Management or supervisory body of the exchange operator

(1) The members of the management or supervisory body of the exchange operator must be reliable, must possess the expertise required to perform the control function and to assess and monitor the business conducted by the respective undertaking, and must devote sufficient time to the performance of their tasks. In examining whether a person named in the first sentence possesses the required expertise, the nature, scope and complexity of the exchange operator must be taken into account.
(2) The management or supervisory body must, as a whole, have the knowledge, skills and experience necessary to perform the control function and to assess and monitor the Management. Each member must act with honesty, integrity and independence of mind to be able to assess and, where necessary, challenge the decisions of the Management, and to effectively monitor decision-making. The provisions of the co-determination acts on the election and removal of employee representatives in the management or supervisory body remain unaffected.
(3) The management or supervisory body has, in particular, the task of monitoring whether corporate governance arrangements exist and are complied with that ensure effective and prudent management, and in particular provide for a separation of duties within the organisation and the prevention of conflicts of interest. This must be done in a way that promotes the integrity of the market. The management or supervisory body must take appropriate steps, where applicable, to remedy any deficiencies found.
(4) In determining the number of management or supervisory mandates a member of the management or supervisory body may hold at the same time, the individual case and the nature, scope and complexity of the exchange operator's business must be taken into account. A member of the management or supervisory body of an exchange operator that is of considerable importance on account of its size, its internal organisation and the nature, scope and complexity of its business, may not be
1. a person who is a manager at another undertaking and is at the same time a member of the management or supervisory body of more than two undertakings, or
2. a person who is a member of the management or supervisory body of more than four undertakings. Several mandates count as one mandate where the mandates are held at undertakings
1. belonging to the same group within the meaning of Article 2, point 11 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, or
2. in which the exchange operator holds a significant holding within the meaning of section 1(9) of the Banking Act. Mandates as manager of an exchange or as member of an Exchange Council, and mandates at organisations and undertakings that do not predominantly pursue commercial objectives, in particular undertakings serving municipal public services, are not taken into account among the mandates permitted at most. The exchange supervisory authority may, having regard to the circumstances of the individual case, permit a member of the management or supervisory body of the exchange operator to hold an additional mandate in a management or supervisory body, where this does not prevent the member from devoting sufficient time to the performance of their tasks at the exchange operator.
(5) The management or supervisory body of an exchange operator that is of considerable importance on account of its size, its internal organisation and the nature, scope and complexity of its business must appoint a nomination committee from among its members. The nomination committee supports the management or supervisory body in
1. identifying candidates to fill a vacancy on the management or supervisory body and in the Management, and preparing proposals for the election of their members; in doing so it must ensure that the knowledge, skills and experience of all members of the body concerned are diverse and balanced, draft a description of the role and a candidate profile, and state the time commitment expected;
2. developing a strategy for promoting representation of the underrepresented gender on the management or supervisory body and for promoting diversity, in order to achieve a broad range of qualities and competences among its members;
3. periodically, and at least annually, assessing the structure, size, composition and performance of the Management and the management or supervisory body, and formulating recommendations to the management or supervisory body for improvements;
4. periodically, and at least annually, assessing the knowledge, skills and experience both of the individual managers and of the individual members of the management or supervisory body, and of the respective body as a whole; and
5. reviewing the policy of the management or supervisory body for the selection and appointment of managers and making recommendations to the management or supervisory body in that regard. In performing its tasks the nomination committee must in particular ensure that decision-making within the Management or the management or supervisory body is not unduly influenced by individual persons or groups in a manner detrimental to the interests of the exchange operator as a whole. It may draw on whatever resources it deems appropriate for performing its tasks, including external advice. To that end it should receive appropriate funding from the undertaking.