Supervisory board

Unless there is a one-tier board, the articles of association may provide for the establishment of a supervisory board. The board consists of one or more natural persons.

Role of the supervisory board

The supervisory board is responsible for overseeing the policy of the foundation’s board and the general course of affairs in the foundation and in the enterprise or organisation associated with it. It also advises the foundation’s board. In performing their duties, the members of the supervisory board must act in the interest of the foundation and its associated enterprise or organisation.

In addition, it is the responsibility of the supervisory board to advise the foundation’s board. The latter must primarily focus on achieving the foundation’s objective in both the preparation and implementation of policy. A key task of the supervisory board is to monitor this.

Suspension of the foundation’s board

Unless otherwise provided in the articles of association, the supervisory board has the power to suspend any foundation board member at any time. The suspension may be lifted at any time by the body or person authorised to make the appointment. The articles of association may provide that a specifically named or designated supervisory board member may be allotted more than one vote. A supervisory board member may not cast more votes than the other supervisory board members combined.

Conflict of interest of a supervisory board member

A supervisory board member must not take part in deliberations and adoption of resolutions if they have a direct or indirect personal interest that conflicts with the interests of the foundation and its associated enterprise or organisation. If the supervisory board is thereby unable to adopt a resolution, the resolution is adopted by the board with a written record of the considerations underlying the resolution, unless the articles of association provide otherwise.

Procedure for appointment of a supervisory board member

When recommending or nominating a candidate for appointment as a supervisory board member, the following details must be provided: the candidate’s age, profession and positions held or previously held, insofar as they are relevant to the role of a supervisory board member. It must also be stated to which legal entities the candidate is already connected as a supervisory board member; where these include legal entities belonging to the same group, identifying the group is sufficient. The recommendation and nomination for appointment or reappointment must be substantiated. In the case of reappointment, account is taken of the manner in which the candidate has performed their duties as a supervisory board member.

Provision of information by the board of a foundation

The board of a foundation must provide the supervisory board with the information necessary for the performance of its duties in good time. At least once a year, the board of the foundation must inform the supervisory board in writing of the main lines of strategic policy, the general and financial risks and the management and control systems in place.