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

27Top quality – from a single sourceCorporate Governance |Management Board and Supervisory BoardGroup Management ReportConsolidated Financial StatementsFurther Informationvisory Board meetings are convened by the Chairmanof the Supervisory Board or two of its members. Theyshall be convened in writing subject to a notice periodof two weeks, specifying the agenda items and anyproposed resolutions, and all required documentsshall be appended to the notice. In urgent cases, theChairman of the Supervisory Board may reasonablyshorten the notice period and convene a meeting verballyor by telephone, fax or email. The members of theManagement Board participate in the meetings of theSupervisory Board unless the Chairman of the SupervisoryBoard provides otherwise. Employees of theConergy Group and/or experts may also be invited inconnection with individual agenda items or to serve askeepers of the minutes.The Supervisory Board constitutes a quorum if all of itsmembers have been duly invited to a meeting and onehalf of the members that must comprise the SupervisoryBoard by statute but at least three members participatein the resolution. Absent Supervisory Boardmembers may participate in the resolution by means oftelephone and video conferencing or by asking otherSupervisory Board members to submit their writtenvotes on their behalf. The Supervisory Board shalladopt its resolutions by the simple majority of all votescast unless required otherwise by statute or the Company’sArticles of Association. In the event of a tie, thevote on the respective agenda item shall be repeatedupon application of the Chairman or another SupervisoryBoard member. The Chairman of the SupervisoryBoard shall have two votes in the second round if therepeat vote also ends in a tie. Resolutions on items orapplications that are not contained in the agenda andthat were not communicated to the members of theSupervisory Board at least three days ahead of themeeting may only be adopted if no Supervisory Boardmember present at the meeting objects, the absentSupervisory Board members are given the opportunityto cast their vote retroactively within a reasonable periodto be fixed by the Supervisory Board Chairmanand these Supervisory Board members do not objectto the resolution within the given period either. Resolutionsmay also be adopted outside of SupervisoryBoard meetings – in particular, if the votes are cast inwriting or by fax, telephone or email – if the Chairmanof the Supervisory Board so orders and no memberobjects thereto within the period set for the voting.Minutes of the meetings of the Supervisory Board shallbe prepared.The Supervisory Board’s rules of procedure also containdetailed provisions regarding the treatment of potentialconflicts of interest. Every member of the SupervisoryBoard has the obligation – both while theyserve on the Supervisory Board and thereafter – tomaintain secrecy in regards to confidential matters aswell as the Company’s business and trade secrets towhich they become privy in connection with their activitieson the Supervisory Board. In making their decisions,the members of the Supervisory Board shall becommitted to the interests of the Conergy Group. Theymay not pursue personal interests, nor may they usebusiness opportunities that properly inure to the benefitof the Conergy Group for their own purposes. Allconflicts of interest arising from their position on theSupervisory Board shall be disclosed to the latter immediately.In the event of unavoidable conflicts of interest,the affected Supervisory Board member shallrefrain from participating in deliberations and resolutionson matters that affect their impartiality or resignfrom the Supervisory Board in order to safeguardConergy’s interests. Supervisory Board membersmust resign their seats in case of material conflicts ofinterest that are not of a merely passing nature. Alltransactions between members of the SupervisoryBoard as well as parties related to them, on the onehand, and the Conergy Group, on the other hand,must comply with industry standards. The membersof the Supervisory Board may not demand nor acceptany payments or other benefits for themselves or forthird parties in connection with their activities on theSupervisory Board above and beyond their compensation,to the extent that doing so jeopardises the interestsof the Conergy Group.Composition and procedures of the SupervisoryBoard’s CommitteesThe Supervisory Board created two committees – theAudit Committee and the Chairman’s Committee –from among its midst that prepare and supplement itswork. The Chairman’s Committee also serves as anomination committee. There are no plans at presentto establish additional committees.The Audit Committee supports the Supervisory Boardin carrying out its monitoring duties. The Chairman ofthe Audit Committee has particular expertise and experiencein the application of accounting principlesand internal control procedures based on his professionalpractice. Among other things, the Audit Committeeis tasked with preparing the audit of the annual