54
Autoneum Annual Report 2015
Corporate Governance
Regulations
10
, which include the following: The
CEO draws up the strategic and financial planning
statements and the budget with the Group
Executive Board and submits them to the Board
of Directors for approval. He reports regularly
on the course of business as well as on risks and
changes in personnel at the management level.
In addition to periodic reporting, he is obliged
to inform the Board of Directors immediately
about any business transactions of fundamental
importance.
Information and control instruments
regarding the Group Executive Board
The Board of Directors receives a written
monthly report on the key figures of the Group
and the Business Groups from the Group
Executive Board. This provides information on
the balance sheet, cash flow and income
statements as well as capital expenditure. The
figures are compared with the budget and with
the previous year. The Board of Directors is
also informed at each meeting about the course
of business, important projects and risks, as
well as ongoing earnings and liquidity budget
planning. Should the Board of Directors have
to rule on major projects according to the Orga-
nizational Regulations
10
, a written request is
submitted prior to the meeting.
The projects approved by the Board of
Directors are monitored within the context
of a special project controlling submitted to the
Board of Directors every quarter. Once a year,
the Board of Directors discusses and decides on
the strategic plans drawn up by the Group
Executive Board and the financial plan. Financial
statements for publication are drawn up twice
a year. Furthermore, the Chairman of the Board
of Directors has a regular monthly meeting
with the CEO and the CFO with respect to all
major issues of corporate policy.
The Board of Directors has initiated and
implemented a comprehensive internal control
system for risk monitoring in connection with
business activities, which covers risk identifi
the Group Executive Board and management as
appropriate.
The main duties of the strategy committee
are: supporting and assisting the Board of
Directors in strategic planning, especially in
assessing market changes and developments
affecting the Group; assessing Autoneum’s
short- and long-term strategic orientation, in
particular with regard to markets, customers,
competitors, products and technologies; as well
as support of strategically important projects.
The Strategy Committee met in 2015 for
one regular meeting and a two-day strategy
workshop with the entire Group Executive
Board. The regular meeting lasted four hours. All
committee members attended the meeting, in
the strategy workshop one member could not
participate.
Allocation of authority
The Board of Directors delegates operational
business management to the CEO. The members
of the Group Executive Board report to the CEO.
The allocation of authority between the Board
of Directors and the CEO is stipulated in the
Organizational Regulations
10
, while details of
the tasks reserved for the Board of Directors
can be found on pages 49–52 (“Internal
Organization”). The cooperation between the
Board of Directors, the CEO and the Business
Groups is stipulated in the Group’s Organizational
The Strategy Committee
met in 2015 for one
regular meeting and
a two-day strategy
workshop with the entire
Group Executive Board.
10
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