Election Of Shareholders’ Members : Germany

The shareholders’ members of the supervisory board are elected at the firm’s shareholders’ meeting (the “Hauptversamm-lung” in the case of stock corporations, the “Gesell-schafterversammlung” in the case of limited liability companies).

Election of the chairman. At the inaugural meeting of the supervisory board, the members elect the chairman and vice-chairman. Both must be elected by a two-thirds majority of the members of the supervisory board. If this requisite majority is not attained, a second vote is taken in which the shareholders’ members elect the chairman and the employees’ members elect the vice-chairman.

The management board. The supervisory board appoints the members of the management board and may also revoke their appointment. Here, too, a two-thirds majority is necessary; otherwise a mediation committee is appointed. Should this, too, fail to produce an absolute majority, a second ballot is taken in which the chairman of the supervisory board has a casting vote.A personnel director with equal rights is chosen according to the same procedure. The personnel director is chiefly concerned with personnel and social affairs.