Role of the Supervisory Board

Role of the Supervisory Board

The Supervisory Board is responsible for supervising the Board of Management and the general course of affairs of the Company and its related enterprise and supporting the Board of Management with advice. The Supervisory Board is guided in the performance of its task by the interests of the Company and its related entities. The Board of Management provides the Supervisory Board in good time with all information needed to perform its task. The responsibilities, duties and procedures of the Supervisory Board are defined in the Articles of Association of Draka Holding and in the charter of the Supervisory Board.

Members of the Supervisory Board are appointed by the General Meeting on the recommendation of the Supervisory Board. The General Meeting and Central Works Council may nominate candidates for appointment to the Supervisory Board. The Central Works Council may nominate one-third of the candidates for appointment to the Supervisory Board. The Supervisory Board will place the Central Works Council’s nominee on the list of candidates unless the Supervisory Board objects to that nomination on the grounds that the nominee would not, in its view, be capable of properly performing the duties of a member of the Supervisory Board or if, as a result of the nominee’s appointment, the Supervisory Board would no longer have the desired composition.

The composition of the Supervisory Board takes into account the nature of the Company and its activities and the expertise and background desired of its members. All new members of the Supervisory Board are given an induction course following their appointment. The Supervisory Board’s resignation schedule is drawn up in accordance with the principles embodied in the Code and is designed to avoid too many resignations arising at the same time. The Supervisory Board of Draka Holding currently consists of five members.