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Corporate Governance – implementation
The Management Board is responsible for the overall management of
Articon-Integralis and conducts its business in accordance with the
applicable laws and in conformance with the Group’s articles of
association. It is mandated to safeguard the interests of the
Company and to secure a sustainable increase in its enterprise value.
The members of the Management Board are appointed by the
Supervisory Board and keep each other regularly and comprehensively
informed of all matters relevant to the Company’s planning, business
development, risk position and risk management. The Management
Board co-ordinates the Company’s strategic orientation with the
Supervisory Board and meets with it at regular intervals to discuss
the extent to which those strategies have been implemented. The
Management Board is held accountable to ensure that:
■ all risks are assessed and minimised as far as possible,
■ the corporation pursues common goals,
■ corporate sectors are clearly positioned,
■ changes on the market are flexibly and speedily responded to, and
■ a constant and up-to-date flow of information is guaranteed
The Supervisory Board supervises the Management Board and
company development without making executive decisions in relation
to the Group. Management and Supervisory Board members work
closely together for the good of the Company.
The experience and knowledge of the Supervisory Board complement
those of the Management Board and they act in accordance with
the principle that good management depends on open discussion.
The maintenance of total confidentiality is of crucial importance.
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Ethics
The Group has an ethics policy that outlines a wide range of
business practices and procedures by setting out basic principles to
guide all employees. The code of ethics contains the specific
corporate policies adopted by the Management and Supervisory
Boards and relates to the legal and ethical standards of conduct of
employees and agents of the company. It includes guidance on
conflicts of interest, insider trading, discrimination and harassment,
record keeping and confidentiality.
Risk management
Risk management and risk control are among the items that appear
on the agenda of the Management Board meetings. To limit risk,
Articon-Integralis has established a risk management committee
consisting of the CEO, CFO, and representatives from Information
Technology, Human Resources and both operating businesses.
The result of the committee is the production of a risk management
policy, which allows for regular meetings to consider and assess
risks, as well as providing an opportunity for all employees to have an
input. The risk committee develops solution strategies and allocates
responsibility for individual risks. A responsible attitude towards risks
and their assessment is incumbent on all Articon-Integralis employees.