Board of directors of the operating company under the articles of association
The board of directors of the operating company under the articles of association is the body in control of the company. It is a collegiate body.
Accordingly, the board of directors is responsible for determining the company's corporate strategy, based on accruing long-term value, monitoring the management by the effective managers or managing directors and also the day-to-day activities in the company and its subsidiaries. The board must therefore verify whether risks have been properly assessed and monitor the risk management by making regular, rigorous checks.
The board of directors has a supervisory as well as an advisory role, in the interest of the business, the company and its shareholders. The board of directors acts as a collegiate body with joint responsibility without a mandate and independent from the particular interests involved in the company.
The board of directors consists of at least four people, of whom:
- One or more directors can be executive directors, up to a maximum of half of the total number of directors. In other words, they can also perform an operational function within the company; - at least three directors must qualify as 'independent', within the meaning of Article 526 of the Company Code and of Annex A to the Corporate Governance Code.
Two of the directors are appointed to be managing directors and are in charge of the day-to-day management of the company. Together, they form the executive management, as the effective leaders within the meaning of the RREC Act. The managing directors cannot act as chairman of the board of directors. The managing directors are supported in their duties by the other executive director(s) and by a compact management organisation.
The board of directors decided not to set up a management committee, within the meaning of the company code.