The role of the Supervisory Board is to monitor the activities of the Board of Directors. The powers of the Supervisory Board are prescribed by law, the Articles of Association, the Rules of Procedure for the Supervisory Board and any resolutions of the Supervisory Board itself. The Supervisory Board and the Board of Directors work together on the basis of mutual trust in the best interests of the Company.

In accordance with the Codetermination Act (1976), the Supervisory Board of Wincor Nixdorf AG is made up of twelve members. Six members represent the shareholders and a further six members represent the workforce.

Decisions of the Supervisory Board are adopted by resolution. These are passed by a simple majority of the votes cast, except where the law stipulates a different majority requirement. If the votes are split on the Supervisory Board, a second vote is taken on the same proposal. If this second vote is also split, the Chairman’s vote is counted twice.

The Supervisory Board established a Mediation Committee, pursuant to Section 27 (3) of the Codetermination Act, as well as a Personnel Committee and an Audit Committee, all of which are comprised of members of the Supervisory Board. The Chairman of each committee reports back to the Supervisory Board on a regular basis (no later than the next full meeting) on the key results of the committee’s discussions.

The Personnel Committee is made up of four members – two representatives of the shareholders and two representatives of the workforce. The Chairman of the Supervisory Board, Johannes P. Huth, also holds the position of Chairman of the Personnel Committee. The function of the Personnel Committee is to prepare the ground for decisions of the Supervisory Board in relation to employees, in particular the appointment and removal of members of the Board of Directors and the nomination of the President/Chief Executive Officer. The Personnel Committee may itself decide on certain transactions instead of the Supervisory Board. In such cases, it must have due regard for the requirements of the law and the provisions of the Supervisory Board’s Rules of Procedure.

The Audit Committee is also made up of four members. As the Personnel Committee, it includes two representatives of the shareholders and two representatives of the workforce. The Chairman of the Audit Committee is Hero Brahms. The Audit Committee prepares the decisions of the Supervisory Board with regard to the approval of the annual accounts and adoption of the consolidated financial statements. It conducts a prior check of the annual accounts, consolidated financial statements, management reports and proposals for the appropriation of profits. The Audit Committee also supports the Supervisory Board in monitoring the management of the Company and ensures compliance with the risk and opportunity management system.

The remuneration of the Supervisory Board and the shareholdings of its members are published in the Company’s annual report. The duties of the Supervisory Board are performed on the basis of a consensus approach between shareholder and employee representatives.

Members of the Supervisory Board receive fixed annual compensation payable at the end of the fiscal year. For further details on Supervisory Board compensation as well as remuneration of the Board of Directors, please refer to the section entitled “Related Parties” in the Notes to the Group Financial Statements.