(1) The supervisory board is to supervise the management board.
(2) The supervisory board may inspect and audit the books and records of the company as well as its assets, particularly the company’s cash and the inventory of securities and goods. It may also instruct individual members to perform these tasks, or may commission special experts for certain tasks. The supervisory board instructs the statutory auditor to audit the annual financial statements and the consolidated financial statements pursuant to section 290 of the Commercial Code. Moreover, the supervisory board may instruct that an external audit be performed of the substance of the non-financial statement or of the separate non-financial report (section 289b of the Commercial Code), or of the consolidated non-financial statement or the separate consolidated non-financial report (section 315b of the Commercial Code).
(3) The supervisory board is to convene a general meeting where this is required by the company’s best interests. It suffices for the corresponding resolution to be adopted by a simple majority.
(4) The measures to be taken by the management may not be transferred to the supervisory board. However, it is to be determined in the by-laws or by the supervisory board that certain types of business transactions may be implemented only with the supervisory board’s consent. Where the supervisory board refuses to grant such consent, the management board may demand that the general meeting adopt a resolution concerning such consent. The resolution by which the general meeting grants its consent requires a majority of at least three quarters of the votes cast. The by-laws may neither stipulate a greater majority ratio, nor may they impose further requirements.
(5) The supervisory boards of listed companies or companies that are subject to co-determination rights stipulate target values for the share of women sitting on the supervisory board and the management board. The target values must describe the share of women targeted for the body respectively concerned and must correspond, where percentages are cited, to full numbers of persons. Where the supervisory board stipulates the target value “zero” for the share of women sitting on the supervisory board or management board, it is to provide the reasons on which this resolution is based in clear and understandable terms. The reasoning must present the details of the deliberations on which the decision is based. Where the share of women is lower than 30 per cent at the time the target values are laid down, the target values stipulated no longer may be lower than the share respectively attained. Concurrently, time limits are to be set within which the target values are to be attained. In each case, the time limits may not be longer than five years. If the requirement as to the minimum ratio pursuant to section 96 (2) or (3) already applies to the supervisory board, the stipulations are to be made solely for the management board. If the requirement as to gender participation stipulated by section 76 (3a) applies to the management board, then the duty to set a target value for the management board likewise will lapse.
(6) The members of the supervisory board may not have others perform the tasks incumbent on them.