NTS Corporate Governance The Company is committed to responsible business leadership. The Company is made of the management and the advisory board: The management is responsible for the leadership of the Company and all members of the management are collectively responsible for the Company’s performance. The company is consulted by the advisory board made up of distinguished members of the business community, media and politics. The board consists of 3-6 members who elect a coordinating chairman. Accouting: Accounting and budgeting of NTS reflects the True-Fair-and-View Principle to convey a true and fair view of its financial conditions and operating results. All investors with a stake in the Company of at least 3% and the members of the advisory board are to receive all data insight from the management within 10 working days. Annual financial statements put forward by the management are to be examined by an auditor. Annual Meeting: The Company will conduct annual general meetings within 2 months of provision of annual financial statements. The advisory board is present at the annual general meetings. The annual general meeting makes decisions on the charter, changes to the charter, long-term trajectory of the Company and Company format. Interaction between management and advisory board: The management and the advisory board work closely together to pursue the goals of the Company. Matters of material significance are promptly and consistently forwarded to the advisory board. The management consults the advisory board regularly, timely and comprehensively on all relevant Company matters for planning, business development, finance and risk management. The advisory board may follow a different position to that of the management upon due cause or reason. Both the management and the advisory board ensure that inaugurated members of staff and trusted persons observe confidentiality. The advisory board may meet without prior consultation of the management. The granting of loans from the Company to members of the management require the approval of both the advisory board and the management (absolute majority). An annual corporate governance report is made part of the annual financial statement. Tasks and responsibilities of the management: The management is responsible for the leadership and the business interests of the Company and for ensuring the sustainable growth of the Company’s financial value. The management also looks after the Company’s trajectory and the compliance with and implementation of general rules and regulations. The management is made up of several members. Company rules of procedure regulate the distribution of responsibilities and cooperation within the management. The management determines the amount of remuneration paid out to the members of the management and the advisory board is informed accordingly. The total remuneration for the members of management include the remuneration components, pensions plans all other benefits (especially for the termination of contract) and incentives. The monetary remuneration system consists of fixed and variable components. The variable remuneration components consist of long-term incentives and payment directly attuned to operational success and achieved objectives. All components are to be appropriate as individual and collective remuneration packages. In the case of change of company format the Company will provide shares acquisition options to executives and employees. The management is forbidden to compete with Company business during the entire employment contract period. The management, advisory board and employees may not pursue or accept financial contributions or other advantages for themselves or third parties or grant any form of business advantage to third parties. The members of the management and the advisory board are fully committed to the interests of the Company. Members may not make decisions in pursuit of private interests or exploit Company business opportunities for own ends. All members of the management consult each other immediately when a conflict of interest arises. All members of the management seeking to exercise external business activities require the unanimous approval of all other members of the management.
Posted on: Sat, 22 Jun 2013 22:11:39 +0000
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