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Basic approach
As a general guideline, voting rights must be exercised in
accordance with the long-term interests of the public limited
company and its shareholders.
Annual report
This shall only be rejected if serious shortcomings are known
about, but are not reported.
Consolidated financial statements
and annual financial statements
These shall only be rejected if the Group auditors and/or
the statutory auditors have expressed serious reservations.
Discharge
Discharge shall be refused if the Board of Directors and/or
the Executive Board can be accused of serious shortcomings,
or if failures persist for some time. Individual members of
the Board of Directors or the Executive Board shall be refused
discharge if they carry personal responsibility.
Appropriation of net income, dividends
The application by the Board of Directors shall generally
be approved. It must be rejected if it fails to conform with
the interests of the public limited company and the shareholders.
Applications by shareholders shall be approved if they conform
more closely with the interests of the public limited company
and the shareholders. An application for a waiver of dividend
must always be rejected if it is associated with an application
for a reduction of the share capital, which weakens the structure
of the shareholders' equity.
Election of the Board of Directors
The suitability of candidates for election or re-election
for a post on the Board of Directors of the company concerned
must be assessed.
Candidates for re-election may be refused
if they have already served a term of office of 12 years.
Candidates for election or re-election must
be refused if they are also members of the Executive Board,
or if they exercise a number of duties or hold a number of
offices, with the result that their availability may be compromised,
or if ties are established between companies through cross-mandates.
Deselection of Directors
An application for deselection of the entire Board of Directors
or of individual members thereof shall only be approved provided
the criteria for refusal of discharge are met or if the purpose
of the application for deselection of a single member is to
separate membership of the Board of Directors and the Executive
Board.
Election of the statutory auditors
The application by the Board of Directors shall be approved
unless the statutory auditors are proven to have committed
concrete errors, or if there is a risk of serious conflicts
of interest, which jeopardise the independent exercise of
the audit mandate.
Amendments and additions to the Articles
of Association
Applications by the Board of Directors shall generally be
approved. They shall be rejected if they:
a) lead to a restriction of shareholders'
rights;
b) jeopardise the equal treatment of shareholders or create
voting shares;
c) create too much approved capital or authorised and unissued
capital compared to the registered share capital, with the
result that shareholders' subscription rights or advance
subscription rights are suspended or significantly restricted;
d) create authorised and unissued capital to supply option
plans, the conditions of which violate shareholders'
interests, are not explained to shareholders in advance or
are capable of being altered in favour of the optionholders;
e) bring about a reduction in the share capital as a result
of a capital repayment or the cancellation of shares, which
leads to an unacceptable deterioration in the capital structure,
despite any waiver of dividend applied for at the same time;
f) restrict or reduce the information content or the volume
of information;
g) block a takeover in an unacceptable manner;
h) impair the social and environmental strategy of the company
and thereby damage its reputation and long-term competitiveness.
Applications by shareholders are generally
approved if they:
a) propose provisions which improve shareholders'
rights;
b) are intended to remove provisions which impair the equal
treatment of shareholders;
c) are intended to cancel voting shares;
d) make it difficult or prohibit for members of the Executive
Board to become members of the Board of Directors;
e) increase or improve the information content or the volume
of information;
f) eliminate unacceptable obstacles to takeovers;
g) improve the social and environmental strategy of the company
and thereby strengthen its reputation and competitiveness.
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