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Article 2.
Composition, expertise and independence of the Audit
Committee.
2.1. The Audit Committee shall consist of
two members, one Chairman and one member, chosen among
Supervisory Board members and appointed by the Supervisory
Board.
2.2. Without prejudice to article 3 paragraph
3 of the Supervisory Board's rules, the following
requirements must be observed in composing the Audit
Committee:
a) at least one of its members must have relevant
expertise in financial administration and accounting
for listed companies or other large companies;
b) each of its members must be independent within
the meaning of article 3 paragraph 3 under d) of the
Supervisory Board's rules, with the exception of no
more than one member;
c) neither the Chairman of the Supervisory Board nor
any of the (former) members of the Board of Management,
may (simultaneously) be the Chairman of the Audit
Committee.
Article 3.
Chairman.
Subject to article 2 of these Rules, the Supervisory
Board shall appoint one of the committee members as
Chairman. The Chairman shall be primarily responsible
for the proper functioning of the Audit Committee.
He/she shall act as the spokesman of the Audit Committee
and shall be the main contact for the Supervisory
Board.
Article 4.
Audit Committee meetings (agenda, attendance, minutes).
4.1. The Audit Committee will hold at least
two (2) meetings per year and whenever one or more
of its members have requested a meeting. Audit Committee
meetings are generally held at the offices of the
Company, but may also take place elsewhere.
4.2. The external auditor of the Company may
ask the Chairman of the Audit Committee to be present
at Audit Committee meetings.
The Audit Committee will at least once a year hold
a meeting with the external auditor of the Company
without any the Company's members of the Board of
Management or internal auditors being present. Subject
to the preceding sentence, the Audit Committee shall
decide if and when the Chief Executive Officer, the
Chief Financial Officer, the external auditor of the
Company or the internal auditor of the Company will
be present at its meetings.
4.3. Audit Committee meetings shall be convened
by the member(s) requesting the meeting. Where this
is practically possible, notices convening a meeting
and the agenda of items to be considered and discussed
therein shall be dispatched 7 working days before
the meeting and sent to each member of the Audit Committee.
4.4. Minutes of the meeting shall be prepared
by the secretary of the meeting. They shall generally
be adopted in the next meeting. If all members of
the committee agree on the contents of the minutes
they may be adopted earlier. The minutes shall be
signed for adoption by the Chairman and shall be dispatched
to all members of the Supervisory Board as soon as
practically possible.
Article 5.
Supervisory Board´s rules applicable.
Article 1 paragraphs 1 and 2, article 10 paragraphs
1 and 2, article 16 and article 17 of the Supervisory
Board´s rules shall apply mutatis mutandis to these
rules.
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