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Committees - Supervisory Board

Excerpt from the rules of procedure of the Supervisory Board concerning the installation of committees and their decision-making power (C rule 38, ÖCGK)



§ 9

 

  1. The Supervisory Board may form committees for special duties from among its members by decision, unless these duties shall be performed by all members of the Supervisory Board by law, the articles of association or these rules of procedure.

  2. Each committee must have at least 3 members, including 1 member of the Supervisory Board executive committee (Präsidium) (committee for Management Board affairs). A committee shall form a quorum if at least three committee members, including one member of the Supervisory Board executive committee, are present.

  3. Resolutions shall be governed by § 5 hereof by analogy (see below). If, for any reason whatsoever, a committee does not adopt a resolution, the matter shall be submitted to all members of the Supervisory Board and the latter shall deliberate that matter immediately and at the latest at its next meeting.

  4. A personnel committee which is only composed of the Supervisory Board executive committee shall be installed for personnel affairs regarding the Management Board ("Committee for Management Board Affairs").

 

§ 5

 

  1. The Supervisory Board shall usually adopt its resolutions at meetings. It shall form a quorum if at least three members, including the chairman or a deputy chairman, are present. An incapacitated member may grant written proxy to another member to represent him/her at individual meetings; the represented member shall not be counted for purposes of establishing whether a meeting quorates. The right to chair a meeting may not be assigned.

  2. The Supervisory Board adopts its resolutions by simple majority of the members present or represented.

  3. In case of a tie, the chairman of the meeting shall have a casting vote. Dissenting votes shall be recorded in the minutes.