Changes in the Supervisory Board

In line with the articles of incorporation, the Supervisory Board of Bechtle AG consists of twelve members. According to the German Co-Determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. As none of the shareholders has any business or personal relationship with the company or with the Executive Board, no conflicts of interest are expected.

Gerhard Schick is the Chairman of the Supervisory Board. Until the election of the new Supervisory Board by the Annual General Meeting on 17 June 2008, he was also chairman of the balance sheet and accounting committee (audit committee). As of the beginning of the new term of office, he was appointed chairman of the committee pursuant to Section 27 (3) of the German Co-Determination Act (MitbestG) and chairman of the personnel committee. In the newly elected board, Dr. Jochen Wolf was appointed chairman of the audit committee. Thus, Bechtle AG complies with the DCGK recommendations (Section 5.2 (2)), according to which the Chairman of the Supervisory Board should also be chairman of the personnel committee that is responsible for the Executive Board contract, but not the chairman of the audit committee. In his capacity as Chairman of the Supervisory Board, Gerhard Schick coordinates the duties of the Supervisory Board, chairs the meetings, and represents the concerns of the Supervisory Board in external dealings. Moreover, he regularly communicates with the Executive Board in order to intensively discuss matters concerning strategic alignment, business performance, and risk management. Uli Drautz is the Vice-Chairman of the Supervisory Board.

A nomination committee has not been formed. In this respect, Bechtle does not follow the recommendation of DCGK (Section 5.3.3). In view of the staffing of the Supervisory Board, the Supervisory Board does not consider the formation of such a committee to be necessary at present.

In the past fiscal year, the term of office of the Supervisory Board members elected by the 2003 Annual General Meeting ended with the end of the Annual General Meeting on 17 June 2008. The company did not make use of the block voting option outlined in the articles of incorporation, but conducted the election of the Supervisory Board members according to the recommendation of DCGK (Section 5.4.3) by individual voting by the 2008 Annual General Meeting.

New Supervisory Board elected in 2008

The 2008 Annual General Meeting elected the individuals proposed by the Supervisory Board with clear majority. Thus, the following Supervisory Board members were confirmed in office as representatives of the shareholders: Kurt Dobitsch, Gerhard Schick, Karin Schick, Klaus Winkler, and Dr. Jochen Wolf. Due to his age, Otto Beilharz was no longer eligible for another term of office; instead, Dr. Walter Jaeger was elected as a new member of the Supervisory Board.

Before the Annual General Meeting, the Bechtle employees elected the new employee representatives. The following Supervisory Board members were confirmed in office: Udo Bettenhausen, Uli Drautz, Daniela Eberle, and Barbara Greyer. Rüdiger Dibbert and Dr. Rudolf Luz did not run for office again. Instead, the employees elected Jürgen Ergenzinger and Sonja Glaser-Reuss as members of the Supervisory Board.

The Supervisory Board endeavours to fulfil its duties with due care. Therefore, the efficiency of its activity is checked extensively every three years on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. The last survey, which was conducted in 2007, revealed that the Supervisory Board worked efficiently. Should the plenum come to the conclusion that the efficiency has deteriorated, the efficiency audit will be conducted on an annual basis.

For its work, the Supervisory Board has issued Rules of Procedure. In particular, these Rules of Procedure govern the collaboration in the Supervisory Board. The Rules of Procedure provide for an age limit of 70 for Supervisory Board candidates.