Annual Report 2012 - Tivoli

❖ Board of Directors, Executive Board and Senior Management Team of Tivoli ❖THE BOARD’S WORKThe Board of Directors ensures that the ExecutiveBoard observes the objectives, strategies, policies, etcadopted by the Board of Directors. The ExecutiveBoard briefs the Board of Directors systematically atmeetings and by written and verbal reporting. Thereporting includes matters concerning the financialposition, profitability, development and circumstancesof relevance to the surrounding world.The Board of Directors meet at least four timesa year and as required. In 2012 six board meetingswere held.Board meetings held in 201220 March 201230 April 201229 May 201215 August 201226 November 201217 December 2012Board meetings scheduled for 201321 March 201330 April 201327 May 201315 August 201329 November 2013The Board of Directors is briefed in writing on acontinuous basis on the Company’s operations andposition and on risks in key areas. In addition todeci sions on important operational matters, theBoard of Directors makes decisions on the size andcomposition of the capital base, long-term obligations,significant policies and audit issues.The Board of Directors reviews, adjusts and approvesits rules of procedure on an annual basis, determiningrequirements in terms of the reporting to be made tothe Board of Directors and communication in generalbetween the two management bodies.The Chairman and Deputy Chairman of the Boardof Directors make up the Chairmanship responsiblefor, among other things, planning the meetings of theBoard of Directors in cooperation with the ExecutiveBoard. The responsibilities of the Chairman and, inhis absence, the Deputy Chairman are determined inthe rules of procedure.The Board of Directors evaluates the work, performanceand composition of the Board of Directors andthe Executive Board on an annual basis. At the sametime, cooperation between the Board of Directorsand the Executive Board is evaluated. The Board ofDirectors assesses annually whether there is reasonto update or strengthen its members’ competencesconsidering the tasks to be undertaken. Moreover,the Board of Directors determines annually its keytasks in relation to the continuous evaluation of theExecutive Board’s work and the financial and managerialcontrol of the Company.11