The Management Board of Fresenius Medical Care Management AG
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.
The Management Board of the General Partner manages the Company's business in accordance with the applicable laws and the Articles of Association as well as the rules of procedure within the meaning of section 77 para. 2 German Stock Corporation Act (AktG) and the recommendation pursuant to Code number 4.2.1 sentence 2. These rules of procedure stipulate the principles of the cooperation and provide for the schedule of responsibilities. The rules of procedure determine that meetings of the Management Board are held as the circumstances require, but at least twelve times a year. The meetings and the taking of resolutions by the Management Board are led by the Chairman of the Management Board. If he is unavailable, this task resides with the Management Board member named by the Chairman, or, if no member has been named, with the participating Management Board member most senior in office. The Chairman of the meeting determines the order of the agenda items and the modus of voting. Unless unanimity or the acting of all members of the Management Board is required by mandatory legal regulations or the Articles of Association, the Management Board adopts resolutions at meetings by simple majority of votes cast, and outside the meetings by simple majority of its members. In case of a voting tie, the Chairman of the Management Board has the casting vote.
In the year under review, the Management Board was composed of seven members. In the first quarter, a change of personnel occured: With effect as of February 17, 2017, Mr. Ronald Kuerbitz, member of the Management Board for the region North America, resigned from the Management Board; with effect as of February 17, 2017, Mr. William Valle was appointed as the responsible member of the Management Board for the region North America. An additional change took place at the end of the fourth quarter: With effect as of December 31, 2017, Mr. Dominik Wehner, member of the Management Board for the regions of Europe, Middle East and Africa (EMEA) as well as employment director for Germany, resigned from the Management Board. The members of the Management Board and their areas of responsibility are introduced in the section Management Board.
Matters of outstanding importance and significance are resolved on by the entire Management Board pursuant to the rules of procedure. In order to increase the efficiency of the Management Board’s work, the Supervisory Board of the General Partner established a Management Board Committee for certain cross departmental matters. Such Management Board Committee essentially deals with corporate matters of subsidiaries of FMC AG & Co. KGaA or acquisitions that do not reach the minimum relevance and importance level required for being referred to the entire Management Board. Apart from the Chairman of the Management Board and the Chief Financial Officer, the Management Board Committee, which must be composed of at least three members, must include the Management Board member responsible for the respective matter or another Management Board member appointed by the Chairman at his reasonable discretion exercised in each case. In its meetings the Management Board Committee decides with a simple majority of the votes cast; outside of meetings the Management Board Committee decides with the simple majority of its members.
In various relevant cases, the rules of procedure require the Management Board to obtain the prior approval of the Supervisory Board or the competent Supervisory Board committee of the General Partner.
The Supervisory Board of Fresenius Medical Care Management AG
As a stock corporation, Fresenius Medical Care Management AG also has its own Supervisory Board. According to the Articles of Association the Supervisory Board consists of six members. In the year under review, initially five members were in office following the resignation of the former Chairman of the Supervisory Board; as of September 1, 2017, the Supervisory Board was composed of six members. Mr. Stephan Sturm has been appointed as Chairman. Other members of the Supervisory Board of Fresenius Medical Care Management AG were in the year under review Dr. Dieter Schenk (Vice Chairman), Mr. Rolf A. Classon, Mr. William P. Johnston and Dr. Gerd Krick as well as, as of September 1, 2017, Ms. Rachel Empey. Prior to the Supervisory Board's proposal of Ms. Rachel Empey as a candidate to the Annual General Meeting of Fresenius Medical Care Management AG, the Supervisory Board has ensured that she would be able to meet the time requirements for this position.
Further information on the members of the Supervisory Board of Fresenius Medical Care Management AG are available in the section Supervisory Board. In addition, the following information is provided for the year under review with regard to the mandates exercised by the Chairman of the Supervisory Board of Fresenius Medical Care Management AG, Mr. Stephan Sturm, and with regard to the mandates exercised by the additional member of the Supervisory Board of Fresenius Medical Care Management AG Ms. Rachel Empey:
Chairman of the Management Board of Fresenius Management SE, General Partner of Fresenius SE & Co. KGaA, and until July 31, 2017 Chief Financial Officer of Fresenius Management SE
Fresenius Kabi AG (Chairman)
VAMED AG, Austria (Deputy chairman)
Deutsche Lufthansa AG
Member of the Management Board of Fresenius Management SE (Chief Financial Officer), General Partner of Fresenius SE & Co. KGaA (since August 1, 2017)
Fresenius Kabi AG (since October 1, 2017; Deputy chairman)
Comparable Foreign Body
Inchcape plc, United Kingdom (Non-executive director)
Because of his extraordinary contributions to the development of the Company and his comprehensive experience, Dr. Ben Lipps is honorary chairman of the Supervisory Board of Fresenius Medical Care Management AG.
The Supervisory Board of Fresenius Medical Care Management AG appoints the members of the Management Board and supervises and advises the Management Board in its management responsibilities. In accordance with the recommendation in Code number 5.1.3, the Supervisory Board has established rules of procedure. Irrespective of the independence requirements according to statutory rules and of the recommendations of the Code, the so-called Pooling Agreement entered into, among others, between Fresenius Medical Care Management AG and Fresenius SE & Co. KGaA provides that at least one third (and at least two) of the members of the Supervisory Board of Fresenius Medical Care Management AG must be independent members. Pursuant to the Pooling Agreement, an "independent member" is a member of the Supervisory Board with no substantial business or professional relationship with FMC AG & Co. KGaA, with its General Partner, with Fresenius SE & Co. KGaA, or with its general partner Fresenius Management SE, or with any affiliates of these companies.