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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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