Good cooperate governance requires an efficient co-operation between the Management and the Supervisory Board on the basis of mutual trust.
The legal form of the Company is that of a partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA). The corporate bodies provided for by statutory law are the General Meeting, the Supervisory Board and the General Partner, which is Fresenius Medical Care Management AG. The duties and responsibilities of each of the bodies are clearly defined by legislation and are strictly separated from one another.
Fresenius Medical Care’s legal structure
Based on data as of December 31, 2015. FMC = Fresenius Medical Care
1 For certain items, there are no voting rights, e.g. for the election of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, for the formal approval of the actions of the General Partner and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, for the election of the auditor of the annual financial statements.
The General Partner
The General Partner – Fresenius Medical Care Management AG – represented by its Management Board, which acts on its own responsibility, manages the Company and conducts the Company’s business. Its actions and decisions are directed towards the interests of the Company.
In addition to observing legislation, the Articles of Association and the principles as explained herein, the General Partner’s Management Board conducts the business activities of the Company in accordance with the applicable rules of procedure within the meaning of the German Stock Corporation Act and the German Corporate Governance Code. These rules of procedure define the principles of cooperation and provide for the schedule of responsibilities. Matters of special significance and scope are decided by the full Management Board in accordance with the rules of procedure. In various cases, the rules of procedure require the Management Board to obtain the prior consent of the Supervisory Board or the competent supervisory board committee of the General Partner.
The Supervisory Board of Fresenius Medical Care AG & Co. KGaA advises and supervises the business activities as conducted by the General Partner and performs the other duties assigned to it by law and by the Articles of Association. It is involved in strategy and planning as well as all matters of fundamental importance for the Company.
All members of the Supervisory Board are elected by the General Meeting as the competent election body according to the provisions of the German Stock Corporation Act. The term of office of the members of the Supervisory Board is five years; the current term of office ends on conclusion of the General Meeting for 2016.
Details on the election, constitution and term of office of the supervisory board, its meetings and the adoption of resolutions, as well as its rights and obligations, are set out in the Company's Articles of Association, According to Code-number 5.1.3, the Supervisory Board has furthermore adopted rules of procedure which set out, among other things, the modalities for convening meetings and the manner in which resolutions are adopted.
The shareholders of the Company exercise their rights and voting powers in the General Meeting. The share capital of Fresenius Medical Care AG & Co. KGA is divided exclusively into ordinary shares. Each share of Fresenius Medical Care entitles the holder to one vote (“one share – one vote”).
The General Meeting, which resolves on the adoption of the annual financial statement and on the discharge of the General Partner and the Supervisory Board and on the disposition of the profits is held within the first eight months of a fiscal year.
From the day of the convening of the ordinary General Meeting, the documents, that are legally required, are available for inspection by the shareholders in our headquarter. Furthermore they are made available in the section Annual General Meeting.
All shareholders who have registered and provided evidence of their entitlement in due time, are entitled to attend the General Meeting. Shareholders may also have their voting rights in the General Meeting exercised by a proxy, e.g. the depositary bank, an association of shareholders or another person of their choice.
On the day of the General Meeting, the speech of our Chairman of the Management Board, Rice Powell, will be broadcasted live in the section Annual General Meeting. The voting results as well as the speech and presentation are made available without delay on our website.