Statutes of the Bundesanstalt für Post und Telekommunikation Deutsche Bundespost (Annex to the Act on the Establishment of a Federal Office for Post and Telecommunications Deutsche Bundespost)

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BAPostSa

Date of completion: 14.09.1994

Full quote:

" Statute of the Bundesanstalt für Post und Telekommunikation Deutsche Bundespost (Annex to the Law on the Establishment of a Federal Office for Post and Telecommunications Deutsche Bundespost) of 14 September 1994 (BGBl. 2325, 2331), as defined by Article 11 of the Law of 7 May 2002 (BGBl. I p. 1529).

Status:

Amended by Art. 11 G v. 7.5.2002 I 1529

For more details, please refer to the menu under Notes

Footnote

(+ + + Text certificate: 22.9.1994 + + +)
(+ + + Text of the law see: BAPostG + + +)

I.
General provisions

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§ 1 Name, seat

The Anstalt is named "Bundesanstalt für Post und Telekommunikation Deutsche Bundespost" (Federal Office for Post and Telecommunications). It has its headquarters in Bonn. Unofficial table of contents

§ 2 Subject matter

(1) The exclusive and immediate task of the institution is to apply to the Federal Republic of Germany the rights and obligations arising from the Bundesanstalt Post-Gesetz vis-à-vis those arising from the subsonic assets of the Deutsche Bundespost of the joint stock companies. The institution shall administer the federal holdings in these public limited liability companies and shall also carry out the tasks referred to in section VII in respect of the undertakings. (2) The institution shall be entitled to carry out all the transactions necessary for the performance of the tasks assigned to it. (3) The institution shall not participate in the operating business of the public limited companies. The establishment of control contracts with the public limited liability companies is prohibited. Unofficial table of contents

§ 3 Legal Form

The Institution is a legal institution of public law. As such, it can participate in legal transactions in its own name, act, complain and be sued. Actions between the federal government and the institution in respect of specialist supervisory measures are excluded. Unofficial table of contents

§ 4 Supervision

(1) The institution shall be subject to the legal and professional supervision of the Federal Republic of Germany as an institution of the right to act. Supervisory authority is the Federal Ministry of Post and Telecommunications. (2) The economic management of the institution is subject to the audit by the Federal Audit Office. Unofficial table of contents

§ 5 Institutions

(1) Institutions of the institution are:

1.

the Management Board;

2.

the Management Board.

(2) The institutions shall have the tasks and powers conferred upon them by the Federal Office of the Post-Law and this Statute. Unofficial table of contents

§ 6 Representation

(1) The institution shall be represented by its institutions in a judicial and extrajudicial manner in accordance with the provisions of the other statutes. (2) Declarations shall be binding on the institution if they are jointly or jointly established by two members of the competent organ. (3) If a declaration is to be made to an institution of the institution, the levy shall be sufficient for a member of that institution.

II.
Board

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§ 7 Composition

(1) The Board of Management shall be composed of one chairman and one other member. (2) The members of the Management Board shall not exercise any other remuneration, trade or profession in addition to their duties, and shall not be appointed to the management of any of the members of the Management Board. directed by a government or a legislative body of a federal or state government. They are not allowed to issue out-of-court opinions for consideration. The consent of the Federal Minister of Post and Telecommunications is required for the membership of a Supervisory Board or the Board of Directors of a company that is directed at the acquisition; the Federal Minister for Postal and Telecommunications decides to what extent compensation is to be deducted. Membership of the Management Board of one of the three public limited companies is excluded. Unofficial table of contents

§ 8 Order and convocation

(1) The Chairman and the other Member of the Executive Board shall be appointed and appointed by the Federal Minister of Post and Telecommunications in consultation with the Administrative Board and in agreement with the Federal Minister of Finance. (2) Order and A dismissal will take effect if the certificate is not given in the document a later day. (3) A dismissal can only be done on an important basis. Unofficial table of contents

§ 9 Order ratio

(1) The members of the Management Board are subject to a public service relationship with the Federal Government. (2) Membership of the Executive Board is usually limited to five years; renewal is permissible. (3) The legal relationships of the members, In particular, salaries, pensions, survivors ' remuneration and liability shall be governed by employment contracts concluded by the Federal Minister of Post and Telecommunications in agreement with the Federal Minister of Finance with the members. Unofficial table of contents

Section 10 Rules of procedure

(1) The Management Board shall adopt its rules of procedure. (2) The Management Board shall adopt a General Rules of Procedure for the Anstalt after taking a decision by the Administrative Board. Unofficial table of contents

§ 11 Tasks

(1) The Board of Management shall be responsible for carrying out the operations of the institution. The Management Board is governed by the provisions of the Federal Office of the Post-Law, the other provisions of this Statute, the General Rules of Procedure for the Anstalt and the Rules of Procedure of the Executive Board. (2) The Board represents the institution Court and out-of-court. The power of representation in the individual tasks is governed by the rules of procedure of the Management Board. (3) The members of the Management Board are responsible for the proper implementation of the tasks assigned to the Management Board and for the implementation of the decisions of the Board of Management. Managing Board jointly responsible. (4) A Member has in particular the duties of the institution under Section VI, the other Member shall have the duties of the institution under Section VII. (5) The Management Board is also responsible for the management of the institution. In particular, he shall be responsible for:

1.

the establishment of the economic plan,

2.

the drawing up of annual accounts and annual report,

3.

the preparation of the annual report,

4.

the conclusion of collective agreements for employees of the institution.

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§ 12 Duties

(1) The Management Board shall be subject to the Supervisory Authority and the Board of Directors. It shall report its reports at regular intervals, at least quarterly. In addition, the Supervisory Authority and the Chairman of the Board of Directors must be reported on other important occasions. (2) The Management Board shall be responsible to the Board of Directors in all matters of the Management Board in accordance with Section 22 (2) (3) of the Management Board. The Board of Directors shall submit to the Administrative Board the transactions subject to its decision-making. The templates shall be forwarded to the Administrative Board in sufficient quantities no later than two weeks before the date of the meeting. (4) The Board of Management shall immediately inform the Board of Directors of the

1.

of the Supervisory Authority

a)

to forward decision-making proposals to the Management Board,

b)

to submit decisions of the Management Board,

2.

to the Management Board to the Supervisory Authority.

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Section 13 Decision-making

The Board of Management is to take decisions by mutual agreement. If a match is not reached, the chairman's vote shall indicate the rash. In matters relating to only one area of the Management Board, the vote of the responsible member of the Management Board shall be given by the vote. Unofficial table of contents

§ 14 Business procure by third parties

(1) The Management Board accepts its business in principle itself. (2) By way of derogation from paragraph 1, the business procure required by the introduction of the stock companies on the capital market may be transferred contractually to third parties. The Management Board has previously received the approval of the Supervisory Authority.

III.
Management Board

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§ 15 Composition

(1) The Administrative Board shall be composed of 10 members. He belongs to:

1.

a chairman;

2.

a representative of the Federal Ministry of Finance;

3.

a representative of the Federal Ministry of the Interior;

4.

a representative of the Federal Ministry of Economics and Technology;

5.

a representative of the public limited liability companies;

6.

a representative of the staff of the public limited liability companies.

(2) The Chairman of the Management Board shall be appointed by the Supervisory Authority. The members of the Board of Directors are to be responsible for the performance of their duties in a knowledgeable way. Unofficial table of contents

§ 16 Order and convocation

(1) The members of the Board of Directors shall be appointed and dismissed by the Supervisory Authority. They will be appointed for five years. Reorder is permitted. (2) The members of the Board of Directors may waive their membership by writing a written declaration to the Supervisory Authority. (3) Membership shall be issued if the Supervisory Authority has been notified by the Supervisory Authority, after notification by (4) Membership shall lapse if a Member loses the ability to hold public office or to obtain rights from the public elections. It shall also ensure that, after consulting the Management Board, the Supervisory Authority finds that a Member is given an important reason for his/her person who justifies the departure. As such, there is in particular a reason that would entitle officials to the prohibition of the management of the services (Section 60 of the Federal Civil Service Act) or to the provisional service removal (Section 91 of the Federal disciplinary code), or a violation of the Obligation of confidentiality pursuant to § 22 (6). (5) In order to ensure continuous work and step-by-step renewal, the first-time formation of the Board of Directors shall establish a staggered membership period by means of the membership shall be measured at a maximum of five years. A representative of the categories of persons referred to in Section 15 (1) shall be appointed from the Administrative Board after the end of a year. In this connection, the representatives shall form a representative group according to § 15 (1) no. 2, 3 and 4. The second representative, who is first named, will be leaving after the end of the second year. The remaining representatives are retirees after three years of office. The order of leaving in each group shall be determined by the lot at the first meeting of the Board of Directors. The result shall be communicated to the Supervisory Authority without delay. (6) If a member of the Board of Directors is to issue a divorce before the expiry of the time for which it is appointed, a replacement member shall be appointed immediately for the remainder of the period. Unofficial table of contents

Section 17 Allowance for costs

The members of the Board of Directors receive compensation for their outlays and an appropriate allowance for costs, which the supervisory authority devotes. Unofficial table of contents

Section 18 Deputy Chairmanship

The Board of Directors shall elect a Vice-Chairman from among its members in a secret ballot. A majority of the votes of the members shall be required for the election. If no candidate receives the required majority of votes in the first ballot, a second ballot shall be held. If the required majority of votes is not reached in this ballot, a run-off vote shall take place in a third ballot between the two candidates who have reached the highest number of votes in the second ballot, in which case the simple vote shall be taken. Majority voting. In the case of a tie-up vote, the lot shall be decided. If there is only one candidate in this ballot, the simple majority shall also be sufficient. Unofficial table of contents

Section 19 Tasks

(1) The Board of Directors shall monitor the management by the Management Board. To this end, he regularly receives reports from the Board of Management. (2) The members of the Board of Directors have to exercise their duties to the best of their knowledge and conscience. (3) The Board of Directors represents the institution of the Board of Directors to the Board of Directors. extrajudicial. He decides on complaints against members of the Executive Board. The powers of the supervisory authority shall remain unaffected. Unofficial table of contents

§ 20 Rules of Procedure

In order to regulate its internal order, the Administrative Board shall adopt its rules of procedure, which shall require the approval of the supervisory authority. In accordance with the Rules of Procedure, committees may be formed. Unofficial table of contents

Section 21 Meetings and decision-making

(1) The Board of Directors shall meet at the invitation of its Chairman, as often as necessary for the situation of the business. However, it shall meet at least once in the quarter for a regular meeting. It shall be convened at extraordinary meetings if the Management Board or at least five members of the Management Board request the meeting in writing. The Chairperson or in the case of a prohibition may at any time convene the Board of Directors for an extraordinary meeting. (2) The invitation shall be made on the agenda of the agenda. The meeting must take place within two weeks of the invitation. (3) The Administrative Board shall be quorum if all members are invited, under the last known address, and at least six members, including the Chairman or his (4) The decisions of the Administrative Council shall be taken by a simple majority of the votes cast, in so far as the statutes do not require otherwise. In the event of a tie, the Chairman's vote shall be taken. (5) Written votes shall be admissible. (6) The Chairman of the Board of Directors may decide to take decisions without convening a sitting by means of a written vote, if no member of the board of directors disagrees with this procedure. (7) The meetings of the Board of Directors must be followed by a minutes to be signed by the Chairman. (8) The Board of Directors may attend the attendance of the Management Board require. The Management Board and Officer of the Executive Board have the right to participate and be heard at any time. The Board of Directors may exclude the members of the Management Board and its agents from participation in the deliberations on the appointment or dismission of board members. (9) The Supervisory Authority may attend the meetings of the Management Board participating. It may be accompanied by other members of the Federal Government or its representatives. The Federal Court of Auditors is entitled to send a representative to the meetings of the Board of Directors. (10) The Chairman of the Board of Directors has the Management Board, the Supervisory Authority and the Federal Court of Auditors in good time with the sending of the (11) For the preliminary consultation of decisions of the Board of Directors in planning conferences with the public limited liability companies, § 35. (12) The meetings are not public. Unofficial table of contents

Section 22 Rights and obligations

(1) The Board of Directors shall be entitled to deliver an opinion to the Supervisory Authority prior to the appointment and dismisation of members of the Management Board. (2) The Board of Directors shall be entitled to request information from the Board of Management. A single member may also request information, but only to the Board of Directors; if the Board of Management rejects the exchange of information, the information can only be requested if another member of the Board of Directors supports the request. (3) The The Board of Directors, after submission by the Management Board, decides on

1.

the establishment of the economic plan of the institution and of major changes;

2.

the determination of the annual accounts;

3.

the discharge of the Executive Board;

4.

compensation for losses incurred by public limited liability companies;

5.

amendments to the Articles of Association;

6.

the granting of a discount on share purchases by the employees of the stock companies;

7.

the General Rules of Procedure of the institution.

(4) The decisions pursuant to paragraph 3 (1) to (6) require the approval of the supervisory authority; § 7 (1) sentence 2 of the Bundesanstalt Post-Gesetz must be observed. (5) The Board of Directors has two months to submit a presentation of the Executive Board pursuant to paragraph 3. decision. If no decision is taken within this period, the submission shall be deemed to have been approved. (6) The members of the Board of Directors shall be obliged to secrecy in accordance with the provisions of the German Stock Corporation Act. Unofficial table of contents

Section 23 objection to decisions of the Administrative Board

(1) The Board of Management may object to a decision of the Administrative Board, pursuant to section 22 (3), within one week of receipt of the notification if it considers that the decision does not meet the important interests of the institution. The Board of Management shall at the same time inform the Federal Minister of Post and Telecommunications of the objection. (2) The Administrative Board shall again decide within one month of receipt of the objection after consulting the Board of Management. The decision shall be justified. (3) The Administrative Board, acting by a majority of its members, decides to reject the opposition of the Management Board, the Federal Minister for Post and Telecommunications shall decide on presentation of the Board of Management. If the majority required by the first sentence does not materiate, the presentation of the Management Board shall be deemed to have been adopted.

IV.
Economic governance

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Section 24 Funding

(1) The institution shall finance the performance of the duties under Section VI of dividends or other federal funds. (2) The Federal Government's revenue from dividends and share sales to which the institution is allocated may be financed by the institution within the framework of its Economic plan, in addition to the financing of the tasks referred to in paragraph 1, in particular and, as a matter of priority, for the financing of the support funds, for loss compensation in accordance with § 10 of the Federal Office of Postal Law between the public limited liability companies, to form Reserves, for the exercise of federal subscription rights in the case of capital increases in the (3) The expenses incurred in the exercise of the duties under Section VII of the Articles of Association shall be financed from the charges contracted with the undertakings. Unofficial table of contents

Section 25 Economic plan

(1) The Management Board shall set up an economic plan in good time before the beginning of the financial year. (2) The economic plan shall consist of:

-

a preview-profit and loss account,

-

a preview capital bill, and

-

an establishment plan.

(3) In the preview-profit and loss account and in the preview capital account, income and expenses as well as the capital requirement and the transfer of capital are according to purpose provisions, depending on whether this is a task perception for the federal government. (4) The financial year is the calendar year. (5) The economic plan is determined by the Board of Directors and approved by the Supervisory Authority. (6) Has the The Management Board shall, by the end of a financial year, have the economic plan for the following No decision has been taken or if the supervisory authority has not approved the economic plan, until the entry into force of the economic plan, the Management Board shall be authorized to make all the expenditure necessary to maintain the running of the institution, to carry out legally justified obligations of the institution and to continue investment. Unofficial table of contents

Section 26 Annual accounts

(1) For each financial year, the Management Board shall issue an annual financial statement and a management report in accordance with the principles of trade law. (2) The annual accounts shall consist of:

-

the balance sheet

-

the profit and loss account and

-

the Annex.

(3) The annual accounts and the annual report shall be drawn up in the first three months of each financial year and shall be submitted to the auditor. (4) The auditor shall be appointed by the supervisory authority. (5) After receipt of the audit report, the auditor shall submit: (6) The annual accounts shall be determined by the Board of Directors and submitted to the Supervisory Authority for approval. (7) The annual annual report, which contains the annual accounts and the management report shall be the Management Board and of the supervisory authority. Unofficial table of contents

Section 27 Discharge of the Executive Board

(1) The Board of Directors, taking into account the audit reports of the auditors and the Federal Audit Office, decides on the discharge of the Executive Board. He informs the supervisory authority of the decision-making process and appends the audit reports with an opinion. (2) The discharge does not contain a waiver of claims for compensation. (3) The discharge is to be submitted to the supervisory authority for approval.

V.
Staff

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§ 28 Officials, Employees, Workers

(1) The institution may have civil servants, employees and workers. (2) Officials of the institution are mediocre federal officials. The Board of Directors is the top service authority. The top federal authority responsible for supervision within the meaning of § 187 of the Federal Civil Service Act is the Federal Ministry of Post and Telecommunications. (3) The Federal Ministry of Post and Telecommunications may be in cases in which the Federal Ministry of Postal and Telecommunications The Federal Civil Service Act or the Civil Service Act of the Management Board as the supreme service authority has the decision to reserve this decision or to make the decision conditional on its prior approval. It is also possible to establish binding principles for the decision of the Board of Management. (4) The institution may exceed the upper limits of the transport offices, as far as this is necessary because of the requirements associated with the functions (5) The collective agreements for the employees of the institution are concluded by the board of directors. (6) The board of directors is the supervisor of the employees and workers of the institution.

VI.
Task perception for the federal government

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§ 29 Stock Administration

(1) The institution administers the shares of the joint stock companies for the Federal Republic of Germany, which are derived from the subsonic assets of the Deutsche Bundespost. It holds, acquires and disposes of these shares in the name and for the account of the Federal Republic of Germany. (2) The institution of the approval of the supervisory authority is required for the acquisition and disposal of these shares. (3) This also applies to the trade in Subscription rights to shares and comparable transactions. Unofficial table of contents

§ 30 Acquisition of shares

The Anstalt acquires shares for the Federal Government, in particular for the following purposes:

1.

to participate in a capital increase in public limited liability companies;

2.

for the maintenance of the required or required majority of the federal government;

3.

about the health care.

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§ 31 Sale of shares

(1) The institution shall sell shares of the Federal Government, in particular, for the following purposes:

1.

in particular and as a priority for the financing of the support funds;

2.

the privatisation of the public limited company

3.

wide-spread wealth formation;

4.

the ability of the employees of public limited liability companies to be able to participate;

5.

about the health care.

(2) In the case of the sale of shares, the institution of the employees of the stock companies may grant a remission. A remission shall only be granted for the shares of the company which belong to the employee members. Unofficial table of contents

Section 32 Exercistion of membership rights

(1) The institution shall, as the holder of the shares of the Federal Government, accept the membership rights granted to the Federal Government in accordance with the German Stock Corporation Act. (2) It shall exercise the right of access and the right of access to the Company within the framework of the Annual General Meeting of public limited liability companies. Decision-making power over

-

the appointment of shareholders ' representatives on the Supervisory Board,

-

the appropriation of the balance sheet profit,

-

the discharge of the members of the Executive Board and the Supervisory Board,

-

the appointment of the auditor,

-

the amendment of the Statute,

-

the measures of capital raising and capital reduction;

-

the appointment of auditors for the control of operations at the foundation or the management,

-

the merger, transfer of assets, transformation and integration;

-

consent to business contracts, and

-

other tasks provided for in the Articles of Association of the Company

in accordance with the interests of the Federal Republic of Germany. This also applies to the assertion of grounds for invalidity or appeal. (3) The institution is deemed to be authorized to exercise voting rights in accordance with Section 134 (3) of the German Stock Corporation Act by Section 3 (1) No. 1 of the Federal Office of the Post-Law. Unofficial table of contents

Section 33 Introduction to the capital market

(1) In close consultation with the public limited companies, the institution shall sell the shares of the federal government on the national and international capital markets. (2) The institution shall draw on the advice, preparation and execution of the stock placement experienced (3) Prior to the conclusion of the contract with the issuing houses, the approval of the supervisory authority shall be obtained. Unofficial table of contents

Section 34 Loss relief

(1) The institution may cause loss compensation from dividends for the benefit of the public limited liability companies in so far as such a compensation would be carried out in the case of investors acting under market conditions. (2) In addition, compensation may be granted from dividends are only made for losses as a result of obligations arising from the former legal form of the public limited liability companies as a federal administration, provided that no other compensation is to be obtained. (3) Furthermore, other aid may be paid (4) The decision to compensate for losses is required by the Approval of the supervisory authority.

VII.
Corporate responsibility in relation to the companies

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§ 35 Planning Conferences

(1) The institution shall prepare its decisions in accordance with Section VII in planning conferences with the public limited liability companies. All public limited companies are to be involved in the conferences. (2) The invitation to the planning conferences is carried out by the Board of Directors. To invite-with a deadline of two weeks-are the board members of the stock companies. These may be represented at the conferences by authorised representatives. The invitation is to be accompanied by an agenda. (3) The planning conferences have to be held in advance of the Executive Board decision. (4) In the planning conferences the performance of the tasks under Section VII with the joint stock companies will be held with the The objective of understanding is discussed. (5) Planning conferences are not public. Unofficial table of contents

Section 36 Coordination by advising

(1) The institution may, even at the request of a company, coordinate in particular in the case of contrasting business planning by means of advice. (2) A decision right concerning the corporate policy of the public limited companies is not available to the institution. Unofficial table of contents

§ 37 Appearance

The institution can give suggestions as to how the outward appearance of the stock companies is to be designed. Unofficial table of contents

§ 38 Guide principles

The institution may, at the request of a company, advise a company in the preparation of personnel management principles. Unofficial table of contents

Section 39 General collective agreements

(1) The institution shall terminate the collective bargaining agreements for the public limited liability companies. The general collective agreements concluded in agreement with the public limited liability companies regulate the general provisions contained in the annex to section 14 (1) of the Federal Office of the Swiss Post Act in the context of employment relationships in the Stock companies. Employers in the sense of labour laws and collective bargaining law are the public limited companies. (2) The remuneration, wages and working conditions of employees, manual workers and apprentices in the stock companies regulate the public limited companies. on its own and on its own responsibility through collective agreements. Unofficial table of contents

Section 40 Social tasks

(1) The institution shall carry out the occupational social services for the institution, the public limited liability companies, the accident insurance fund and the museum foundation listed in § 26 of the Federal Office of the Swiss Post Act. (2) The institution shall be obliged to: (3) The institution determines the principles of housing welfare for the public limited liability companies. (4) Within the institution, the social tasks are carried out by a single body.

VIII.
Final provisions

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Section 41 Publication

The articles of association and the names of the members of the Executive Board shall be notified after the entry into force or after the order as well as in the case of any change in the Federal Gazette. The annual accounts of the institution are also to be announced. Unofficial table of contents

Section 42 Entry into force

This statutes shall enter into force with publication in the Federal Law Gazans.