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Independence of Supervisory Board Members

The Companies Law is the main piece of legislation which regulates the possibility of a joint company to provide, through its corporate decision, that certain members of the supervisory board must meet specific independence criteria.

As such, in accordance with article 153*8 of the Companies Law, by means of the articles of association or by resolution of the general meeting of shareholders specific requirements of professionalism and independence may be established in respect of the members of the supervisory board. When assessing the independence of a member of the supervisory board, the criteria provided under article 138*2 paragraph (2) will be taken into account.

Furthermore, another relevant provision is article 153*10 in the Companies Law stating that, where a company (more precisely, its supervisory board) decides to set-up, among others, an audit committee, at least one member of such audit committee must be an independent member of the supervisory board.

On the other hand, the BVB Code applicable to listed companies also contains specific provisions of the independence of supervisory board members.