No power train without Miba technology

Rule 18 Internal auditing
Internal auditing is not established as a separate staff unit, nor is it outsourced to an external
firm or institution. Because of the size and structure of the company, these responsibilities
are assumed by Controlling and Corporate Finance. Periodic reports are issued and
ad hoc reporting is carried out where applicable by Controlling and Corporate Finance.
Rule 26 External board memberships of the Management Board
The Chairman of the Management Board holds six board memberships (two of them
chairmanships) in corporations external to the Group.
Rule 27 and 30 Fixed and performance-based compensation
of the Management Board
The compensation of the Management Board members responsible for operational areas
includes a performance-linked component.
Rules 31 and 51 Individual reporting of Management
and Supervisory Board compensation
Due to the nature of business competition, the individual reporting of Management and
Supervisory Board compensation is not in the interest of the company. Miba furthermore
believes that individual reporting neither provides shareholders and other company stakeholders
with relevant additional information, nor leads to any additional economically relevant
knowledge.
Rule 34 Internal rules of procedure of the Supervisory Board
Due to its size, the Supervisory Board does not have internal rules of procedure but is
required to comply with general responsibilities. The disclosure and reporting obligations
of the Management Board are set out in the Internal Rules of Procedure of the Management
Board.
Rule 38 Procedure for the appointment of a Management Board member
The appointment of a Management Board member is based on the professional and personal
qualifications of the candidate.
61