The Board of Directors appoints a Vice Chairman from its own members. The Board of Directors appoints a secretary who need not be a member of the Board of Directors. The Board of Directors meets as often as necessary to perform its duties but at least four times a year. The meetings usually last half a day. Four meetings were convened during the year under review. The Board of Directors constitutes a quorum when an absolute majority of its members is present. Board resolutions and elections are decided in accordance with the internal rules and regulations by an absolute majority of the votes cast. In the event of a tie vote, the Chairman has the casting vote. Decisions by way of circular letter need to be passed by a majority of all members of the Board of Directors. The Board of Directors can delegate some of its duties to committees.
The standing committees are as follows:
Chairman Committee (CC) and Audit Committee (AC).
Chairman Committee (CC)
The CC comprises a chairman and at least two other members of the Board of Directors. The Chairman of the Board of Directors is the Chairman of the CC. The CC exercises the functions of the Board of Directors and its other committees during the interim between meetings. The CC is also responsible for authorizing certain risk limits. The CEO and/or CFO as well as other people attend the meetings of the CC upon request. Three meetings were held during the year under review.
Audit Committee (AC)
The AC examines whether all systems created to monitor compliance with legal and statutory provisions are appropriate and whether they are being applied properly. It reports to the Board of Directors and makes recommendations to the same. The AC also monitors and evaluates the integrity of the financial results, internal controls, the effectiveness of the external auditor and the Internal Audit Office as well as risk management and compliance, taking into consideration the risk profile of Bellevue Group. It guides and monitors the activities of the Internal Audit, maintains Board level contact with the external auditors and monitors their performance and independence as well as their collaboration with the Internal Audit. A majority of the members of the AC are independent. The AC meets for about half a day at least four times a year. Four meetings were held during the year under review.
Internal Audit Office
The company PEQ GmbH has been assigned the function of Internal Audit Office by the Board of Directors since the 2008 fiscal year. KPMG held this mandate until the end of 2007. The Internal Audit helps the Board of Directors to exercise its statutory supervisory duties within Bellevue Group and it performs the audit functions assigned to it. It has an unlimited right of inspection within all Group companies and may inspect any and all business documents at any time. The Internal Audit coordinates its activities with the external auditors and reports directly to the Chairman of the Board of Directors.