Boards and Committees
Management Board
The Management Board of Fresenius SE manages the company on its own responsibility and conducts its business. Its actions and decisions are guided by the interests of the company. The Management Board consists of at least two persons. The Supervisory Board may determine a larger number. The Management Board is appointed by the Supervisory Board for a maximum term of office of five years. The Management Board may be reappointed.
Resolutions of the Management Board are passed by a simple majority of votes unless a different majority is required by law. If a Chairman of the Management Board is appointed, the Chairman has the casting vote if a vote is tied.
The Management Board reports to the Supervisory Board in a regular, timely and comprehensive manner on the development of business, the business planning both of the Group and of the individual segments and significant events. The Management Board also informs the Supervisory Board regularly on the Group risk management and coordinates the company's strategic direction with the Supervisory Board.
Supervisory Board
The Supervisory Board of Fresenius SE appoints the members of the Management Board and advises and supervises them. The Supervisory Board of Fresenius SE has 12 members who are appointed by the Annual General Meeting. Of the 12 members, six members are to be appointed upon proposal of the employees. The Annual General Meeting is bound to the proposal for the appointment of the employee representatives.
Committees
The Supervisory Board of Fresenius SE has formed three committees.
Audit Committee
The Audit Committee’s function is to prepare the Supervisory Board’s approval of the financial statements and the consolidated financial statements, review the quarterly reports and – following discussion with the Management Board – appoint the auditor for the financial statements and agree the auditor’s fees.
Personnel Committee
The Personnel Committee is responsible for approving the employment terms of members of the Management Board.
Nomination Committee
The nomination committee is composed exclusively of shareholder representatives which proposes suitable candidates to the Supervisory Board for recommendation to the Annual General Meeting.