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Managing Board
Article 241
- (1)
- The joint stock company shall be managed by a managing board which shall act under the control of a supervisory board.
- (2)
- The members of the managing board shall be appointed by the supervisory board, which shall determine their remuneration and shall have the right to recall them at any moment.
- (3)
- No person may simultaneously serve on both the managing board and the supervisory board of one company.
- (4)
- The number of members of the managing board shall be determined by the by-laws, but may not exceed nine.
- (5)
- The rules of procedure of the managing board shall be approved by the supervisory board.
Supervisory Board
Article 242
- (1)
- The supervisory board may not take part in the management of the company. The supervisory board shall represent the company only in its relationship with the managing board.
- (2)
- The members of the supervisory board shall be appointed by the general meeting. Their number may be from three to seven persons.
- (3)
- The supervisory board shall adopt its own rules of procedure and shall appoint a chairman and vice chairman from among its members.
- (4)
- The chairman shall call meetings of the supervisory board on his own initiative, as well as upon request by the members of the supervisory board or the members of the managing board.
Reporting and Supervision
Article 243
- (1)
- The managing board shall report on its activity to the supervisory board at least once every three months.
- (2)
- The managing board shall immediately inform the chairman of the supervisory board of all circumstances which have arisen which are material to the company.
- (3)
- The supervisory board may at any time require that the managing board provide information or a report on any matter concerning the company.
- (4)
- The supervisory board may carry out any necessary investigations in performance of its duties. For purposes of such investigation it may employ the services of experts.
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