DIE ERSTE österreichische Spar-Casse ... - ERSTE Stiftung

Sparkassen AG, with the procedure in such case being that the respective works council may
propose to the general assembly of the Association a candidate for the election of the works
council member in the Supervisory Board. This regulation shall apply also to the works
councils of any universal successors of the companies mentioned.
Pursuant to the Foundation Statutes and the rules of business, the Supervisory Board shall
have the following tasks
a) supervision of the Management Board and of the accounting practices of ERSTE
Foundation;
b) the appointment and recall of members of the foundation's Management Board including
proposals for the chairman and the vice chairman of the foundation's Management Board;
c) the passing of resolutions on measures requiring approval (see below);
d) the approval of the by-laws of the foundation’s Management Board and of the advisory
boards;
e) representation of the private foundation when conducting legally binding transactions with
members of the foundation's Management Board;
f) fixing the amount of the remuneration of the members of the foundation’s Management
Board;
g) appointment of auditors of the foundation for the event that the audit agency of the
Sparkassen-Prüfungsverband is no longer the statutory prescribed auditor for the foundation;
h) enforcing claims for compensation against members of the foundation's Management
Board;
i) dealing with the audit reports of the foundation auditors;
j) adoption of the audited annual financial statements, approval of the report of the
Management Board and resolution on the use of the net profit and release from liability of the
members of the foundation's Management Board;
k) all other tasks for which the Supervisory Board is responsible under the provisions of the
Austrian Private Foundation Act.
(2) The Supervisory Board shall have the right to do the following:
a) take part in the meeting of the advisory boards;
b) convene a meeting of the foundation’s Management Board indicating the items of the
agenda;
c) inspect the books and other documents of the private foundation at any time and request
explanations and reports from the foundation’s Management Board;
d) request a special audit by an independent auditor or by the audit agency of Sparkassen-
Prüfungsverband and to withdraw the appointment of members of the bodies of the
foundation.
The management actions and the resolutions listed below require a simple majority of the
votes in the Supervisory Board:
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