Description of Management Board and Supervisory Board Working Procedures
Declaration dated February 21, 2017
ADVA Optical Networking is currently led by a dynamic, international, experienced and highly-motivated Management Board. Leading, directing and managing the firm's growth are three executive officers:
Brian Protiva, Chief Executive Officer
Christoph Glingener, Chief Technology Officer, Chief Operating Officer
Ulrich Dopfer, Chief Financial Officer
The Management Board carries out the assignments set forth by law and by the articles of association. The Management Board represents the Company in a legally binding way with two members of the Management Board signing jointly or with one member of the Management Board signing jointly with an authorised officer. Currently four authorised officers are appointed.
The Supervisory Board of ADVA Optical Networking appoints the members of the Management Board. The Supervisory Board resolves on how many members should be on the Management Board (according to the articles of association: two in general), and on the appointment of a chairman, appoints the members of the Management Board and resolves on the appointment of a vice chairman. Section 13 paragraph 2 of the articles of association contains a list of business transactions for which the Management Board needs Supervisory Board approval.
During the financial year 2016, the Management Board of ADVA Optical Networking SE consisted of three members. A plan on the assignment of responsibilities is in place, which determines the distribution of responsibilities in detail. The Management Board meets at least once a week in order to discuss strategic and current operational matters in detail and to take necessary decisions. In addition, the members of the Management Board regularly join all meetings of the Supervisory Board, report in written form and verbally on each relevant agenda item and proposed resolutions, and answer the questions of the Supervisory Board.
ADVA Optical Networking's Supervisory Board currently consists of a diverse and international group of three seasoned experts in their respective fields:
Nikos Theodosopoulos, Chairman
Chairman since January 9, 2015
Member since December 29, 2014,
Chairman of the Compensation and Nomination Committee
Member of the Audit Committee
Founder and Managing Partner, NT Advisors LLC Manhasset, New York, USA
Johanna Hey, Vice Chairwoman
Vice Chairwoman since June 4, 2013
Member since May 16, 2011
Chairwoman of the Audit Committee
Professor for tax law, University of Cologne, Cologne, Germany
Hans-Joachim Grallert, Member
Member since February 19, 2016
Member of the Compensation and Nomination Committee
Professor for Communications Engineering, Technical University of Berlin, Berlin, Germany
The Supervisory Board carries out the assignments set forth by law and by the articles of association. It advises on and monitors the activities of the Management Board. The Supervisory Board is directly involved in the early stages of all important decisions. During ordinary and, if necessary, extraordinary meetings, the Management Board consistently, promptly and extensively informs the Supervisory Board in written form and verbally about the business situation of the Company, in particular about strategic orientation, market development, prospects for growth and the development of the Company's financial position, net assets and profitability, including budgeting, investments, personnel, compliance and risk management. The Supervisory Board extensively discusses all important business issues on the basis of the Management Board's reports. Any deviations of the actual business development from the Group's planning and objectives are explained by the Management Board in detail and reviewed by the Supervisory Board.
The Supervisory Board decides on reports and proposed resolutions of the Management Board after thorough examination and consultation, where required by law or by the Company's articles. In addition, especially the Chairman and the Vice Chairwoman maintain regular contact with individual members of the Management Board outside of the scheduled meetings and are kept up-to-date with respect to current business developments, important transactions and forthcoming decisions in written form and verbally.
Relevant meeting documents including proposed resolutions, if any, are distributed to the members of the Supervisory Board in due time before the respective Supervisory Board meeting. The option to make resolutions by means of written circulation procedure is chosen rarely and is applied for urgent matters only that do not require extensive discussion.
Every year, the Chairman of the Supervisory Board explains the activities of the Supervisory Board and its committees in his report to the shareholders and in the Annual Shareholders' Meeting.
The formation of Supervisory Board committees follows the legal provisions set forth in section 107 paragraph 3 of the German Stock Corporation Act (Aktiengesetz, AktG). Currently two committees are formed: members of the Audit Committee are Johanna Hey (Chairwoman) and Nikos Theodosopoulos; members of the Compensation and Nomination Committee are Nikos Theodosopoulos (Chairman) and Hans-Joachim Grallert. The committees' tasks are to discuss and prepare specific topics and resolutions for the Supervisory Board's plenary meetings. The Committees have not been granted decision-making authority. Reports on the work of the Supervisory Board committees are regularly presented and discussed during the subsequent Supervisory Board plenary meeting.