the Aufsichtsrat have established for the extent of its
representative authority, or which derive from a resolution of the
stockholders' meeting according to par. 103.
(2) A limitation of the
representative authority of the Vorstand is ineffective in relation to third
parties. |
| |
Par. 75
Appointment and Revocation of the
Vorstand |
| |
(1) The Aufsichtsrat appoints Vorstand members for not more than five
years. A repeated appointment is admissible. A juristic person cannot be
appointed as Vorstand member. This applies in the same sense [sinngemaess] to
the employment agreement.
(2) If several persons are appointed Vorstand
members, the Aufsichtsrat may appoint one member as chairman of the Vorstand.
(3) The Aufsichtsrat can revoke the appointment (Bestellung) as
Vorstand member and the appointment (Ernennung) as chairman of the Vorstand for
just cause (wichtiger Grund). Such causes are, specifically, gross violation of
duties or inability for orderly management. This applies also to the Vorstand
appointed by the first Aufsichtsrat. The revocation is effective, as long as no
absolute decision has determined its inefficacy. For the rights deriving from
the employment agreement, the general regulations are
applicable. |
| |
Par. 76
Appointment by the Court |
| |
| As far as the Vorstand members necessary for representation of the
corporation are lacking, the court may appoint them in urgent cases upon
request of a person concerned (Beteiligter) for the period until the removal of
the deficiency. |
| |
| * * * * * * * * * * |
| |
Par. 81
Report to the Aufsichtsrat |
| |
| |
| The Vorstand must report to the Aufsichtsrat regularly, at least
quarterly, on the course of business and the situation of the enterprise, as
well as make reports in important matters, orally or in writing, to the
chairman of the Aufsichtsrat or his deputy. The report must conform to the
principles of a conscientious and faithful account. |
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