Decision-Making

The board of directors has a quorum when more than half of its members are present unless the articles of association require a greater amount. No resolution shall, however, be made, unless all members have been reserved the chance, as far as possible, to participate in the handling of the matter.

If a member of the board of directors is prevented [1.6.4.3 Disqualification of a Member of the Board] and the board has deputy members, the deputy member substituting him/her shall be given a chance to participate in the handling of the matter.

The opinion of the majority shall constitute the resolution of the board of directors unless a qualified majority is required in the articles of association. In the event of a tie, the chairperson of the board of directors has the casting vote. In the event of a tie in the election of a chairperson, the election shall be decided by drawing lots. It is possible to stipulate in the articles of association that stricter majority requirements regarding the decision-making of the board shall be applied.

Actions, which explicitly require the contribution of all members of the board of directors, are:

• signing the basic report for a new business (Start-up Notification);

• confirmation in the start-up notification that the provisions of the Limited Liability Companies Act have been complied with when founding a company;

• confirmation in the Trade Register notice of the members of the board of directors of each company participating in the merger or demerger that the provisions of the Limited Liability Companies Act have been complied with;

• confirmation in the Trade Register notice of the members of the board of directors that the provisions of the Limited Liability Companies Act have been complied with when issuing new shares.