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The Managing Board

Article 8 Duties of the Management Board, Number of Members,
Rights of the Chairman

  1. The Management Board shall, under its own responsibility, manage the Company in accordance with the statutory provisions, the Articles of Association and its by-laws as approved by the Supervisory Board, in such manner as the benefit of the Company requires, taking into consideration the interests of the shareholders and the employees as well as the public interest. Pursuing appropriate social, scientific and cultural projects and aims also serves the Company's benefit.
  2. When managing the Company's business the Management Board members shall apply the due diligence of a prudent and conscientious manager. Where a Management Board member is not guided by inappropriate interests when making an entrepreneurial decision and may assume on the basis of appropriate information that he acts for the Company's benefit this shall be deemed no breach of duty. When doing so not only merely financial but, in particular, also appropriate social and scientific or cultural aspects may be taken into account.
  3. The Management Board shall consist of at least three, at most eight members. The appointment of deputy members of the Management Board shall be permitted. If a member of the Management Board has been appointed chairman of the Management Board, such member shall have the casting vote in case of a tie.

 

Article 9 Representation, Signing Authority

  1. The Management Board shall represent the Company both in and out of court.
  2. Two members of the Management Board jointly or one member of the Management Board together with a "Prokurist" (individual with special powers of attorney vested in him/her by statutory provisions) are authorized to issue declarations of intent and sign for the Company. Subject to the statutory conditions and limitations, two "Prokuristen" each are also authorized to jointly issue declarations of intent and sign for the Company. Any granting of single representation authority for the entire business shall be excluded.

 

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