Supervisory Board procedures

The Supervisory Board of Fresenius SE consists of twelve members who are elected at the AGM. The nominations for election to the Supervisory Board take account of the knowledge, skills, and professional experience required to perform the duties and the diversity of the Board’s composition. A Nomination Committee has been created for proposals on the shareholders’ side. Its activities are aligned with the provisions of law and the Corporate Governance Code. Of the twelve members of the Supervisory Board, six are proposed directly by the employees; the AGM is bound by these nominations. The term of office of the current Supervisory Board members will end at the close of the Company’s AGM in 2013. The Supervisory Board includes an, in its opinion, sufficient number of independent members who have no business or personal relations with the Company or its Management Board that could cause a conflict of interest. The statutes of Fresenius SE regulate the details with regard to the Supervisory Board’s election, constitution, and term of office, its meetings and resolutions, and its rights and duties. They are published on our website at www.fresenius.com in the Who we are / Corporate Governance section, where they can be downloaded.

The Supervisory Board has established its rules of procedure in accordance with clause 5.1.3 of the Code. The Chairman of the Supervisory Board is responsible for coordinating the activities of the Supervisory Board, chairing its meetings, and representing its interests externally. The Supervisory Board should convene once each calendar quarter, and must convene twice each calendar half-year. The meetings are convened and chaired by the Chairman, or, if he is incapacitated, by a chairperson named by the Chairman. 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. Unless other majorities are mandatory by law, the Supervisory Board passes its resolutions by a simple majority of the votes submitted in the voting. If a vote is tied, the Chairman has the casting vote or, if he does not take part in the voting, the matter is decided by the vote of the Deputy Chairman who is a shareholders’ representative.

The Supervisory Board conducts its business in accordance with the provisions of law, the Company’s statutes, and its rules of procedure. Regular dialogue with the Management Board ensures that the Supervisory Board is well informed at all times about the Company’s operating performance, corporate development and planning and strategy. It approves all corporate planning and, taking into account the auditor’s reports, approves the Group’s annual financial statements. Another important part of the Supervisory Board’s activities is the work conducted within the committees formed in accordance with the requirements of the German Stock Corporation Act (AktG) and the recommendations of the Code.

The members of the Supervisory Board keep themselves regularly informed, through internal and external sources, about the latest requirements with regard to their supervisory activities. The Supervisory Board ensures at all times that its members are suitably qualified, keep their professional knowledge up to date, and further develop their judgement and expertise to the extent necessary for the proper performance of their duties, including those of its committees. Information is sourced from various external experts, and representatives from the Company’s specialist divisions keep the members informed about important developments, for instance about relevant new laws or changes in the US GAAP and IFRS accounting and auditing standards.

The members of the Supervisory Board are listed here. The Supervisory Board reports on the main focuses of its activities and those of its committees in 2009 in the Report of the Supervisory Board.

QUICKFINDER