The Supervisory Board appoints the Executive Board, advises it on the running of the company and monitors its executive management.
Under its procedural rules, the Supervisory Board has the right to veto significant transactions. Also included in the procedural rules of the Supervisory Board are provisions regarding its independence. Some of the members of the Supervisory Board have in the past financial year been and are currently on the Executive Boards of companies with which Linde has business relationships. Transactions with these companies take place under the same conditions as for non-related third parties. In the estimation of the other members of the Supervisory Board, these transactions do not affect the independence of the Supervisory Board members concerned. The Supervisory Board has a sufficient number of members with an adequate level of independence. The company has taken out consequential loss and liability insurance (D & O insurance) for the members of the Executive Board and Supervisory Board with an appropriate retention.
The members of the Supervisory Board disclose any conflicts of interest arising as a result of consultancy work performed for other companies or memberships of the executive bodies of other companies to the Supervisory Board. Any significant conflicts of interest arising which are not temporary will lead to the removal of the member from the Supervisory Board. The Supervisory Board informs shareholders in its report at the Annual General Meeting of any conflicts of interest which have arisen and the measures which have been taken as a result.
During the financial year 2007, there were no consultancy contracts or other service or company agreements between members of the Supervisory Board and the company. No conflicts of interest arose for the members of the Executive Board or Supervisory Board. Where such conflicts of interest do occur, they must be disclosed immediately to the Supervisory Board.
The Supervisory Board has four committees:
The Standing Committee, which comprises three shareholder representatives and two employee representatives, advises the Supervisory Board on the appointment and removal of members of the Executive Board, devises employment and remuneration policies and determines the remuneration of the Executive Board. It makes decisions on behalf of the Supervisory Board about employment contracts and pension and other arrangements with members of the Executive Board. It also provides regular advice about long-term succession planning for the Executive Board and reviews the effectiveness of the work of the full Supervisory Board.
The Audit Committee also comprises three shareholder representatives and two employee representatives. It does the groundwork for the decisions of the Supervisory Board regarding the adoption of the annual financial statements and the approval of the Group financial statements and makes arrangements with the auditors. In addition, it deals with risk management and compliance issues. Finally, it discusses the interim reports and quarterly and half-yearly financial statements.
In September 2007, the Supervisory Board set up a Nomination Committee, which comprises the Chairman of the Supervisory Board, the Second Deputy Chairman of the Supervisory Board and one other shareholder representative. It makes a recommendation to the shareholder representatives on the Supervisory Board on proposed candidates for the election of shareholder representatives at the Annual General Meeting.
The Mediation Committee, formed under the provisions of the German Codetermination Law, makes suggestions to the Supervisory Board regarding the appointment of members of the Executive Board, if the required majority of two-thirds of the votes of the members of the Supervisory Board is not obtained in the first ballot.
Information about the activities of the Supervisory Board and its committees and about the work it has done with the Executive Board in the 2007 financial year can be found in the Report of the Supervisory Board.
Further Information
The Members of the Supervisory Board more
Supervisory Board emoluments more
Report of the Supervisory Board for the fiscal year 2007 more