Page 24 - Demo

22 Corporate Governanceof Directors and of the Executive Committee, and the meeting time in 2023.Board of Directors and Executive Committee:Areas of ResponsibilitiesThe Board of Directors exercises the ultimate management, supervision, and control over the conduct of the Company%u2019s and the Group%u2019s business. It represents the Company and resolves all matters that are not reserved or delegated to another body of the Company. In accordance with the Articles of Association and based on the Organizational Regulations of the Company, the Board of Directors has delegated the conduct of the Company%u2019s business to the Executive Committee under the leadership of the CEO.The Board of Directors has the following non-assignable and inalienable duties:(i) the overall management of the Company and the Group, and the issuance of the required directives;(ii) the determination of the organization of the Company and the Group, including the adoption and revision of the Organizational Rules, the Code of Conduct, and of any material group policy including but not limited to compliance matters;(iii) the organization of the accounting, financial control, and financial planning systems;(iv) the appointment and removal of the persons entrusted with executive management and representation of the Company, and determination of signatory authorities; (v) the determination of the internal limitations as set forth in the limits of authority to the extent not delegated to the CEO; (vi) the overall supervision of the persons entrusted with managing the Company, specifically in view of their compliance with the law, the Articles of Association, the Organizational Rules, other applicable regulations, and directives given by the Board of Directors; (vii) the preparation of the Annual Report;(viii) the preparation of the Compensation Report and the resolution on the maximum aggregate compensation for annual approval by the General Meeting separately for the Board and the Executive Committee in accordance with %u00a7 19 and %u00a7 28 of the Articles of Association;(ix) if applicable, the preparation of the report on non-financial matters pursuant to Art. 964c CO and other reports as required by law; (x) the preparation of the General Meetings and the implementation of its resolutions; (xi) the filing of an application for a debt restructuring moratorium and the notification of the court in the event that the Company is overindebted; (xii) the resolutions on changes to the share capital, insofar as this is within the competence of the Board of Directors, the statement of changes to the capital, the preparation of the capital increase report and the implementation of amendments to the Articles of Association. The Executive Committee, under the leadership of the CEO, is entrusted with all other powers and duties (except the powers attributed to the General Meeting by law and the Articles of Association), including the preparation and implementation of the resolutions of the Board of Directors and the management of the Company and the Group.The CEO leads the Executive Committee and has, inter alia, the following powers and duties with the right to delegate the performance and implementation of such CEO duties further:(i) the establishment of a management organization, including an Executive Committee that enables each of the Company and the Group to effectively operate its business in accordance with the strategy approved by the Board of Directors;(ii) the management and supervision of the day-to-day business of the Company and the Group;(iii) the communication to the public; (iv) the issuance of internal rules and regulations for the management %u2013 including rules for the organization of the Executive Committee and the preparation, calling and presiding of the meetings of the Executive Committee %u2013 and the operations of the Group, to the extent that this is not the responsibility of the Board of Directors;(v) the provision of all information and documents necessary to the Board of Directors;(vi) the implementation of the resolutions passed by the Board of Directors or the Board Committees;(vii) the proposal to the Board of Directors of transactions to be approved by the Board; (viii) the appointment and dismissal of members of the Executive Committee (except the CFO) upon prior consultation with the NCC;(ix) the appointment and removal of the top managers other than members of the Executive Committee;(x) the implementation of Group policies including but not limited to compliance matters and of the limits of authority and determination/implementation of amendments thereto, to the extent that such amendments relate to functions directly or indirectly subordinated to the CEO. Information and Control Instruments vis-%u00e0-vis the Executive CommitteeThe Board of Directors recognizes the importance of being fully informed on material matters that may have an impact on the Company and/or the Group. It supervises the Executive Committee and controls and monitors the Executive Committee%u2019s and the Group%u2019s performance through reporting and controlling processes, and the Board Committees.The Board of Directors receives a monthly financial report generated by the Company%u2019s management information system. The report comprises consolidated financial information and includes an income statement, statement of financial position, and cash flow statement, including management performance comments by Business Units and communica-