Cooperation Between the Executive and Supervisory Boards
In 2007, we discharged the duties imposed on us by the law and by the Company’s Articles of Incorporation. We were regularly consulted by the Executive Board on the running of the Company and we scrutinized and monitored the work of the management. We monitored the Executive Board’s management of the SAP Group with regard to legality, correctness, appropriateness, and cost-effectiveness. In particular, the Supervisory Board examined risk management, which included a discussion with the auditor. The Supervisory Board believes that risk management fully meets the requirements placed on it. In addition, the Executive and Supervisory Boards consulted on the Company’s strategic orientation and regularly discussed its progress in implementing the strategy. We were involved whenever decisions of fundamental importance to SAP were made.
The Supervisory Board regularly received full and timely reports from the Executive Board, both from members in person and in written documents. The reports chiefly concerned planning, the Company’s business performance including the risk situation, risk management, compliance, and transactions of special significance for SAP. The Executive Board also indicated when the course of business deviated from the plans and targets and explained these deviations.
The content and scope of the Executive Board’s reports fully met the requirements that the Supervisory Board had placed on them. In addition, the Supervisory Board received supplementary information from the Executive Board. In particular, the Executive Board was available at Supervisory Board meetings for discussions and to answer our questions. We checked the information received from the Executive Board for plausibility as well as critically examining and discussing it. The Supervisory Board maintains a list of transactions for which the Executive Board requires the Supervisory Board’s consent. We update the list regularly as required, most recently in 2006. The Supervisory Board dealt with the transactions on this list presented by the Executive Board and examined them thoroughly in cooperation with the Executive Board, focusing particularly on the benefits and effects of these transactions. The Supervisory Board agreed to all transactions where its consent was required.
The chairperson of the Supervisory Board was also kept fully informed between meetings of the Supervisory Board and its committees. For example, the CEO and the chairperson of the Supervisory Board met regularly to discuss SAP’s strategy, current progress in business, and risk management as well as other key topics and decisions that arose. The CEO informed the Supervisory Board chairperson without delay of important events that were significant in the assessment of SAP’s situation and progress or for the management of the Company.
As it does every year, the Supervisory Board discussed the Executive Board compensation regulations at the Compensation Committee’s suggestion.
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