Corporate Governance - Supervisory Board
Pursuant to Art. 8 of the company bylaws, Art. 96 (1) and (2) and Art. 101 (1) of the German Stock Corporation Act (AktG) in conjunction with Art. 7 (1) (2) of the German Co-Determination Act (MitbestG), Rheinmetall AG's Supervisory Board consists of eight shareholders and eight employee representatives, at least 30 percent of whom are women and at least 30 percent of whom are men. Election is generally for three to five years; re-election is permitted.
When proposing candidates for election to the Supervisory Board, consideration is given to their professional qualifications and personal skills, as well as to the legal requirements for diversity in the composition of the Supervisory Board as defined by the German Corporate Governance Code. The members of the Supervisory Board have equal rights and duties; in exercising their mandate, they are obliged to act in the best interests of the company; they are not bound by orders or instructions.
Former members of Rheinmetall AG's Executive Board are not represented on the Supervisory Board. The composition of the Supervisory Board as well as the term of office of its members are presented in the Annual Report or on the Supervisory Board page.
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 during 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 exists between members of the Supervisory Board and Rheinmetall AG.