(1) In accordance with the more detailed stipulations of the by-laws, the supervisory board is to elect from among its midst a chairperson and at least one deputy chairperson. The management board is to file an application for entry in the Commercial Register of the persons elected. The deputy chairperson will enjoy the rights and have the duties of the chairperson only when the latter is prevented from serving as such.
(2) Minutes are to be prepared of the supervisory board meetings that the chairperson is to sign. The minutes are to state the place and date of the meeting, the participants, the business set out in the agenda, the substantial content of the deliberations, and the resolutions adopted by the supervisory board. A violation of sentence 1 or sentence 2 will not render the resolution ineffective. Upon a corresponding demand being made, a copy of the minutes of the meeting is to be physically handed over to each member of the supervisory board.
(3) The supervisory board may appoint from among its midst one or several committees, particularly for purposes of making preparations for its deliberations and resolutions, or in order to monitor the implementation of its resolutions. In particular, it may appoint an audit committee that is to monitor the accounting process, the effectiveness of the internal control system, the risk management system and the internal accounting control system as well as the auditing of accounts, and in this regard particularly the selection and the independence of the statutory auditor, the quality of the auditing of accounts and the services additionally provided by the statutory auditor. The audit committee may make recommendations or suggestions on how to warrant the integrity of the accounting process. Moreover, the supervisory board of the listed company may appoint a committee that is to adopt a resolution regarding the consent stipulated by section 111b (1). Any related parties involved in the transaction within the meaning of section 111a (1) sentence 2 are not eligible for appointment as members of said committee. The majority of the committee’s members must be persons regarding whom there are no concerns regarding a conflict of interest due to their relationship with a related party. The tasks pursuant to subsection (1) sentence 1, section 59 (3), section 77 (2) sentence 1, section 84 (1) sentences 1 and 3, (2) and (3) sentences 2 and 3 as well as (4) sentence 1, section 87 (1) and (2) sentences 1 and 2, section 111 (3), section 171, section 314 (2) and (3), as well as the adoption of resolutions to the effect that certain types of business transactions may only be implemented with the consent of the supervisory board, may not be transferred to a committee instead of the supervisory board. Reports on the work done by the committees are to be submitted to the supervisory board on a regular basis.
(4) The supervisory board of a company that is a public-interest entity as defined in section 316a sentence 2 of the Commercial Code is to institute an audit committee within the meaning of subsection (3) sentence 2. Where the supervisory board consists of no more than three members, it will also be the audit committee. The audit committee must meet the pre-requisites set out in section 100 (5). Each member of the audit committee may obtain information, via the committee chairperson, directly from the heads of those corporate units of the company that are responsible within the company for those tasks that are within the remit of the audit committee in accordance with subsection (3) sentence 2. The committee chairperson is to inform all members of the audit committee of the information so obtained. Where information is obtained in accordance with sentence 4, the management board is to be informed of this fact without undue delay.