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Allgeier SE (hereinafter referred to as the “Company”), together with its subsidiaries pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG) (hereinafter referred to as the “Allgeier Group”), has a dual management and supervisory system consisting of a management body (hereinafter referred to as the “Management Board”) and a supervisory body (hereinafter referred to as the “Supervisory Board”).
Pursuant to Section 14.1 of the Company’s bylaws (hereinafter referred to as the “bylaws”), the Supervisory Board is entitled to establish its own rules of business procedure. The Supervisory Board shall adopt the following rules of business procedure (hereinafter referred to as the “rules of business procedure”).
a) Advisory and monitoring function
The Supervisory Board shall advise and supervise the Management Board in the management of the company on a regular basis.
b) Principles of action
The Supervisory Board shall act in accordance with applicable law, the bylaws and the rules of business procedure, and in the best interests of the Company. The recommendations of the German Corporate Governance Code relating to the Supervisory Board shall be complied with, unless otherwise stated in the statement of compliance published on the company’s website by the Management and Supervisory boards pursuant to Section 161 AktG. The members of the Supervisory Board shall have the same rights and shall not bound by instructions.
c) Supervisory Board members’ rights and duties
The Supervisory Board members shall have the same rights and obligations, unless other provisions exist in applicable law, the bylaws, or these rules of business procedure.
The Supervisory Board shall be composed in such a manner that its members as a whole possess the knowledge, skills and professional experience required in order to perform their duties properly. The Supervisory Board members in their entirety must be familiar with the sector in which the Company and the Allgeier Group operate. At least one member of the Supervisory Board must possess expertise in the areas of accounting or auditing.
Following the Shareholders’ General Meeting at which the members of the Supervisory Board to be elected by the Shareholders’ General Meeting have been newly elected, a Supervisory Board meeting shall be held, which shall not require a special convocation. At this meeting, the Supervisory Board, chaired by the oldest member of the Supervisory Board, shall elect by a simple majority a Chair (hereinafter referred to as the “Supervisory Board Chair”) and a Deputy Chair (hereinafter referred to as the “Deputy Supervisory Board Chair”) from among its members.
b) Deputy Supervisory Board Chair
The Deputy Supervisory Board Chair shall deputize for the Supervisory Board Chair in all cases where the latter is prevented from attending, unless the bylaws or these rules of business procedure provide otherwise. In such cases, the Deputy Chair shall have the same rights as the Supervisory Board Chair, unless otherwise provided for in the bylaws or in these rules of business procedure.
The Supervisory Board Chair may, within reasonable limits and after prior consultation with the Management Board, hold discussions with investors on topics specific to the Supervisory Board, particularly the composition of the Management and Supervisory boards, the remuneration of the Management and Supervisory boards, and the supervision of the Management Board. The Supervisory Board Chair may invite other members of the Supervisory Board to participate in such a dialogue. The Supervisory Board Chair shall subsequently inform the Supervisory Board and the Management Board about such discussions.
The Supervisory Board shall meet at least once every calendar quarter. Supervisory Board meetings must also be held if the Company’s economic well-being so requires, or if a member of the Supervisory Board requests that a meeting be convened.
The Supervisory Board meetings shall be convened by the Supervisory Board Chair with a notice period of 14 days, notifying the place, time and agenda of the meeting. The day on which the invitation is sent and the day of the meeting shall not be counted when calculating the deadline. In urgent cases, the Supervisory Board Chair may shorten the period of notice.
If an item on the agenda of a Supervisory Board meeting requires a resolution, the notice convening the meeting shall contain an explanation with a proposed resolution. Each member of the Supervisory Board shall have the right to nominate items for the agenda.
d) Duties of the Supervisory Board Chair
The Supervisory Board Chair shall be responsible for the invitation to Supervisory Board meetings, including the distribution of all necessary documents relating to the agenda in good time before the meeting, and the conducting the conducting of meetings, as well as the monitoring of the implementation of resolutions.
e) Application of Section 12 of the bylaws
Otherwise, Section 12 of the bylaws shall apply.
a) Preparation of minutes
Minutes shall be taken of the Supervisory Board meetings and resolutions passed outside meetings within ten working days (Company’s registered office), and a draft of the minutes shall be sent to all members of the Supervisory Board. The Supervisory Board Chair shall appoint the taker of the minutes.
b) Contents of the minutes
The minutes of Supervisory Board meetings shall record at least the date and place of the Supervisory Board meeting, the members of the Supervisory Board and other individuals present, the agenda and the resolutions passed by the Supervisory Board. Minutes of resolutions passed outside meetings must be record at least the day the resolution is passed, the members of the Supervisory Board participating in the passing of the resolution, and the resolutions passed by the Supervisory Board.
c) Opposition to the minutes
The minutes of the Supervisory Board meetings and the resolutions adopted outside meetings shall be deemed to have been accepted if no member of the Supervisory Board objects to the draft minutes within ten days of receipt of the draft minutes, or if all members of the Supervisory Board have approved the minutes.
5.4 Signing of the minutes
The Supervisory Board Chair shall sign the minutes at the latest at the following Supervisory Board meeting.
a) Voting with the Management Board
The Supervisory Board Chair shall regularly consult with the Management Board, particularly with the Chair of the Management Board, on the strategy, planning, business development, risk situation, risk management and compliance of the Company and of the Allgeier Group.
b) Management Board’s duty to provide information
The Management Board shall inform the Supervisory Board regularly, promptly and comprehensively about all issues concerning planning, strategy, business development, risk situation, risk management and compliance that are of relevance to the Company, especially concerning deviations in the course of business from the plans and targets that are drawn up, stating the related reasons. The Management Board’s duty to inform the Supervisory Board of extraordinary events of particular significance within both the Company and the Allgeier Group shall thereby remain unaffected.
c) Management Board members’ participation in Supervisory Board meetings
The members of the Management Board shall be obligated to attend Supervisory Board meetings at the request of the Supervisory Board Chair.
a) Experts and respondents
The Supervisory Board Chair shall be entitled to admit experts and other individuals who can provide relevant information to the meetings.
The auditor shall attend the Supervisory Board meeting at which the Supervisory Board examines the separate annual financial statements, the consolidated financial statements, the separate management report and the Group management report, and shall report on the main findings of its audit.
a) Representation by the Supervisory Board Chair
The Supervisory Board shall be represented by the Supervisory Board Chair in relation to both the Company and the Management Board. The Supervisory Board Chair may delegate this task to another member of the Supervisory Board for specific areas or in person cases.
b)Declarations issued and received
The Supervisory Board Chair shall be authorized to issue the declarations required in order to implement resolutions on the Supervisory Board’s behalf, and to receive declarations addressed to the Supervisory Board.
The members of the Supervisory Board must treat all information, documents and reports received as confidential, and maintain confidentiality concerning all its deliberations. The obligation to maintain confidentiality shall continue to apply after a period of office as a member of the Supervisory Board has ended. The members of the Supervisory Board must ensure that employees and consultants they engage in order to perform their duties and obligations comply with the confidentiality obligation in the same manner.
b) Conflicts of interest
The members of the Supervisory Board shall be exclusively committed to the interests of the Company and the Allgeier Group. They may not pursue any personal interests in their decisions, or exploit for themselves or for third parties business opportunities to which the Company or the Allgeier Group is entitled.
The members of the Supervisory Board may not demand or accept payments or other unjustified benefits from third parties in connection with their activities, whether for themselves or for other persons, nor may they grant unjustified benefits to third parties.
d) Disclosure of conflicts of interest
All members of the Supervisory Board must disclose conflicts of interest to the Supervisory Board without delay. All transactions between either (i) the Company or an Allgeier Group company or (ii) members of the Supervisory Board, or persons or companies related to these, must satisfy a third-party comparison test.
The Supervisory Board shall review the efficiency of its work on an annual basis and shall decide on any amendments to these rules of business procedure that appear necessary.
All members of the Supervisory Board must report any own-account transactions in the Company’s shares or debt instruments, or related derivatives (e.g. stock options) or other related financial instruments, to both the Company and the German Federal Financial Supervisory Authority (BaFin) without delay and in accordance with applicable statutory requirements. These reporting obligations shall also apply in the case of an aforementioned transaction realized by persons closely related to a member of the Supervisory Board. Such persons shall comprise spouses or partners who are equivalent to a spouse, dependent children and other relatives who have belonged to the household of the member of the Supervisory Board for at least one year at the time when the transaction subject to reporting requirements was realized; furthermore, such persons shall comprise a legal entity, trust or partnership whose management tasks are performed by a member of the Supervisory Board. The reporting obligation shall apply only to transactions that are realized after a total volume of EUR 20,000.00 has been reached within one calendar year.
These rules of business procedure shall become effective on April 16, 2020, and shall replace all previous rules of business procedure.