von Göler (Hrsg.) / / § 52

§ 52 Supervisory board

(1) If the articles of association stipulate that a supervisory board is to be appointed, section 90 (3), (4), (5), first and second sentences, section 95, first sentence, section 100 (1) and (2), no. 2, and subsection (5), section 101 (1), first sentence, section 103 (1), first and second sentences, section 105, section 107 (3), second and third sentences, and subsection (4), sections 110 to 114 and section 116 of the Stock Corporation Act in conjunction with section 93 (1) and (2), first and second sentences, of the Stock Corporation Act, section 124 (3), second sentence, sections 170, 171, 394 and 395 of the Stock Corporation Act shall apply mutatis mutandis, unless otherwise provided in the articles of association.

(2) Where a supervisory board is to be appointed in accordance with the One-Third Participation Act, the meeting of shareholders shall set targets regarding the proportion of women on the supervisory board and the proportion of women directors, unless it has delegated this task to the supervisory board. Where a supervisory board is to be appointed in accordance with the Co-determination Act, the Act on Co-determination in the Coal, Iron and Steel Industry or the Supplementary Co-determination Act, the supervisory board shall set targets regarding the proportion of women on the supervisory board and the proportion of women directors. If the proportion of women is below 30 per cent when the targets are set, then the targets may no longer fall below the previously achieved proportion of women. At the same time, deadlines are to be set by which these targets are to be achieved. The deadlines may not exceed five years in each case.

(3) If the members of the supervisory board are appointed before the company is entered in the Commercial Register, section 37 (4), nos 3 and 3a, of the Stock Corporation Act shall apply mutatis mutandis. Whenever there is a change in the members of the supervisory board, the directors shall without undue delay submit to the Commercial Register a list of the members of the supervisory board indicating their family name, given name, profession and place of residence; in accordance with section 10 of the Commercial Code, the court shall give notice that the list has been submitted to the Commercial Register.

(4) Claims for compensation against the members of the supervisory board on account of a violation of their obligations shall become statute-barred after five years.

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