Management and control

The corporate bodies of the Group are the Management Board, the Supervisory Board, and the General Meeting. Fresenius SE has a two-tier management and control system consisting of the Management Board and the Supervisory Board. This is in accordance with Regulation No. 2157 / 2001 on the Statute for a European Company (SE). The two boards work independently of each other. No one is allowed to be a member of both bodies simultaneously.

The Management Board of Fresenius SE conducts the business and represents the Company in dealings with third parties. As of January 1, 2008, the Management Board has seven members. According to the Management Board’s rules of procedure, each member is accountable for his own area of responsibility. However, the members have joint responsibility for the management of the Group. The Management Board is required to report to the Supervisory Board regularly, in particular on its corporate policy and strategies, business profitability, current operations, and any other matters that could be of significance for the Company’s profitability and liquidity.

The Supervisory Board appoints the members of the Management Board and advises and supervises the Management Board in its management of the Company. It is prohibited from managing the Company directly. However, the Management Board’s rules of procedure require it to obtain the Supervisory Board’s approval for specific activities.

The Supervisory Board of Fresenius SE comprises six shareholders’ representatives and six employees’ representatives. All twelve members of the Supervisory Board are appointed by the General Meeting. Six of the twelve members must be appointed on the basis of a proposal put forward by the employees. The General Meeting is bound by the employees’ proposal. In accordance with the legal form of an SE, the employee representatives may come from various European countries.

The Supervisory Board must meet at least twice per calendar half-year.

The appointment and dismissal of the members of the Management Board is in accordance with Article 39 of the SE Regulation. The statutes of Fresenius SE also provide that deputy members of the Management Board may be appointed.

The Company’s annual corporate governance declaration can be found here and on our website www.fresenius.com, see Who we are / Corporate Governance. The description of both the compensation structure and individual amounts paid to the Management Board and Supervisory Board are included in the Compensation Report here. The Compensation Report is part of the Group’s Management Report.

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