The executive bodies of K+S Aktiengesellschaft
Supervisory Board
The rights and duties of the Supervisory Board are laid down in the German Stock Corporation Act, the Codetermination Act and the Company's Articles of Association. The internal organization of the Supervisory Board is determined by its bylaws. It also contains rules governing the relationship between the Board of Executive Directors and the Supervisory Board.
The Supervisory Board appoints the Board of Executive Directors, monitors and advises it in the conduct of business. It is to be involved in decisions of fundamental importance for the company and, together with the Board of Executive Directors, ensures long-term succession planning. Other tasks include auditing the annual financial statements and management reports and reporting on them to the Annual General Meeting. Proposals for the election of shareholder representatives at the Annual General Meeting are also among the tasks of the Supervisory Board.
The K+S Supervisory Board consists of 16 members and, in accordance with the German Codetermination Act, is made up of equal numbers of shareholder and employee representatives.
Board of Executive Directors
The Board of Executive Directors is responsible for the management of the Company, in particular for the strategic orientation of the Company and for the internal control and risk management system. In addition, the Board of Executive Directors represents the Company in court and in dealings with third parties.
The rights and duties of the Board of Executive Directors are laid down in the German Stock Corporation Act, the Company's Articles of Association and the service contracts of the members of the Board of Executive Directors, which are supplemented by the Supervisory Board's approval catalogue as well as the statutory reporting and information duties defined by the Supervisory Board. The internal organization of the Board of Executive Directors is laid down in its bylaws. These contain rules that define the areas of responsibility of the entire Board of Executive Directors, the Chairman and the individual members of the Board of Executive Directors. It also contains rules governing the meetings of the Board of Executive Directors.
The Board of Executive Directors informs the Supervisory Board regularly, promptly and comprehensively about all issues of relevance to the Company as a whole relating to corporate strategy, planning, business development, the financial position and results of operations, as well as special entrepreneurial risks and opportunities. Important decisions require the approval of the Supervisory Board.
Annual General Meeting
The shareholders exercise their rights at the Annual General Meeting and exercise their voting rights there. The voting right gives the shareholder the right to participate in the resolution of the Annual General Meeting.
In principle, each share grants the same voting right: "one share, one vote". Shareholders who are unable to attend the Annual General Meeting or who leave the Annual General Meeting before voting commences have the option of having their voting rights exercised by a proxy of their choice or by a company proxy acting in accordance with their instructions.
The Board of Executive Directors of K+S AG submits the annual financial statements and the consolidated financial statements to the Annual General Meeting. The Annual General Meeting decides on the appropriation of profits and the discharge of the Board of Executive Directors and the Supervisory Board, elects the shareholder representatives on the Supervisory Board and appoints the auditor. In addition, the Annual General Meeting resolves on amendments to the Articles of Association and capital-influencing measures. The Annual General Meeting of K+S AG takes place annually - within the first eight months of each financial year.
