Board of Management and Supervisory Board procedures
The Chairman of Dürr’s Board of Management is responsible for the operating business with the focus on sales; the Chief Financial Officer is also closely involved in the operating activities. The heads of the seven business units report to the Board of Management through the three divisions and have global responsibility for the results of their respective business unit. At the divisional level, steering functions are performed by the Dürr Management Board. This board consists of the Board of Management, the heads of the respective business units and their controllers. At Group level, the Senior Executive Group and the broader Senior Management Group constitute the international management teams.
Pursuant to Article 6 of Dürr AG’s Articles of Incorporation the Supervisory Board appoints the members of the Board of Management. The Supervisory Board determines the number of members of the Board of Management (at least two according to the Articles of Incorporation) and whether it has a chairman, appoints them and resolves whether deputy members or a deputy chairman are appointed. The Supervisory Board issues rules of procedure for the Board of Management which includes a list of business matters requiring its approval and a division-of-responsibilities plan. The Supervisory Board Chairman decides whether the members of the Board of Management are to be present at Supervisory Board meetings. Finally, the Supervisory Board issues own rules of procedure.
Since 2006 Dürr’s Board of Management has consisted of two members: a Chairman and a Chief Financial Officer. Responsibilities are shared between the two members according to the division-of-responsibilities plan. The Board of Management attends all Supervisory Board meetings, reports in writing and orally on the individual items of the agenda and briefing dossiers, and answers the questions raised by individual Supervisory Board members.
The motions on which resolutions are to be passed are communicated in writing to the Supervisory Board members two weeks before the meeting; the Supervisory Board receives a detailed written brief one week before its meeting. Before the Supervisory Board’s plenary meeting, preliminary talks are held separately with the employee representatives and the shareholder representatives, at which the members of the Board of Management explain the details and answer questions.
The possibility of passing resolutions by written circulatory vote is used comparatively seldom and only in cases of particular urgency.
Each year the Supervisory Board Chairman explains the activities of the Supervisory Board and its committees in its report to the shareholders and at the annual general meeting.
The Supervisory Board Chairman especially meets regularly with the Board of Management and discusses current issues with it. Between these meetings the Board of Management keeps the Supervisory Board Chairman informed of current developments orally and in writing.
Dürr’s Supervisory Board has formed four committees which handle the preparations for certain types of business and the resolutions thereon, and supervise their implementation.
