to tackle inequalities and bring about lasting impact. Recently, we developed a new CARE’s Vision 2030 for the decade ahead, which presents our main ambitions for the impact we would like to see, the organizational identity we need to embrace, and the resource considerations required to accomplish this Vision. Critical to achieve our mission is the CARE International Supervisory Board, responsible for strategic, operational, legal and financial oversight of the joint work of our Members, Candidates and Affiliates. The Supervisory Board also oversees the work of the CARE International Secretariat and Secretary General, who coordinate and support Confederation-wide efforts to achieve common impact goals and shared global priorities. We are currently looking for two members to join our Supervisory Board. Candidates for these positions cannot hold roles within the CARE Membership, as they must demonstrate impartiality and are expected to act in the best interest of whole Confederation and program participants around the world.
    [Show full text]
  • The German Supervisory Board
    The German Supervisory Board: A Practical Introduction for US Public Company Directors The German Supervisory Board: | A Practical Introduction for US Public Company Directors The German Supervisory Board: | A Practical Introduction for US Public Company Directors Contents Foreword Foreword 03 As the world’s economy globalizes, there is often an expectation that business practices will Executive Summary 04 harmonize along with it. This is an expectation The German Supervisory Board: Characteristics and Context 05 that we will see a kind of convergence of corporate The German Supervisory Board in Action: Regular Order, M&A, Crisis 14 governance forms and practices, where boards the world over resemble each other, perhaps Conclusion 15 with a large majority of independent directors, an Endnotes 17 audit committee, a separate chair and CEO, and so on. A lot of this reflects a certain familiarity Claus Buhleier with the Anglo-Saxon board model among Partner, Center for Corporate institutional investors in London and New York. Governance Deloitte Germany [email protected] The reality, however, is quite different. Despite real advances in globalization in other areas, differences in what boards look like and how they work in practice persist across countries. This publication brings to light the differences between the predominant Anglo Saxon, one-tier corporate governance model on the one hand, and the still influential Germanic two-tier-model on the other. The authors, Yvonne Schlaeppi and Michael Marquardt, both experienced corporate directors Kai Bruehl who have served on European company boards, Director, Risk Advisory Deloitte highlight the main characteristics of the German Germany [email protected] supervisory board model and how it demands accountability from its members, despite looking rather different than the combined board model.
    [Show full text]
  • 1 Corporate Governance Structure at Royal BAM Group the Supervisory
    Corporate governance structure at Royal BAM Group The Supervisory Board and the Executive Board are responsible for the company’s corporate governance structure and for compliance with that structure. They are accountable for this to the Annual General Meeting and should provide sound reasons for any non-application of the principles and best practice provisions of the Dutch corporate governance code (hereafter: ‘the Code’). Each substantial change in the corporate governance structure of the company and in the compliance of the company with this code will be submitted to the general meeting for discussion. Executive Board Apart from looking after the day-to-day management of the company, the Executive Board is guided by long term value creation. It is responsible for formulating and achieving corporate objectives, for corporate strategy with its associated risk profile and for corporate social responsibility. The Executive Board accounts for its activities to the Supervisory Board and to the Annual General Meeting. In performing its duties, the Executive Board is guided by the interests of the company and the related enterprise, weighing the justifiable interests of the various stakeholders against each other. The company’s Executive Board shall consist of at least two members. The members of the Executive Board jointly manage the company and are jointly and severally liable for that management. Subject to the approval of the Supervisory Board, the members of the Executive Board each have their personal responsibilities. The Chairman (CEO) presides the Executive Board and is responsible for BAM International and the PPP activities as well as the majority of the corporate functions.
    [Show full text]
  • 4.5 Report of the Chairman of the Supervisory
    CORPORATE GOVERNANCE 4 REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE MEMBERSHIP OF THE SUPERVISORY BOARD, THE APPLICATION OF THE PRINCIPLE OF GENDER EQUALITY, THE SUPERVISORY BOARD’S PRACTICES AND THE COMPANY’S INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES 4.5 REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE MEMBERSHIP OF THE SUPERVISORY BOARD, THE APPLICATION OF THE PRINCIPLE OF GENDER EQUALITY, THE SUPERVISORY BOARD’S PRACTICES AND THE COMPANY’S INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES To the shareholders, In my capacity as Chairman of the Supervisory Board, I hereby report to you on (i) the membership structure of the Board and the application of the principle of gender equality, (ii) the Supervisory Board’s practices during the year ended December 31, 2013 and (iii) the internal control and risk management procedures put in place by the Company. 4.5.1 MEMBERSHIP STRUCTURE OF THE SUPERVISORY BOARD, APPLICATION OF THE PRINCIPLE OF GENDER EQUALITY AND SUPERVISORY BOARD PRACTICES 4.5.1 a) Members – Board gender equality 4.5.1 b) Recent corporate governance In accordance with the applicable law and the Company’s bylaws, developments the Supervisory Board may have no less than 3 and no more than In conjunction with the Non-Managing General Partner (SAGES), 10 members, elected by the Annual Shareholders Meeting for a term Michelin’s Supervisory Board and Management have introduced a (1) of 4 years . All Supervisory Board members must be shareholders. continuous improvement process for the Group’s corporate governance According to the bylaws, no more than one-third of Supervisory practices, with a view to ensuring that these evolve in line with the Board members may be aged over 75.
    [Show full text]