Group Management

1. Appointment

The Group Management consists of the Chief Executive Officer („CEO“), the Chief Financial Officer („CFO“) and, as the case may be, of further persons as appointed by the Board.

2. Responsibilities and Duties

2.1. Unless the pertinent law or the Articles of Incorporation provide otherwise, the CEO is responsible for the management of the HOLDING and the Group.

2.2. The CEO with delegated authority shall, in particular, have the following responsibilities and duties:
a) day-to-day management, organization and supervision of the business of the HOLDING and the Group;
b) initiation of legal proceedings and the settlement of disputes, with the exception of collection of outstanding debts against customers and labor law proceedings;
c) motion to the Board on the appointment of managers, holders of procuration and other commercial powers of attorney of the HOLDING;
d) organization, management and supervision of the activities of the persons mentioned in preceding para. 2.2/c), including ascertainment of an efficient reporting;
e) organization, management and supervision of the accounting, controlling and financial planning of the HOLDING and the Group;
f) preparation of the resolutions of the Board with respect to the duties mentioned in para. III/1.3 supra;
g) periodic reporting to the Board pursuant to para. V/3; and
h) organization, management and supervision of strategic initiatives, including, but not limited to business opportunities and acquisitions.

2.3. The following business matters require the approval of the Board:
a) upon the proposal of the Compensation and Human Resources Committee, determination of the salary and bonus budget of the HOLDING and of the major Group companies except for the Group Management;
b) upon recommendation of the CHRC propose to the Shareholders’ Meeting the submission of maximum compensation amounts for the Group Management;
c) purchase and sale of real estate or equivalent transactions;
d) granting of loans by the HOLDING to third persons or members of the Group Management;
e) granting of any kind of guarantees by the HOLDING to third persons or members of the Group Management;
f) credit arrangements, including acceptance of bills of exchange and short-term borrowings;
g) acquisition, sale, merger or similar transactions of a participation exceeding 5 percent of the capital stock of another company;
h) transactions in the HOLDING 's own shares;
i) conclusion of joint venture and cooperation agreements;
j) sale of parts of the HOLDING or the Group’s business;
k) further regulations according to the Corporate Internal Authorization Matrix.

2.4. The Board may, from time to time, convey further responsibilities and duties to the Group
Management.

3. Reporting

The Group Management shall report to the Board periodically without specific demand (but at least quarterly) thereby furnishing the Board with all relevant information regarding the business of the HOLDING and the Group and the performance of his responsibilities and duties. Reports can be made in writing to all members of the Board or orally at a Board meeting. Reports shall be supplemented by the necessary documentation.
On a monthly basis, the Group Management shall distribute to the members of the Board documents evidencing the financial situation of the HOLDING and the Group (in particular the balance sheet, the profit and loss statement, a budget comparison and a cash-flow statement). It shall on his own initiative report unexpected financial commitments or losses of assets.

Apart from the regular reports, the Group Management shall immediately inform the Chairperson of all events which have or may have a substantial impact upon the business or the financial situation of the HOLDING or the Group. In particular, the Group Management must report on the following events without delay:

• envisioned changes in the management of the HOLDING or the Group;
• events substantially deteriorating, or threatening to substantially deteriorate, the financial or reputational situation of the HOLDING or the Group, in particular, threatened legal actions, a situation whereby half the capital is no longer covered by assets or if the liabilities of the Holding exceed its assets, and;
• observation of substantial irregularities in the management of the HOLDING  or the Group at any level;
• any other urgent and material matter.