Supervisory Board - Corporate Governance
In accordance with Sections 96 (1) and (2) and 101 (1) AktG in conjunction with Section 7 (1) No. 2 of the 1976 German Codetermination Act, the Supervisory Board of Rheinmetall AG comprises eight shareholder representatives and eight employee representatives, at least 30% of whom are women and at least 30% of whom are men, who are generally elected for five years. They may be re-elected. Due to an objection against the overall assessment in accordance with Section 96 (2) Sentence 3 of the German Stock Corporation Act (AktG), the quota for shareholder representatives and employee representatives on the Supervisory Board is to be considered separately so that there are at least two female and at least two male representatives in each case. When candidates are proposed for election to the Supervisory Board, attention is paid to their professional qualifications and personal skills as well as to legal regulations on diversity in the composition of the Board and to independence as defined by the German Corporate Governance Code. The Supervisory Board members have the same rights and obligations, are required to perform their mandate in the best interests of the Company and are not bound by any orders or instructions.
Former Executive Board members of Rheinmetall AG are not represented on the Supervisory Board. The composition of the Supervisory Board and the terms of office of its members are outlined on page 2 of this Annual Report. The Supervisory Board performs its activities in accordance with statutory provisions, the bylaws of Rheinmetall AG and its rules of procedure. The main contents of the rules of procedure concern the composition, tasks and responsibilities of the Supervisory Board, the convention, preparation and chairing of meetings, the rules pertaining to committees and quorum requirements. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the Board externally. Each year he explains the activities of the Supervisory Board and its committees in the Report of the Supervisory Board printed within the Annual Report as well as orally at the Annual General Meeting.
The Supervisory Board advises the Executive Board on the management of the Company and monitors its management activities. The Chairman of the Supervisory Board is elected from among its members. Supervisory Board meetings are held in accordance with the provisions of the German Stock Corporation Act (AktG). As a general rule, four Supervisory Board meetings take place each calendar year, which are attended by members of the Executive Board unless otherwise stipulated by the Chairman of the Supervisory Board. Resolutions may be passed in writing, by telex (telefax or e-mail) or by telephone. The Supervisory Board passes its resolutions by means of a simple majority of members participating in the passing of the resolution. In the event of a tied vote, the Chairman of the Supervisory Board has the casting vote. The Supervisory Board of Rheinmetall AG periodically reviews the efficiency of its activities, as required by the provisions of the German Corporate Governance Code. Here, the function of the Supervisory Board and its committees, the routing of information from the Executive Board to the Supervisory Board and the interaction of the two boards is discussed and evaluated. The plenary assembly debates possible improvements in an open discussion and decides on any measures. No consultancy agreements or other service or work contracts existed between members of the Supervisory Board and Rheinmetall AG during the period under review.