Working Methods of the Board of Directors and its Committees

According to the Organizational Regulations, the Board of Directors convenes upon invitation by the Chairman or, in his / her absence, by the Vice-Chairman whenever required by business, ordinarily six to eight times a year. Meetings may also be called at the request of a member of the Board of Directors, the CEO or another member of the Group Management Board with explanation of the reasons for the request. The Board of Directors may pass resolutions if the majority of its members are in attendance. Attendance may also take place by telephone, video-conferencing or other electronic media. No quorum is required if only resolutions regarding the implementation of a capital increase and subsequent amendments to the Articles of Incorporation are to be passed. Except as provided by the Organizational Regulations, the Board of Directors passes resolutions with the majority of the votes cast. In the event of a tie, the Chairman of the meeting casts the deciding vote. Resolutions may also be passed by circular resolution, whether in writing, by facsimile or by e-mail, provided that no member requests deliberations in a meeting. The Board of Directors met eleven times in person in 2015. Daniel Pindur was excused from three meetings. Siddharth Patel, Daniel Pindur and Peter Schöpfer each attended one meeting by phone instead of in person. Physical meetings in general last for seven hours. Nine phone conferences were held in 2015 with no absences. Phone conferences in general last for one hour. Thirteen circular resolutions were passed in 2015.

The Nomination and Compensation Committee meets whenever required by business, but at least three times per year. The Nomination and Compensation Committee met two times in 2015 with no absences. Physical meetings in general last for three hours. One phone conference of one hour was held in 2015 with no absences. Four circular resolutions were passed in 2015.

The Audit Committee meets whenever required by business, but at least four times per year. The Audit Committee held four meetings in 2015. Siddharth Patel was excused from one meeting. Physical meetings in general last for four hours. No phone conferences were held and no circular resolutions were passed in 2015.

The meetings of the Nomination and Compensation Committee and the Audit Committee are called by the Chairman of the respective Committee or, in his / her absence, by the most senior member of the Committee. Meetings may also be called at the request of a member of the Committee with explanation of the reasons for the request. A committee may pass resolutions if the majority of its members are in attendance. Attendance may also take place by telephone, video-conferencing or other electronic media. Resolutions are passed by a majority of the votes cast. In the event of a tie, the Chairman of the meeting casts the deciding vote. Resolutions may also be passed by circular resolution, whether in writing, by facsimile or by e-mail, provided that no member requests deliberations ina meeting.

The CEO, the CFO and other members of the Group Management Board may be invited by the respective Chairman to participate in meetings of the Board of Directors, the Nomination and Compensation Committee and the Audit Committee on a consultative basis. The Audit Committee holds meetings exclusively with repre­sentatives of the internal and external auditors.

The Nomination and Compensation Committee reports to the Board on its activities on a regular basis and submits the necessary proposals and recommendations to the Board of Directors. It assists the Board of Directors in conducting an annual review and evaluation of the performance of the Board of Directors and its committees. The Audit Committee reports to the Board of Directors at each meeting of the Board of Directors on its activities and on matters that are within its area of responsibility and submits the necessary proposals and recommendations to the Board of Directors.

The Nomination and Compensation Committee reports to the Board of Directors at least once per year on succession planning, including planning and training for unforeseen and emergency situations, and management development for members of the Group Management Board.

Newly elected members of the Board of Directors receive orientation training appropriate to their functions. Existing members of the Board of Directors receive regular training with respect to their responsibilities as member of the Board of Directors and its committees.