The Supervisory Board supervises the policy of Mediq's Board of Management. Please find below an overview of Mediq's members of the Supervisory Board.
Responsibilities of the 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, mitigated two-tier board regime. In terms of governance, this means mainly that the Supervisory Board is not only responsible for exercising supervision, but also for dismissing members of the Board of Management, for nominating members of the Supervisory Board, and for approving various decisions of the Board of Management.
- 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 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 program);
- 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. 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 the end of 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.