Management Board procedures

The Management Board conducts the business of Fresenius SE. It formulates the Company’s strategy, coordinates this with the Supervisory Board, and sees to its implementation. Its actions and decisions are guided by the Company’s best interests. The Management Board has an obligation to increase the value of the Company on a sustainable basis. The Management Board’s rules of procedure define the activities within the Board more specifically, especially with regard to the individual duties and responsibilities of the members, matters reserved for the full Management Board, and resolutions to be passed by the full Management Board. The Management Board meetings are convened as required, but at least once a month, by the Chairman of the Management Board, or, if he is incapacitated, by the Chief Financial Officer, or, if he is also incapacitated, by the Management Board member present who is the most senior in age. However, Management Board meetings are usually held twice a month. The person chairing the meeting decides the order in which the items on the agenda are dealt with, and the form in which the voting is conducted. Except in cases where mandatory provisions of law or the Company’s statutes require a unanimous vote or action by all the Management Board members, the Management Board passes its resolutions by a simple majority of the votes cast, or, outside its meetings, by a simple majority of its members. The Chairman of the Management Board has the casting vote if a vote is tied. If the Chairman is not present, is incapacitated, or abstains, the motion is deemed rejected if a vote is tied. The rules of procedure also regulate the dealings between the Management Board and the Supervisory Board, and the matters that require the Supervisory Board’s approval. The Management Board consists of seven members. They are listed here.

The chief executive officers of the four business segments are members of the Management Board of Fresenius SE. This ensures that the full Management Board of Fresenius SE is kept constantly informed about important events, plans, developments, and measures within the business segments. There are no Management Board committees, owing to Fresenius SE’s role as operating holding company.

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Supervisory Board procedures

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