The supervisory board (Aufsichtsrat) is mandatory for an AG. It
controls and supervises the board of management, but may not
participate in the corporation’s day-to-day management.
It may,however, determine that certain categories of transactions are
subject to its approval. If the approval is denied, the board of
management may appeal the decision to the shareholders. The
supervisory board consists of a minimum of three members with
a total number of members that must be divisible by three. In
an AG with a registered share capital of more than € 10 million,
the maximum number is 21 members.
Except for employee representatives, whose appointment is governed by special
provisions, the members of the supervisory board are elected by
shareholder resolution for a term not to exceed fve years as set
forth in the articles or in the resolution of appointment. A right to
appoint members to the supervisory board (Entsenderecht) may
be granted by the articles of association to specifc shareholders
or to the holders of specifc shares. Members can be dismissed
only by court order, by a 75% majority of votes cast in a general
meeting of shareholders, or by a shareholder with the right to
appoint the member in question.
Members may also be recalled
by a simple majority of shareholder votes if they cease to meet
the requirements specifed in the articles and main functions of
the supervisory board.