from a single source. Conergy AG Annual ... - Alle jaarverslagen

25Top quality – from a single sourceCorporate Governance |Management Board and Supervisory BoardGroup Management ReportConsolidated Financial StatementsFurther InformationThe Management Board must obtain the approval ofthe Supervisory Board for all transactions and/ormeasures that could have a material impact on the assets,liabilities, cash flows and profit or loss of theCompany and/or the Group and/or individual Groupcompanies or are otherwise of an extraordinary nature.In keeping with the statutory requirements ofSection 111 para. 4 sentence 2 AktG, the ManagementBoard’s rules of procedure contain an enumeration ofthe transactions that may only be executed with theapproval of the Supervisory Board.The Management Board must also inform the SupervisoryBoard – in a regular, timely and comprehensivemanner – of all issues relevant to the Company interms of the intended business policies, planning, performance,exposure to risk and risk management aswell as compliance. These reports are made periodicallyin accordance with the detailed requirements ofreporting rules as well as in connection with specificoccasions. In its reports, the Management Board shalladdress any deviations in the Company’s developmentfrom plans and targets, stating the reasons for suchdifferences. Management Board reports and all documentsmaterial to decision making, specifically the annualfinancial statements, the consolidated financialstatements and the audit report shall generally bemade available to the members of the SupervisoryBoard 14 days ahead of the given meeting in text form.In addition, the Chairman of the Management Boardshall brief the Chairman of the Supervisory Board atregular intervals on the performance and position ofboth the Company and its associates, verbally and inwriting, as necessary.The members of the Management Board are subject toa comprehensive non-compete clause while they arein the Company’s employ. They shall commit themselvesto the interests of both the Company and theGroup companies. In making their decisions, they maynot pursue personal interests, nor may they use businessopportunities inuring to the benefit of the Companyor Group companies for their own good. Themembers of the Management Board must immediatelydisclose any conflicts of interest to both the SupervisoryBoard and the other members of the ManagementBoard. There were no conflicts of interest in the financialyear just ended that would have had to be disclosedto the Supervisory Board without delay. Alltransactions between members of the ManagementBoard as well as parties related to them, on the onehand, and the Company or a Group company, on theother hand, must comply with industry standards. Materialtransactions require the approval of the SupervisoryBoard, and the application for approval shall setout that the transaction complies with industry standards.Company loans may only be granted to membersof the Management Board as well as parties or companiesrelated to them with the approval of the Chairmanof the Management Board as well as the SupervisoryBoard. The members of the Management Board maynot demand nor accept payments or other benefits forthemselves or for third parties in connection with theiractivities above and beyond their compensation, to theextent that this could jeopardise the interests of theCompany or Group companies. Nor may members ofthe Management Board grant unlawful advantages tothird parties. Members of the Management Board shallobtain the approval of the Chairman’s Committee ofthe Supervisory Board if they wish to accept board appointmentsto or consulting assignments from companiesthat are not Conergy AG Group companies as wellas appointments to offices in any company that entailpower of attorney and any other secondary employmentof a significant nature. During the reporting year,no member of the Management Board held more thanthree appointments to the supervisory boards of listedstock corporations not belonging to the Conergy Group.Conergy AG has purchased D&O insurance subject toa reasonable deductible for all members of its ManagementBoard and its Supervisory Board.The full Management Board may establish committeestasked with technical, commercial or financial issuesat the suggestion of the Chairman of the ManagementBoard for the purpose of conducting reviews and preparingManagement Board resolutions. No committeeswere established during the reporting year.Board appointments of Management Board membersThe appointments of the members of the Company’sManagement Board to other companies’ statutorysupervisory boards and comparable domestic andforeign corporate control committees are enumeratedin the notes to the annual financial statements as wellas in the section entitled “The Management Board”.