Provisions mandate disclosure of conflicts, confidentiality, and independence for board members and management.

Corporate Governance_Team (3)

General Provisions

1. Conflict of Interests

The Board members and the CEO are obliged to inform the Chairperson, or in the case of the Chairperson, the full Board, and the Group Management members are obliged to inform the CEO who in turn notifies the Chairperson, immediately if any of the Group’s business activities or decisions affect or could affect their own interests or the interests of individual persons or legal persons which are related to them, or vice-versa (a „Conflict of Interest“). As a rule, the person concerned is entitled to present its view (a) on the matter in question and (b) on the measures that the Board considers implementing to deal with the Conflict of Interest. The Chairperson and, as the case may be, the Board takes measures to preserve the Group’s interests. Such measures may include information, abstention from discussion, abstention from voting, abstention from discussion and voting or a two-step voting procedure. If a member of the Board is required to abstain from voting in a matter, it shall not be counted in the quorum of the meeting in question.

2. Confidentiality

The Members of the Board and all persons engaged in the management of the HOLDING or the Group are bound to keep secret towards third parties all facts and information, such as, in particular, manufacturing or business secrets that come to their knowledge while in the HOLDING's or a Group company’s service. All documents and other tangible objects containing or representing confidential information shall be promptly returned to the HOLDING or the respective Group company upon leaving office or termination of the employment contract, respectively, at the latest.

3. Independence

Subject to the powers of the Shareholders’ Meeting, a majority of the Board and of the Committee members shall be independent. The Board shall perform an annual evaluation of the Board members’ independence. In order to be considered independent, a Board member shall be non-executive and shall not have any material relationship that interferes with their impartial judgment in carrying out their responsibilities within the HOLDING and the Group, other than their services as Board member. Whether or not a relationship is considered material depends in particular on the following factors: a) the volume and size of any transactions concluded in relation to the financial status of the relevant Board member or the organization with which the Board member has an affiliation; b) whether the transactions are structured in a way and on such terms and conditions that the transaction could be concluded with a third party on comparable terms and conditions; c) whether the transactions are not performed in the ordinary course of business. Notwithstanding the foregoing, an independence determination must always consider all relevant facts and circumstances. Material relationships can include, among others, commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships with members of the Board or the Group Management. The Board may define further criteria of institutional, financial or personal independence.

Final Provisions

These provisions have been approved by the Board on March 30, 2023 and shall become effective on March 30, 2023. They will be reviewed and, if deemed necessary, amended by the Board from time to time.

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