Management Board procedures

The Management Board of Fresenius SE conducted the Company’s business. It formulated the Company’s strategy, coordinated this strategy with the Supervisory Board, and oversaw its implementation. The actions and decisions of the Management Board were aligned with the Company’s best interests. The Management Board took diversity into account when selecting suitably qualified candidates to fill executive positions and especially strove to achieve an appropriate degree of female representation. 27% of the persons participating in the Fresenius Group executive officer stock option plans are female. The Management Board of Fresenius SE was committed to increasing the value of the Company on a sustainable basis. The rules of procedure of the Management Board of Fresenius SE defined the activities within the Board more specifically, especially with regard to the individual duties and responsibilities of the members, matters reserved for the full Management Board, and resolutions to be passed by the full Management Board. The meetings of the Management Board of Fresenius SE were convened as required, but at least once a month, and were chaired by the Chairman of the Management Board, or, if he was incapacitated, by the Chief Financial Officer, or, if he was also incapacitated, by the Management Board member present who was the most senior in age. However, Management Board meetings were usually held twice a month. The person chairing the meeting decided the order for dealing with the items on the agenda and the form in which the voting was conducted. Except in cases where mandatory provisions of law or the Company’s statutes required a unanimous vote or action by all the Management Board members, the Management Board of Fresenius SE passed its resolutions by a simple majority of the votes cast, or, outside its meetings, by a simple majority of its members. The Chairman of the Management Board of Fresenius SE had the casting vote if a vote was tied. If the Chairman abstained or was absent or incapacitated, the motion was deemed rejected in cases when a vote was tied. The rules of procedure of Fresenius SE also regulated dealings between the Company’s Management Board and Supervisory Board and matters that required the Supervisory Board’s approval. The Management Board of Fresenius SE consisted of seven members. They are listed here.

The chief executive officers of the four business segments were members of the Management Board of Fresenius SE. This ensured that the full Management Board of Fresenius SE was kept constantly informed about important events, plans, developments, and measures within the business segments. There were no Management Board committees, owing to Fresenius SE’s role as an operating holding company.

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Supervisory Board procedures

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