Management board, supervisory board

(1) The management board of an investment stock corporation with fixed capital consists of at least two persons. It is obliged to 1. act, in the exercise of its activity, exclusively in the interest of the shareholders and of market integrity, 2. exercise its activity with the requisite skill, care, and diligence in the best interest of the assets managed by it and of market integrity, and 3. endeavour to avoid conflicts of interest, and, where these cannot be avoided, ensure that unavoidable conflicts are resolved with due regard to the interests of shareholders. The management board must act independently of the depositary in performing its tasks.
(2) The members of the management board of the investment stock corporation with fixed capital must be reliable and have the professional suitability required for managing the investment stock corporation with fixed capital, including with regard to the nature of the investment stock corporation's object of undertaking. The appointment and departure of members of the management board must be notified to the Federal Institute without delay.
(3) The character and expertise of the members of the supervisory board must offer assurance that the interests of shareholders are safeguarded. Section 18(3) applies correspondingly to the composition of the supervisory board. The appointment and departure of members of the supervisory board must be notified to the Federal Institute without delay. The first and third sentences do not apply to supervisory board members elected as employee representatives under the provisions of the co-determination Acts.
(4) Members of the management board or the supervisory board of the investment stock corporation with fixed capital may neither sell assets to the investment stock corporation nor acquire assets from it. This does not cover the acquisition and disposal of shares of the investment stock corporation with fixed capital by members of the management board and the supervisory board.
(5) The Federal Institute may require the removal of the management board or of members of the management board, and may prohibit them from exercising their activity, where 1. facts exist showing that the management board or members of the management board are not reliable, or do not have the professional suitability required for management under subsection (2), or 2. the management board or members of the management board persistently infringe the provisions of this Act or of the Anti-Money Laundering Act.