DHL 2011 Annual Report Download - page 142

With the consent of the Supervisory Board, the Board of Management has established
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 decision by the Board of Manage-
ment 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 Man-
agement transactions requiring its approval and rules for the Supervisory Board committees .
It meets at least twice every six months based on the calendar year, with special meet-
ings being held whenever particular developments or measures need to be discussed
or decided quickly. 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 regard-
ing strategic measures, planning, business development, risk exposure and risk manage-
ment 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 and decisions 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 should lead to that member’s resignation from the
Board. In the Supervisory Board’s estimation, the Supervisory Board contains a suf-
 cient number of independent members.
Members, page 
Mandates, page 
Page 
Page  ff.
Deutsche Post DHL Annual Report 
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