(1) The management board is to conduct the company’s affairs on its own responsibility.
(2) The management board may consist of one or several persons. In the case of companies having a capital stock of more than three million euros, the management board is to be comprised of at least two persons unless the by-laws stipulate that it is to consist of one person. The provisions governing the appointment of a member of the board responsible for human resources and social welfare matters (Arbeitsdirektor) remain unaffected.
(3) Solely a natural person having legal capacity without any restrictions may be a member of the management board. No-one may be a member of the management board
1. who, as a person under custodianship as concerns matters of their property, is subject wholly or in part to a reservation of consent (section 1825 of the Civil Code);
2. who, based on a court ruling or an enforceable decision by an administrative authority, is prohibited from exercising a profession, a professional activity, a trade or commercial activities, inasmuch as the purpose of the stock corporation corresponds, as a whole or in part, to the subject matter addressed by the prohibition;
3. who has been convicted for one or several criminal offences committed intentionally and consisting of any of the following:
a) failure to file the application for insolvency proceedings to be opened (delay in filing a petition for insolvency),
b) criminal offences pursuant to sections 283 to 283d of the Criminal Code (Strafgesetzbuch – StGB) (insolvency offences),
c) provision of false information pursuant to section 399 of the present Act or section 82 of the Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – GmbHG),
d) false representation of facts pursuant to section 400, section 331 of the Commercial Code, section 346 of the Transformation Act or section 17 of the Act on the Financial Accounting by Certain Enterprises and Corporate Groups (Publizitätsgesetz – PublG), or
e) who has been convicted pursuant to sections 263 to 264a or sections 265b to 266a of the Criminal Code to imprisonment of at least one year;
this disqualification will apply for the duration of five years from the date on which the corresponding judgment has become final and binding; in this context, that period is not included in the computation for which the perpetrator was detained in an institution upon the order of governmental authorities.
Sentence 2 no. 2 applies accordingly if the person is subject to a comparable prohibition in another Member State of the European Union or in another state party to the Agreement creating the European Economic Area. Sentence 2 no. 3 applies accordingly in the case of a conviction being handed down abroad for an offence that is comparable to the offences set out in no. 3 of sentence 2.
(3a) Where the management board of listed companies, to which the Employee Co-determination Act (Mitbestimmungsgesetz – MitbestG), the Act on the Co-determination by Employees in the Supervisory Boards and Management Boards of Mining Enterprises and Enterprises in the Iron and Steel Producing Industry (Gesetz über die Mitbestimmung der Arbeitnehmer in den Aufsichtsräten und Vorständen der Unternehmen des Bergbaus und der Eisen und Stahl erzeugenden Industrie – MontanMitbestG), in the adjusted version published in the Federal Law Gazette III, classification number 801-2 – (Act on Co-determination in the Coal, Iron and Steel Industry) – or the Act Supplementing the Act on the Co-determination by Employees in the Supervisory Boards and Management Boards of Mining Enterprises and Enterprises in the Iron and Steel Producing Industry (Gesetz zur Ergänzung des Gesetzes über die Mitbestimmung der Arbeitnehmer in den Aufsichtsräten und Vorständen der Unternehmen des Bergbaus und der Eisen und Stahl erzeugenden Industrie– MontanMitbestErgG) in the adjusted version published in the Federal Law Gazette III, classification number 801-3 (Supplementary Co-determination Act) applies, consists of more than three persons, at least one woman and at least one man must be a member of the management board. An appointment of a member of the management board in violation of this requirement as to gender participation is null and void.
(4) The management board of listed companies or companies that are subject to co-determination rights stipulates target values for the share of women working in positions at the first and second management levels below the management board. The target values must describe the share of women at the respective management level and must correspond, where percentages are cited, to full numbers of persons. Where the management board stipulates the target value “zero” for the share of women at either of the management levels, 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.