Supervisory Board
The Supervisory Board supervises the policy of the Board of Management and the general affairs of the company. Mediq is subject to the full, statutory two-tier board regime. For the governance this means mainly that the Supervisory Board is not only responsible for exercising supervision, but also for appointing and dismissing members of the Board of Management, the nomination of members of the Supervisory Board and approving various decisions of the Board of Management.
The duties of the Supervisory Board, which are described in the Regulations of the Supervisory Board, include:
supervising and monitoring (in advance or otherwise), and advising the Board of Management on: (i) the achievement of the company's aims, (ii) the company's strategy and the risks inherent in its business activities, (iii) the structure and management of the internal risk management and control systems, (iv) the financial reporting process and (v) compliance with legislation and regulations;
disclosing, complying with and enforcing the company's corporate governance structure
approving annual budgets and the company's major capital investments
selecting and recommending the appointment of the company's external auditor
selecting and appointment of the members of the Board of Management, proposing the remuneration policy for members of the Board of Management, for approval by the general shareholders’ meeting of the company, fixing the remuneration in accordance with the said remuneration policy and contractual terms and conditions of employment of members of the Board of Management
selecting and recommending the appointment of members of the Supervisory Board, and proposing the remuneration of its members, for approval by the general shareholders’ meeting
evaluating and assessing the functioning of the Board of Management, the Supervisory Board, and their individual members (including the evaluation of the Supervisory Board profile and the induction, education and training programme)
dealing with, and deciding on, reported potential conflicts of interests between the company on the one side and members of the Board of Management, the external auditor and the major shareholder(s) on the other side
dealing with, and deciding on, reported alleged irregularities that relate to the functioning of Board of Management members.
Members of the Supervisory Board are appointed by the Annual General Meeting of Shareholders. The nominees must fit within the profile of the Supervisory Board. The Central Works Council can make a recommendation. There is an overview of the competences of the current members of the Supervisory Board.
Members of the Supervisory Board resign according to a periodic retirement schedule set by the Supervisory Board. They step down at the first General Meeting of Shareholders following their four-year term of office.
The Supervisory Board has set up three committees drawn from its members for the selection and appointment of members of the Board of Management and Supervisory Board (Selection & Appointment Committee), remuneration (Remuneration Committee) and reporting and risk management (Audit Committee). The function of the committees is to prepare the way for decision-making by the Supervisory Board in these areas. Decisions are always taken by the full board.
Backgroundinformation on the members of the Supervisory Board
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