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Software AG GB 2012, englisch

CORPORATE GOVERNANCE 49 The guidelines for the work of the Supervisory Board of Software AG are described in the Rules of Procedure of the Supervisory Board. In addition to the duties and powers of the Chairman of the Supervisory Board, they define the structure of meetings, the adoption of resolutions, and the formation of committees. In order to efficiently carry out its duties, the Supervisory Board has four committees in addition to the mandatory Mediation Committee in accordance with the Codetermination Act. The Committee for Compensation and Succession Issues prepares personnel-related decisions made by the Supervisory Board to the extent that they affect the appointment, reappointment or dismissal of the members of the Management Board. It has four members. The Audit Com- mittee deals with issues related to financial reporting standards, financial auditing, risk man- agement and compliance. The Strategy Committee focuses on the preparation of and success monitoring of acquisitions, partnerships and joint ventures. Both committees each have six members. The Nominating Committee nominates qualified candidates for election to the Supervisory Board by the Annual Shareholders’ Meeting. It consists of three shareholder rep- resentatives. With the exception of the Nominating Committee, all other committees are composed based on parity. In the past fiscal year, the Committee for Compensation and Succession Issues met five times, the Audit Committee twice and the Strategy Committee twice. The Nominating Committee did not convene in 2012. The Management Board, Supervisory Board and committees work together closely with the objective of sustainably enhancing Software AG‘s value. The members of the Supervisory Board evaluate the efficiency of their work annually. They complete a questionnaire to assess all areas of the Supervisory Board’s work. They discuss the results of the annual efficiency audit in detail and, if necessary, agree on measures to increase efficiency. For more detailed information on the Supervisory Board’s work and resolutions, please refer to the most recent Report of the Supervisory Board, which can be found on page 58 et seq. of this Annual Report. For more detailed information on the members of the Supervisory Board and their committee membership, please visit