AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 143)

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Corporate Bodies and Management of the Issuer

Board of Directors

Number of Directors

The articles of association of the Issuer provide for at least four members of the Board of Directors, their

number to be determined by the general meeting of shareholders. Currently, the Issuer's Board of Direc-

tors comprises 9 members.

Share Qualification

A member of the Board of Directors is not required to hold any shares in the Issuer.

Power and Duties of the members of the Board of Directors

The Board of Directors is vested with the broadest power to take any action necessary or useful to fulfil

the Issuer's corporate objective with the exception of the actions reserved by law or by the articles of as-

sociation of the Issuer to the general meeting of shareholders.

The Board of Directors may delegate the day-to-day management and the Issuer's representation in con-

nection with such day-to-day management to one member of the Board of Directors. The Board of Direc-

tors may create from time to time one or several committees composed of board members and/or external

persons and to which it may delegate powers and roles as appropriate. In any event, the board of directors

shall create a Compensation Committee and an Audit Committee. The Board Audit Committee is char-

tered to oversee how management monitors compliance with AEG PS Group's risk management policies

and procedures, and to review the adequacy of the risk management framework in relation to the risks

faced by AEG PS Group. The current members of the Audit Committee are Keith Corbin and Leonhard

Fischer.

The Issuer is validly represented towards third parties in all circumstances by the joint signature of any

two members of the Board of Directors. Within the limits of the day-to-day management, the Issuer is

validly represented by any person(s) to whom such power in relation to the day-to-day management of the

Issuer has been delegated in accordance with the scope of such delegation.

Term of the members of the Board of Directors

The members of the Board of Directors are elected by the general meeting of the shareholders which de-

termines their remuneration and term of office. The term of office of a member of the Board of Directors

may not exceed six years. The terms of office of the current members of the Board of Directors will ex-

pire on the date of the shareholder's meeting to be held on 14 April 2011.

If a legal entity is elected member of the Board of Directors, such legal entity must designate an individ-

ual as permanent representative who executes this role in the name and for the account of the legal entity.

The relevant legal entity may only withdraw such permanent representative from the Board of Directors if

it simultaneously appoints a successor. An individual may only be a representative of one member of the

Board of Directors and may not be a member of the Board of Directors at the same time.

Any member of the Board of Directors may be removed at any time, without notice and without cause by

the general meeting of shareholders. Members of the Board of Directors may be re-elected, also for suc-

cessive terms. Any member of the Board of Directors shall hold office until his successor is elected.

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AEG 21604 G Bedienungsanleitung Seite 143