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The board of directors

Lower tier: management (operating) board:
 responsible for day-to-day running of the enterprise

 generally only includes executives

 the CEO co-ordinates activity.

Upper tier: supervisory (corporate) board:

 appoints, supervises and advises members of the management board

 strategic oversight of the organisation

 includes employee representatives, environmental groups and other
stakeholders’ management representatives (these NEDs are not considered
to be 'independent NEDs')

 the chairman co-ordinates the work

 members are elected by shareholders at the annual general meeting (AGM)

 receives information and reports from the management board.

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