CompuGroup Medical
Synchronizing Healthcare

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Corporate Governance

The Managing Directors of the general partner (CompuGroup Medical Management SE) are responsible for the leadership and management of CompuGroup Medical SE & Co. KGaA.

Boards

Managing Directors

Michael Rauch

Michael Rauch
Spokesman for the Managing Directors & Chief Financial Officer

Michael Rauch has been the Spokesman for the Managing Directors of CompuGroup Medical since July 1, 2022. In addition, he has been leading CompuGroup Medical's finance department as CFO since summer 2019. Before joining the Company, he was the CFO for Douglas in Düsseldorf. Prior to this, he worked for 16 years in various finance and strategy functions in the Henkel Group, spending several years as the CFO for Adhesives Technologies and Beauty Care. He began his professional career as a consultant at KPMG, before becoming the Finance Director for the DACH region at the DCS Automotive Group. In addition to being a business graduate, he is an MBA, LL.M. and CMA, and has amongst others worked in China, Sweden and the UK for a number of years.

Year of birth:1972
Nationality:German
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since August 1, 2019
Appointed until:July 31, 2027
Board positions:Chairman of the Supervisory Board of edding AG, Ahrensburg (listed on the stock exchange)

Angela Mazza Teufer

Angela Mazza Teufer
Managing Director Ambulatory Information Systems DACH

Angela Mazza Teufer has been managing the Ambulatory Information Systems DACH division since February 2022 and is also responsible for Connectivity Germany. Previously, she was Senior Vice President for ERPM (ERP, EPM and SCM) at Oracle Western Europe. Prior to joining Oracle in 2018, she held various senior roles at SAP for 14 years. Throughout her career, Mazza Teufer has gained deep experience with the technology industry and the impact of innovations such as cloud, IOT, blockchain and AI in addressing business challenges.

Year of birth:1973
Nationality:Italian and Swiss
Appointed since:  February 15, 2022
Appointed until:February 28, 2025
Board positions:Member of Board of Directors (non-executive, independent of the company and its significant shareholders) at TietoEVRY Corporation, Helsinki (listed on the stock exchange)

Emanuele Mugnani

Emanuele Mugnani
Managing Director Ambulatory Information Systems Europe

Emanuele Mugnani has been responsible for Ambulatory Information Systems Europe since February 2022. He joined CGM Italy Group in 2014 as General Manager of Pharmacy Information system in Italy, then in 2017 became Senior Vice President Southern European Region and since 2019 he has been Senior Vice President Pharmacy Information Systems Europe division. Graduated in Electronic Engineering at Politecnico di Milano, before joining CGM, Emanuele Mugnani has been Managing Director Italy for a worldwide leader in IT Solutions for Retail and Hospitality and Senior Manager at Accenture.

Year of birth:1970
Nationality:Italian
Appointed since:  February 15, 2022
Appointed until:February 14, 2025
Board positions:None

Dr. Eckart Pech

Dr. Eckart Pech
Managing Director Consumer and Health Management Information Systems

Dr. Eckart Pech has been in charge of the newly created Consumer and Health Management Information Systems segment since November 2019. Eckart Pech was previously a member of the Management Board of Allianz Technology SE in charge of the Allianz Group’s global IT platforms. Prior to this, he was Chief Information Officer and member of the executive board at Telefónica Deutschland AG, where he was responsible for the operation and development of IT platforms. Eckart Pech began his professional career at the consulting company Diebold, which is owned by the Daimler Group. He studied business administration and Chinese at the University of Bayreuth and Shanghai International Studies University. He completed his doctorate at the University of the German Federal Armed Forces in Munich.

Year of birth:1969 
Nationality:Deutsch 
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since November 1, 2019
Appointed until:October 31, 2027
Board positions:None

Hannes Reichl

Hannes Reichl
Managing Director Inpatient and Social Care

Hannes Reichl has had global responsibility for the hospital and laboratory business of CompuGroup Medical since 2018, of which he was previously the Senior Vice President. He has held various management positions since coming to CGM in 2007, and successfully built up and developed what was then CGM’s Central Eastern Europe and Middle East region. In addition to operational management, his work focused on strategic business development and the integration of acquired companies. After completing his studies in infonomics and information management in 1998, Hannes Reichl worked for several Austrian companies that today are all part of CompuGroup Medical.

Year of birth:1976
Nationality:Austrian
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since November 1, 2018
Appointed until:October 31, 2022
Board positions:None
Supervisory Board

Philipp von Ilberg
Chairman

Philipp von Ilberg initially completed his training as a qualified banker at BHF Bank in Frankfurt am Main. He then went on to study law at Friedrich-Alexander University, Erlangen-Nuremberg and at Ludwig Maximilian University of Munich. From 1993 to 1995, Philipp von Ilberg worked for Deutsche Bank in Frankfurt am Main in the Corporate Finance division. He started working as an attorney in 1997 and became a partner at the international law firm Clifford Chance in 2001. From 2003 to 2012, Philipp von Ilberg was a partner at the international law firm Dewey Ballantine LLP and, from 2010, Dewey LeBoeuf LLP in Frankfurt am Main. From 2012 to 2017, he was a partner and head of the Frankfurt office of the international law firm McDermott Will & Emery LLP. He has been managing director of Mayer Sitzmöbel Verwaltungs-GmbH, the personally liable partner of Mayer Sitzmöbel GmbH & Co. KG.

Representative of:Shareholders
Year of birth:1963
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Occupation exercised:Managing director of Mayer Sitzmöbel Verwaltungs-GmbH, the general partner of Mayer Sitzmöbel GmbH & Co. KG
Board positions:Independent member of the shareholder representatives

 

Stefan Weinmann

Vice Chairman

After completing his training as a banker at Bayerische Vereinsbank AG, Mr. Stefan Weinmann worked initially as a private and business customer advisor at HypoVereinsbank. From May 2002, he was employed for 8 years at All For One Systemhaus AG as a specialist consultant in the healthcare sector in the area of rehabilitation and pension institutions. In 2010, Mr. Weinmann moved to CGM Clinical Deutschland GmbH as a product manager for patient administration. There he has been working as Sales Professional since April 2021.

Representative of: Employees
Year of birth: 1978
Nationality: German
Appointed since: September 30, 2021
Appointed until: 2026
Profession exercised: Sales Professional
Board positions: None

 

Dr. Michael Fuchs

After completing his training, Dr. Michael Fuchs and his wife opened a pharmacy in Koblenz in 1977. In 1980 he founded the company Impex Electronic. During this time, Michael Fuchs was already involved in economic and association politics: Among other things, he was elected to the executive committee of the Federal Association of German Employers‘ Associations (BDA) in 1992. From 1992 to 2001 he served as President of the Federal Association of German Wholesale and Foreign Trade. (BGA). From 1999 to 2001 Michael Fuchs was the founding president of the Federation of German Trade Associations (BDH). In 2002, he became Chairman of the German Group of the Trilateral Commission, and in 2010, he became Deputy Chairman of the European Group of the Trilateral Commission.

From 1990 to 2006 Michael Fuchs was a member of the city council of Koblenz. From 2002 to 2017, he was a member of the German Bundestag of the CDU/CSU parliamentary group and from 2006 to 2011 he was chairman of the Parliamentary Group for Small and Medium-sized Enterprises (PKM) of the CDU/CSU parliamentary group. From 2009, he was one of the deputy chairmen of the CDU/CSU parliamentary group in the Bundestag, where he was responsible for economics and energy, medium-sized businesses and tourism. Michael Fuchs retired from the German Bundestag at the end of the legislative period in 2017. Today, he works as a freelance business consultant.

Representative of:Shareholders
Year of birth:1949
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Freelance business consultant
Board positions:Member and Chairman of the Supervisory Board of Schmiedewerke Gröditz GmbH, Gröditz

 

Dr. Ulrike Handel

Dr. Ulrike Handel has degrees in economics and in media management from Hanover and from the University of Wisconsin, Madison. She earned her doctorate at the Amsterdam School of Communication Research. After completing her education and during her doctorate, Ulrike Handel worked for four years as a consultant at the State Office for Communication, after which she initially worked for Axel Springer SE for eleven years. As CEO and Chairman of ad pepper media International N.V. since 2013, she was responsible for the turnaround and sustainable growth of the entire international digital agency group. In March 2017, she took over as CEO at Dentsu international Germany and in 2020 also the DACH region.  Ms. Handel has been working for Axel Springer SE since May 1st, 2022. There she is responsible for the News Media Europe & Marketing department.

Ulrike Handel had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2017.

Representative of:Shareholders
Year of birth:1971
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Board Member of Axel Springer SE
Board positions:None

 

Prof. Dr. Martin Köhrmann

Prof. Dr. Martin Köhrmann began his professional career as a resident at the Neurological University Hospital Erlangen. Starting in 2010, he served as senior physician at the Neurological University Hospital Erlangen, becoming chief consultant and deputy hospital director in 2012. Martin Köhrmann became deputy hospital director of the Neurological University Hospital Essen in 2016 and university professor for clinical stroke research at the University of Duisburg-Essen in 2018. He was appointed chair of the neurological section of DEGUM (Deutsche Gesellschaft für Ultraschall in der Medizin – German Society for Ultrasound in Medicine) in 2014. Also in 2014, he was appointed medical auditor for the certification of stroke units by the Deutsche Schlaganfallgesellschaft (German Stroke Society). Martin Köhrmann has been a member of the Board of Directors of the European Stroke Organisation (ESO) since 2016.

Representative of:Shareholders
Year of birth:1974
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Deputy director of the Clinic for Neurology at Essen University Hospital 
Board positions:None

 

Matthias Störmer

Matthias Störmer began his professional career in 1993 with the VACUUMSCHMELZE Group (VAC) in Hanau, a world market leader in special materials, of which he became CFO in 2000. From 2004 until 2011. He was CFO of the CHEMETALL Group in Frankfurt am Main, and from 2012 until 2016 first CFO and later CEO of the amedes Group in Hamburg, a leading provider of medical laboratory services in Germany and Belgium. From 2017 to 2018, Matthias Störmer was CFO of the Toensmeier Group in Porta Westfalia, a leading company in the field of waste disposal as well as the collection and sorting of waste with corresponding energy generation from it. Until 2020 he was a managing director of Messer Industries GmbH, Bad Soden am Taunus. Today, he works as a freelance business consultant. 

Representative of:Shareholders
Year of birth:1965
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:freelance business consultant
Board positions:None

 

Dr. Bettina Volkens

After completing her education in 1994, Dr. Bettina Volkens began her professional career as a research assistant at the Federal Ministry for the Environment, Nature Conservation and Nuclear Safety. She worked as an attorney from 1995 to 1997. In 1997, Bettina Volkens started working for various companies of the Deutsche Bahn Group, including as human resources director at DB Regio AG as well as head of “Personnel Development Group & Corporation Executives” at DB Mobility Logistics AG. Bettina Volkens worked for Deutsche Lufthansa AG from 2012 to the end of 2019, including from 2013 onward as a member of the Management Board and labor director in the Human Resources & Law department. She is a member of the Rat der Arbeitswelt (Working World Council) of the Federal Ministry of Labor and Social Affairs today.

Representative of:Shareholders
Year of birth:1963
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Self-employed lawyer 
Board positions:Member of the Supervisory Board of Bilfinger SE, Mannheim (listed on the stock exchange)
 Member of the Supervisory Board of Vossloh AG, Werdohl (listed on the stock exchange)

Employee Representatives

Ayfer Basal

After graduating as a pharmaceutical commercial assistant in 1993, Ms. Ayfer Basal worked at West Apotheke in Forchheim. To expand her portfolio, she successfully completed the technical school for cosmetics and medical foot care in Nuremberg. In August 1999, she joined CGM Lauer-Fischer GmbH in Fürth, where she is still responsible as Quality Assurance Professional. Since 2014, Ms. Basal has been a member of the works council of CGM Lauer-Fischer GmbH, where she is vice chairwoman, on the economic committee and is responsible for company health management. Additionally, Ms. Basal is studying business administration by distance learning with a focus on finance.

Representative of:Employees
Year of birth:1976
Nationality:German
Appointed since:September 30, 2021
Appointed until:2026
Profession exercised:Quality Assurance Professional
Board positions:None

 

Frank Betz

After two years of community service as alternative to the then mandatory military service at the Rummelsberg Hospital, combined with training as nursing auxiliary, Frank Betz studied computer science with a minor in medicine at Friedrich-Alexander University Erlangen-Nürnberg. After completing his degree, he collaborated on the introduction of a care documentation system at AVM Schmelter. Since 1995, he has been continuously working in the field of clinical information systems in Health IT: 1995 to 1997 as Project Manager at Cerner Deutschland GmbH; 1997 to 2000 as Product Manager and Sales Support in International Sales at Siemens Health Services GmbH; and 2000 to 2015 in Business Management, Sales Support, Training & Education at Siemens AG (HealthCare). Between 2015 and 2020, he worked at Cerner Health Services Deutschland GmbH as International Reference Site Manager. In 2020, he transferred to the Marketing Department at CGM Clinical Europe GmbH.

Representative of:Employees
Year of birth:1967
Nationality:German
Appointed since:September 30, 2021
Appointed until:2026
Profession exercised:Marketing Professional HIS DE
Board positions:None

 

Adelheid Hegemann

After studying food technology with a focus on biotechnology, Adelheid Hegemann initially devoted 3 years to research on the development of enzymes. In 1992, she entered the IT industry and worked for All for One Systemhaus AG, first as a consultant and project manager, and later as a team leader in the field of document management. In 1998, she moved to the area of rehabilitation and pension institutions as a team leader. In 2010, she then took over the business unit management for the area of rehabilitation clinics at CGM and was appointed authorized signatory. From 2015 -2016, she integrated LMZ Software AG into CGM Clinical Deutschland GmbH in the function of a board member. Since 2017, Adelheid Hegemann is responsible for service and support in the BU CGM Clinical DE as Senior Service Manager.

Representative of:Executive employees
Year of birth:1964
Nationality:German
Appointed since:September 30, 2021
Appointed until:2026
Profession exercised:Senior Service Manager
Board positions:None

 

Lars Johnke

Lars Johnke started his studies in business administration at the Georg-August-University in Göttingen and, after changing university, graduated with an M.Sc. in finance and insurance at the University of Hamburg. During and also after his studies, he worked as a consultant at wmp consult, an employee-oriented management consultancy. Since 2016, Mr. Johnke has been working as a trade union secretary at Industriegewerkschaft Metall. His work focuses on engineering and white-collar work. 

Representative of:Employees, Delegate of IG Metall
Year of birth:1989
Nationality:German
Appointed since:September 30, 2021
Appointed until:2026
Profession exercised:Trade union secretary at IG Metall Munich
Board positions:None

 

Julia Mole

Julia Mole has been a trade union secretary at ver.di in the Rhineland-Palatinate/Saarland district since 2012, and has been responsible for the Telecommunications and IT department since 2017. After her apprenticeship as an industrial clerk at Stadtwerke Saarlouis , Ms. Mole studied industrial engineering at the University of Applied Sciences in Saarbrücken as a scholarship holder of the Hans Böckler Foundation.

Representative of:Employees, Delegate of Vereinte Dienstleistungsgewerkschaft ver.di Rheinland-Pfalz/Saarland
Year of birth:1988
Nationality:German
Appointed since:January 15, 2021
Appointed until:2026
Profession exercised:Trade union secretary at ver.di Rheinland-Pfalz/Saarland
Board positions:None
Administrative Board

Frank Gotthardt
Chairman

Frank Gotthardt, a computer science graduate, was a pioneer in health IT. He is the Chairman of CompuGroup Medical Management SE. He built up the world-leading eHealth company based in Koblenz from nothing, and has led and defined it since its first days. Frank Gotthardt is also the Regional Chairman of the Economic Council in Rhineland-Palatinate and a member of the National Board of the Economic Council.

Year of birth:1950
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Entrepreneur
Board positions:Chairman of the Supervisory Board of Rhein Massiv Verwaltung AG, Koblenz
 Chairman of the Supervisory Board of XLHEALTH AG, Heidelberg

 

Dr. Klaus Esser
Vice Chairman

After completing his education, Dr. Klaus Esser initially worked as an attorney in New York from 1976 to 1977. From 1978 to 2000, he worked for Mannesmann, including as head of the tax department, as Chief Financial Officer of Mannesmann Demag AG, as Chief Financial Officer for the group, as director of the telecommunications division, and finally as Chief Executive Officer. From 2000 to 2014, Klaus Esser was managing director at the private equity corporation General Atlantic GmbH. He had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2003 and chair of the Supervisory Board since 2014.

Year of birth:1947
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Managing Director of Klaus Esser Verwaltungs GmbH, Düsseldorf
Board positions:None

 

Prof. (apl.) Dr. med. Daniel Gotthardt

Prof. (apl.) Dr. med. Daniel Gotthardt studied medicine at the University of Heidelberg and earned his doctorate at the Max Planck Institute for Medical Research and at Imperial College in London. He completed further periods of research at Mount Sinai Hospital, New York, and at the Max Planck Institute of Molecular Cell Biology and Genetics, Dresden. In 2011, Daniel Gotthardt earned his postdoctoral qualification to lecture in the subject of internal medicine. He is the managing director of Mediteo GmbH and sole member of the Management Board of Gotthardt Healthgroup AG and XLHealth AG, having previously worked for 13 years at the Medical Clinic IV at Heidelberg University Hospital, lastly as managing senior physician. Daniel Gotthardt had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2003 and was appointed to the Administrative Board of CompuGroup Medical Management SE in 2020. In addition to this membership, he is member of the Supervisory Board of ProMinent GmbH, Heidelberg.

Year of birth:1973
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Managing Director of Mediteo GmbH, Heidelberg, and also sole member of the management board of Gotthardt Healthgroup AG, Heidelberg, and of XLHealth AG, residing in Heidelberg
Board positions:Member of the Supervisory Board of ProMinent GmbH, Heidelberg

 

Stefanie Peters

After completing her education in business administration and foreign languages in 1993, Stefanie Peters began her professional career as a consultant in Munich. Having gained her MBA at INSEAD in 1998, she then joined a top tier strategy consulting firm, living and working in New York, Paris, and Munich. After that, she gathered further digital business know-how as Director Business Development for a high-growth startup in Mountain View, Vienna and Munich and as Director Strategic Projects for a leading digital platform in Munich in order to work as an independent consultant and interim manager for digital market leaders in Europe from 2008 to 2011. In 2012, she founded the growth consulting firm enable2grow GmbH and since then she has led the firm as a managing partner.

Year of birth:1969
Nationality:German
Appointed since:July 10, 2020
Appointed until:2025
Profession exercised:Managing partner of enable2grow GmbH, Berlin
Board positions:Member of the Supervisory Board of STAFFBOOK AG, Hamburg

 

Michael Rauch

Michael Rauch has been the Spokesman for the Managing Directors of CompuGroup Medical since July 1, 2022. In addition, he has been leading CompuGroup Medical's finance department as CFO since summer 2019. Before joining the Company, he was the CFO for Douglas in Düsseldorf. Prior to this, he worked for 16 years in various finance and strategy functions in the Henkel Group, spending several years as the CFO for Adhesives Technologies and Beauty Care. He began his professional career as a consultant at KPMG, before becoming the Finance Director for the DACH region at the DCS Automotive Group. In addition to being a business graduate, he is an MBA, LL.M. and CMA, and has amongst others worked in China, Sweden and the UK for a number of years.

Year of birth:1972
Nationality:German
Appointed since:July 1, 2022
Appointed until:2026
Profession exercised:Spokesman for the Managing Directors & CFO
Board positions:Chairman of the Supervisory Board of edding AG, Ahrensburg (listed on the stock exchange)

Committees

Audit Committee
  • Matthias Störmer
    Chairman
  • Ayfer Basal
    Vice Chairwoman
  • Philipp von Ilberg
  • Lars Johnke
Joint Committee
  • Dr. Klaus Esser, Chairman
  • Frank Betz
  • Dr. Michael Fuchs
  • Frank Gotthardt
  • Philipp von Ilberg
  • Michael Rauch

Further information and documents

Declaration on Corporate Governance

Here you can find the declaration on corporate governance as of February 16, 2022:

Download

 

Archive: 

2020

2019

Auditor

Information on the auditor

On May 19, 2022, the General Meeting of CompuGroup Medical SE & Co. KGaA, at the suggestion of the Supervisory Board and based on the recommendation of the Audit Committee, appointed KPMG AG Wirtschaftsprüfungsgesellschaft, registered office: Berlin, branch office Frankfurt am Main, as auditor for the financial year 2022 and for any auditor to order auditor reviews of interim financial reports for the 2022 financial year and for the first quarter of 2023. 

KPMG AG Wirtschaftsprüfungsgesellschaft has been the auditor of CompuGroup Medical SE & Co. KGaA since the 2019 financial year. The auditor responsible for the audit is Alexander Bock. Another responsible auditor is Carsten Palm.

Articles of Association
Bylaws of the Supervisory Board 

Bylaws of the Supervisory Board of CompuGroup Medical SE & Co. KGaA

§ 1. General

1. The Supervisory Board must discharge the duties assigned to it by law and by the Articles of Association.

2. The Supervisory Board shall discharge its duties in compliance with the law, the Articles of Association and these Rules    of Procedure. Its members have equal rights and obligations. They are not bound by orders or directives.

3. When discharging its duties, the Supervisory Board shall work closely with the executive management of the personally    liable shareholder for the benefit of the company.

§ 2. Chairperson and vice-chairperson

1. In the first meeting after its election by the annual shareholders’ meeting, the Supervisory Board shall elect a                  chairperson and a vice-chairperson with a majority of two-thirds of its required members. The election shall be              overseen by the oldest member (in years of age) of the Supervisory Board.

2. If the required majority is not reached for the election of the chairperson or vice-chairperson, a second election will be    held to elect the chairperson and vice-chairperson. In this election, the shareholder representatives on the Supervisory    Board shall elect the chairperson of the Supervisory Board, and the employee representatives on the Supervisory            Board shall elect the vice-chairperson, with the majority of votes cast.

3. The election shall be made for the term of office of the elected persons to the Supervisory Board. If the chairperson or    vice-chairperson leaves the Supervisory Board before the end of his/her term, the Supervisory Board must                    immediately conduct a new election for the remaining term of office of this person.

4. Unless otherwise specified by these Rules of Procedure, the vice-chairperson must fulfill the rights and obligations of      the chairperson of the Supervisory Board if he/she is unable to do so.

§ 3. Meetings and resolutions of the Supervisory Board

1. Supervisory Board meetings shall be convened by the chairperson by giving 14 (fourteen) days’ notice in writing or by      e-mail. The invitation must include each agenda item. In urgent cases, the notice period can be reduced and the            meeting can be convened by telegraph, telex, fax, other electronic means of communication, or by phone.

2. Supervisory Board resolutions are generally adopted in on-site meetings. However, Supervisory Board meetings can be    held as a video or conference call, or some Supervisory Board members can join by video or telephone; in these            cases, resolutions will also be adopted or votes will be cast by video or conference call, or with members joining by        video or telephone. Apart from meetings, resolutions can be adopted in text form (Section 126b BGB - German Civil        Code; in particular in writing, by telegraph, telex, fax, by other electronic means of communication (e-mail etc.)) or by      phone -- or as a combination -- if the chairperson of the Supervisory Board or the vice-chairperson in his/her stead so    orders.

3. The Supervisory Board is quorate if at least half of the total members of the Supervisory Board take part in the              resolution.

4. If any Supervisory Board members are unable to take part in meetings, they can have a written vote submitted on their    behalf by another Supervisory Board member. The submission of the written vote counts as participation in the              resolution.

5. The managing directors of the personally liable shareholder shall take part in the meetings unless otherwise stipulated      by the chairperson of the Supervisory Board.

6. Supervisory Board resolutions shall be adopted by simple majority of the votes cast unless otherwise stipulated by law.    In the event of a tie vote on the Supervisory Board, another vote shall be held on the same subject. If the second vote    also results in a tie, the chairperson of the Supervisory Board shall have two votes for the subsequent vote. The same      applies if votes are submitted in writing. The vice-chairperson shall not be given a second vote even if he/she is            representing the chairperson of the Supervisory Board.

7. Minutes must be kept of the Supervisory Board meetings and signed by the chairperson of the Supervisory Board.          Minutes to be prepared for resolutions adopted off-site under 2) above shall be signed by the chairperson of the            Supervisory Board.

§ 4. Non-disclosure agreement

1. The Supervisory Board members must keep all facts which have become known to them in the course of discharging        their duties as a Supervisory Board member confidential from third parties if the disclosure of these facts could              compromise the interests of the company or one of its associated companies. This includes, but is not limited to,            business and trade secrets and any confidential reports received or confidential consultations held. This obligation shall    survive their term of office. The non-disclosure obligation shall apply in particular to voting, the progress of the debate,    responses and personal statements by any Supervisory Board member.

2. If a Supervisory Board member intends to share information that cannot be publicly disclosed with third parties, the        chairperson of the Supervisory Board must first be notified.  If he/she does not approve the disclosure, he/she must        notify the other Supervisory Board members accordingly and arrange for an immediate response by the Supervisory        Board. Until this response has been received, the relevant Supervisory Board member must treat as confidential the        facts he/she obtained knowledge of as a result of their office. The provisions of this clause are without prejudice to the    non-disclosure obligations of the Supervisory Board members

§ 5. Committees

1. The Supervisory Board shall form an Audit Committee with four members. At least one member of the Audit Committee    must have expertise in the field of accounting within the meaning of Section 100 (5) AktG and at least one other            member of the Audit Committee must have expertise in the field of auditing within the meaning of Section 100 (5)          AktG. Two members of the Audit Committee shall be elected to the Committee following nomination by the shareholder    representatives. Two members of the Audit Committee shall be elected to the Committee following nomination by the      employee representatives. The Committee shall elect one committee member as chairperson and one committee            member as his/her vice-chairperson. If the required majority is not reached for the election of the chairperson or vice-    chairperson, a second election will be held to elect the chairperson and vice-chairperson. In this election, the                shareholder representatives on the Supervisory Board shall elect the chairperson of the committee, and the employee      representatives on the Supervisory Board shall elect the vice-chairperson, each with the majority of votes cast.

2. The Audit Committee shall have the responsibilities set forth in Section 107 (3) (2) AktG. It shall also prepare the review    of the annual financial statements by the Supervisory Board and monitor the compliance system.

3. The Supervisory Board can form additional four-person committees and assign certain activities to them. Two members    of the committee shall be elected to the committee following nomination by the shareholder representatives. Two            members of the committee shall be elected to the committee following nomination by the employee representatives.        The Committee shall elect one committee member as chairperson and one committee member as his/her vice-              chairperson. If the required majority is not reached for the election of the chairperson or vice-chairperson, a second        election will be held to elect the chairperson and vice-chairperson. In this election, the shareholder representatives on    the Supervisory Board shall elect the chairperson of the committee, and the employee representatives on the                Supervisory Board shall elect the vice-chairperson, each with the majority of votes cast.

4. The regulations for the Supervisory Board shall apply accordingly when all committees convene meetings and adopt        resolutions.

The Supervisory Board adopted these Rules of Procedure in its meeting of February 16, 2022. These Rules of Procedure will remain in effect until otherwise resolved by the Supervisory Board.   

Philipp von Ilberg

Chairperson of the Supervisory Board

Related Party Transactions according to Article 111c German Stock Corporation Act
Open Source Compliance

Open Source Compliance inquiries can be raised via email: opensource.compliance@cgm.com

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