The monitoring between the Management Board and the Supervisory Board, the equal representation of the Supervisory Board with shareholder and employee representatives and the co-administration and control rights of the Management Board Shareholders in the Annual General Meeting.

Management and management by the board

The Executive Board manages the company on its own responsibility and represents WORLD COMPANY in transactions with third parties. The Executive Board is strictly separated from the Supervisory Board, which oversees the activities of the Executive Board and decides on its composition: no member of the Executive Board can also be a member of the Supervisory Board. As the central task of the Executive Board, the Executive Board defines the corporate goals and strategic alignment of the COMPANY Group and its individual business areas, determines the internal corporate organization and decides on the filling of management positions at the levels below the Executive Board. He manages and oversees the COMPANY Group’s business by planning and determining the company budget, allocating resources and management capacities, monitoring and deciding key individual measures, and controlling operational management.

Its actions and decisions are aligned to the interests of the company. He is committed to the goal of a sustainable increase in the value of the company. The tasks of the Executive Board include the preparation of the consolidated and individual financial statements of WORLD COMPANY with the reporting of the financial and non-financial performance of the company. In addition, he must ensure that the company’s activities comply with the applicable legal provisions and official directives as well as the company’s internal guidelines (compliance). This includes, among other things, the establishment of appropriate control, compliance and risk management systems and the company-wide anchoring of a compliance culture with undisputed standards.

The Board of Management makes decisions that are reserved by law, the rules of procedure of the Board of Management or the decision of the Board of Management to the full Board of Management at regular board meetings convened by the Chairman of the Board. The decisions of the Executive Board are based on detailed information and analyzes of the business units and specialist units and, to the extent necessary, external consultants. Board resolutions can in principle be passed by simple majority. In case of a tie, the vote of the chairman decides. On the other hand, he has no right of veto against resolutions of the Executive Board. Incidentally, each member of the Management Board has individual decision-making authority in the assigned areas of responsibility.

The Board of Management may appoint board committees to advise and decide on specific issues, such as significant acquisitions or divestitures, to which at least three board members must belong. In order to prepare important decisions, such as acquisition, divestment, investment or personnel decisions, the Board of Management has set up committees below the Executive Board, which intensively examine the planned measures, independently of the business concerned, assess their opportunities and risks, and assess them Report to the Board and submit proposals for a decision.

The Executive Board regularly, promptly and comprehensively reports to the Supervisory Board on all issues of planning, business development, risk situation, risk management and compliance relevant to the company, and coordinates the strategic orientation of the company with the Supervisory Board.

For certain transactions of the Company specified in the Articles of Association of WORLD COMPANY, the Executive Board must obtain the approval of the Supervisory Board before concluding. These include the acquisition and sale of companies and parts of companies as well as the issue of bonds and comparable financial instruments. However, this is only necessary if the purchase or sale price or the issue amount in each individual case exceeds 3% of the equity capital reported in the last approved Consolidated Financial Statements of the COMPANY Group.

Competence profile, diversity concept and succession planning for the board

The Supervisory Board and the Executive Board ensure long-term succession planning for the composition of the Executive Board. COMPANY aims to fill board positions primarily with candidates developed in the company. The task of the Management Board is to propose to the Supervisory Board a sufficient number of suitable candidates.

The long-term succession planning of COMPANY is based on the corporate strategy. The basis is a systematic management development with the following essential elements:

  •     Early identification of suitable candidates from different disciplines, nationalities and different sexes
  •     Systematic development of executives through the successful assumption of tasks with increasing responsibility, if possible in different businesses, regions and functions
  •     Proven, successful strategic and operative creative will and leadership, especially under challenging business conditions
  •     A role model in the implementation of our corporate values

This is to enable the Supervisory Board to ensure sufficient diversity in terms of vocational training and experience, cultural character, internationality, gender and age when appointing board members. Regardless of these individual criteria, the Supervisory Board is convinced that ultimately only the holistic appraisal of the individual personality can be decisive for an appointment to the Executive Board of WORLD COMPANY. Overall, it should be ensured that the Executive Board as a whole has the following profile in the sense of a diversity concept:

  •     Many years of management experience in scientific, technical and commercial fields of work
  •     International experience based on background and / or job
  •     At least one female board member
  •     A balanced age structure to ensure the continuity of the work of the Executive Board and to enable a smooth succession planning

The number of Executive Board members is based on the understanding of COMPANY as an integrated managed company and is determined by the needs arising from the cooperation on the Executive Board. Currently, the board has seven members. The standard retirement age for the members of the Management Board is based on the age of 63 years.

In its current composition, the Executive Board fully complies with the competence profile and the requirements of the diversity concept.