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Division 21 [Assurances on corporate governance] The management board (Vorstand) of BayernLB is independent in the daily and operational management of business and its sole duty is to the company. Neither the board of directors (Verwaltungsrat) nor the general meeting may issue instructions to it. Supervision and monitoring will be concentrated in the board of directors (which will in future be known as the supervisory board (Aufsichtsrat)); for business of fundamental importance the general rules under the law on public limited companies regarding the approval of the supervisory board (Zustimmungsvorbehalt) will apply. In addition, BayernLB is subject to legal supervision by its legal supervision authority and banking supervision by BaFin and the Bundesbank.

United Kingdom

Original text. Later amendments are not shown.

The existing board of directors of BayernLB will be transformed into a slimmed-down supervisory board with still greater involvement of external members. The following measures will be taken by 30 June 2013:

  1. (a)

    All members of the supervisory board must be fit and proper persons within the meaning of the first sentence of § 36(3) of the German Banking Act (Kreditwesengesetz — KWG). Members are fit and proper persons if they are reliable and have the expertise required to perform supervisory functions, and to assess and monitor BayernLB's business transactions.

  2. (b)

    Half the seats allocated to shareholders on the supervisory board will be filled by external expertise.

  3. (c)

    Until the end of the restructuring phase the supervisory board will be chaired by a person who is a member of the board in accordance with point 21(b) (‘external expertise’). Thereafter the chairperson will be chosen in accordance with the procedure laid down in German or European law on public limited companies.

  4. (d)

    It is also specified here that the seats allocated to shareholders will no longer be filled automatically on the basis of a person's position among the shareholders (elimination of members ‘by birth’).

  5. (e)

    The supervisory board will establish an audit committee and a risk committee. The provisions of points 21(a) to (d) will apply by analogy.

  6. (f)

    It is specified that the business of the Landesbank will be conducted in accordance with commercial principles, while at the same time taking account of its assigned tasks.