GERMANY Law and Practice Contributed by: Eva Nase and Kay-Uwe Neumann, POELLATH
Composition of Supervisory Boards In AGs, SEs and KGaAs that are parity code - termined and listed on a stock exchange, the supervisory board (or, in the case of a single- tier system SE, the administrative board) must be composed of at least 30% women and at least 30% men. The minimum percentage must be complied with by the shareholder and employee representatives on the board in its entirety. Furthermore, corporations that need to fulfil the aforementioned gender criteria must include information on whether the company has complied with the portion requirements for the appointment of women and men as supervisory board members in their declaration on corporate governance. With respect to the supervisory board of an AG, and a two-tier system SE or an administrative board of a single-tier system SE, that is listed on a stock exchange or codetermined, the super - visory board must also set a target for women on the supervisory board as well as deadlines by when such a target is to be achieved. With regard to a target of zero or below 30%, the same applies to the supervisory board as to the management board as described above. At least one member of the supervisory board must have expertise in the field of accounting and at least one other member of the supervi - sory board must have expertise in the field of auditing. Sufficient expertise can, for example, be assumed for: • financial directors; • expert employees from the fields of account - ing and controlling analysts; and • long-standing members of audit committees or works council members who have acquired this ability in the course of their work through further training.
The DCGK recommends, among other matters, that the supervisory board determines concrete objectives regarding its composition and pre - pares a profile of skill and expertise for the entire board while taking diversity into account. The profile of skill and expertise shall also comprise expertise regarding sustainability issues. It is recommended that both are taken into account for the supervisory board’s proposals to the general meeting. The DCGK further rec - ommends that a certain number of members of the supervisory board as well as certain mem - bers – eg, the chairperson – are independent (see 4.5 Rules/Requirements Concerning Inde- pendence of Directors ). The implementation status of the objectives and the profile of skill and expertise as well as the number of inde - pendent members deemed to be appropriate by the supervisory board are to be disclosed in the corporate governance report in the form of a qualification matrix. 4.4 Appointment and Removal of Directors/Officers In an AG and an SE, the respective supervisory or administrative board is responsible for appoint - ing and generally dismissing the members of the management board or the managing directors. The maximum term of office is five years in an AG and six years in an SE; a reappointment or extension is principally permitted. The members of the supervisory and administra - tive board are appointed by the general meeting, for a maximum term of office of approximately five years in an AG and six years in an SE. Reap - pointment is permitted. Dismissal could hap - pen by resolution of the general meeting with a majority of at least three quarters of the votes cast, unless the articles of association provide otherwise. Employee representatives on the
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