CORPORATE GOVERNANCE
Independency of Supervisory Board Members and Committee Members
The supervisory board decided upon the following guidelines for the independence of the supervisory board members in accordance with the rules 39, 53 and 54, Section 1 during its meeting on the 14th February 2007:
A member of the supervisory board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.
Additional guidelines for the independence of a supervisory board member are as follows:
1. The supervisory board member shall not have served as member of the management board or as executive employee of the company or one of its subsidaries in the past 5 years.
2. The supervisory board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the member of the supervisory board. This shall also apply to relationships with companies in which a member of the supervisory board has a considerable economic interest. The approval of individual transactions by the supervisory board pursuant to L-Rule 48 does not automatically mean the person is qualified as not independent.
3. The supervisory board member shall not have acted as auditor of the company or have been shareholder of the auditing company or have worked there as an employee in the past 3 years.
4. The supervisory board member shall not be a member of the management board of another company in which a member of the management board of the company is a supervisory board member.
5. The supervisory board member shall not be closely related (direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) to a member of the management board or of persons who hold one of the aforementioned positions.
The supervisory board deems it sufficient if half of the members of the supervisory board (the board’s committees respectively) are independent according to these guidelines.
The individual members of the supervisory board declare their independence according to these guidelines.