DHL 2010 Annual Report Download - page 140

With the consent of the Supervisory Board, the Board of Management has estab-
lished rules of procedure that lay down objectives for structure, management and
co-operation within the Board of Management. Within this framework, each board
member manages his department independently and informs the rest of the Board
onkey developments at regular intervals.  e Board of Management as a whole decides
on matters of particular signi cance for the company or the Group. In addition to tasks
that it is prohibited by law from delegating, these include all decisions that must be
presented to the Supervisory Board for approval.  e entire Board of Management also
decides on matters brought forth by one member of the Board of Management for deci-
sion by the Board of Management as a whole.
In making their decisions, the members of the Board of Management may not pur-
sue personal interests or exploit business opportunities due to the company for their
own bene t.  ey are required to disclose any con icts of interest to the Supervisory
Board without delay.
 e Supervisory Board advises and oversees the Board of Management and appoints
the members of the Board of Management. It has established rules of procedure that
include the fundamental principles of its internal structure, a catalogue of Board of
Management transactions requiring its approval and rules for the Supervisory Board
committees. It meets at least twice every six months based on the calendar year. Special
meetings are held whenever signi cant events so dictate. In  nancial year , the
Supervisory Board met for four plenary meetings,  committee meetings and a closed
meeting, as described in the Report of the Supervisory Board.
 e Board of Management and the Supervisory Board are in regular contact regarding
strategic measures, planning, business development, risk exposure and risk management
as well as company compliance.  e Board of Management informs the Supervisory
Board promptly and comprehensively on all topics of signi cance.
All Supervisory Board decisions, particularly those concerning transactions that
require its approval, are deliberated and discussed extensively in the relevant commit-
tees. At each plenary meeting, the Supervisory Board is informed in detail about the
work of its committees.
In making their decisions, the members of the Supervisory Board may not pursue
personal interests or exploit business opportunities due to the company for their own
bene t.  ey are required to disclose any con icts of interest to the Supervisory Board.
Any signi cant con icts of interest on the part of a Supervisory Board member that
are not merely temporary in nature lead to that member’s resignation from the Board.
Executive committees and Supervisory Board committees
Executive committees prepare decisions to be made by the Board of Manage-
ment as a whole and make decisions on matters assigned to them.  e  Steering
Committee is responsible for the  division and the cross-divisional  Executive
Committee is in charge of the ,  ,  and 
 divisions.  e , the  and the respective board members of the divisions
are represented on the committees. In addition, the Board Member for Personnel is
a member ofthe  Steering Committee. Along with the relevant members of the
Board of Manage ment, the executive committees also include  rst-tier executives below
the Board of Management level, in some cases on a permanent basis (those, for example,
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