Managed by one or more directors

Both the AG and the GmbH are managed by one or more directors. The
directors of an AG meet as a board (Vorstand), take decisions collectively and
record their meetings in board minutes. The directors of a GmbH (Geschäfts-
führer) meet informally and take decisions collectively or on their sole
responsibility as determined in standing procedures established by the
shareholders. Often, the directors of both types of company are individually
responsible for specified fields under the overall control of a chairman of the
board (AG) or of the senior director or general manager (of the GmbH).

Either form of company must appoint a second director as “labour director”
with special responsibility for all employment matters where the employees
regularly exceed 2,000. These companies will therefore always have at least two
directors.