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Statute of the Bundesanstalt für post und Telekommunikation Deutsche Bundespost (annex of the law on the establishment of a federal post and telecommunications Deutsche Bundespost) BAPostSa Ausfertigung date: 14.09.1994 full quotation: "Statute of the Bundesanstalt für post und Telekommunikation Deutsche Bundespost (annex of the law on the establishment of a federal post and telecommunications Deutsche Bundespost) of 14 September 1994 (BGBl. I p. 2325, 2331), by article 11 of the law of 7 May 2002 (BGBl. I S. 1529) is changed" stand : As amended by art. 11 G v. 7.5.2002 I in 1529 for details on the stand number you see in the menu see remarks footnote (+++ text detection from: 22.9.1994 +++) (+++ text of the Act, see: BAPostG +++) I. General provisions § 1 name, seat the institution bears the name "Bundesanstalt für post und Telekommunikation Deutsche Bundespost". It is headquartered in Bonn.
§ 2 subject (1) exclusive and immediate task of the Agency is to exercise the rights deriving from the German Federal Postal Act and obligations with regard to the companies arising from the part of funds of the German Federal Post Office for the Federal Republic of Germany. The agency manages the federal investments in these companies and in addition performs the duties referred to in section VII, in relation to the company. (2) the Agency shall be entitled to conduct all business necessary for the implementation of the tasks assigned to her.
(3) the Agency is not taking part in the operations of public companies. The conclusion of management contracts with the companies is prohibited from the institution.
Article 3 legal status the Agency is a legal institution of under public law. As such she can in their own name on the right-hand participate, Act, sue and be sued. Actions between the Federal Government and the institution of fachaufsichtlicher measures are excluded.
Section 4 supervision (1) the institution is subordinated to the law and supervision of the Federal Republic of Germany as asylum wearer. Supervisory authority is the Ministry of post and telecommunications.
(2) the management of the Institute shall be subject to review by the General Accounting Office.
Organs (1) organs of the institution are section 5: 1 the Board of Directors;
2. the Board of Directors.
(2) the institutions have the powers and duties assigned to them by the Federal postal law and these articles of Association.
Representation (1) which is the institution in accordance with the other provisions of the Constitution and out of court their organs represented by § 6.
(2) explanations are binding for the institution if they jointly or by a member of the organ community emitted by two members of the competent organ with a representative authorised by the competent institution.
(3) a statement of the institution over to give a body, is the charge against a member of this body is sufficient.
II. Board of Directors article 7 composition (1) who board a Chairperson and one other Member together.
(2) the Board members may not engage in no other paid Office, no trade and no profession next to her Office and not belong to the management of a company acquisition-oriented nor a Government or a legislative body of the Federation or a land. You can't give up extra-judicial opinions for a fee. For membership of a supervisory board or Board of Directors of a company aimed at acquiring the consent of the Federal Minister for post and telecommunications is required; This decides whether a fee is to be transferred. A membership on the Board of one of the three companies is excluded.
§ 8 appointment and dismissal (1) the Chairman and the other Member of the Executive Board are by the Federal Minister for post and telecommunications in consultation with the Board of Directors, and in consultation with the Federal Minister of Finance appointed and dismissed.
(2) appointment and dismissal will become effective handing of the corresponding certificate, if a later day is not intended in the document.
(3) a removal can be done only for good reason.
§ 9 the members of the Board are in a public office against the federal employment (1).
(2) the membership of the Board of Directors is limited typically to five years; Extension is allowed.
(3) the legal relationships of the members, in particular salaries, pensions, survivor's covers and liability, are governed by employment contracts, including the Federal Minister for post and telecommunications in consultation with the Federal Minister of finance with the members.
§ 10 rules of procedure (1) which gives the Board of Directors is a rules of procedure.
(2) the Board shall adopt its general rules of procedure for the institution to decision-making by the Board of Directors.
§ 11 tasks (1) task of the Board is to conduct the business of the institution. Conducting business depends on the requirements of the Federal postal law, the other provisions of these articles of Association, the General rules of procedure for the institution and the rules of procedure of the Executive Board.
(2) the Board represents the Institute and out of court. The power of representation in the various fields lays down the rules of procedure of the Executive Board.
(3) the members of the Executive Board are jointly responsible for the proper execution of the tasks incumbent upon the Board of Directors and for the implementation of the resolutions of the Board of Directors. You have to do the business with the diligence of a prudent and conscientious businessman.
(4) a member has the duties of the institution referred to in section VI, to perceive the other Member of the tasks of the Agency referred to in section VII.
(5) the management of the institution is the Board of Directors. He is in particular responsible for: 1. the preparation of the business plan, 2. the preparation of the annual financial statements and management report, 3. the creation of the annual report, 4. the conclusion of collective agreements for employees of the Institute.
§ 12 duties (1) the Management Board is the supervisory authority and the Board of Directors reports to. He presented his reports regularly, at least quarterly intervals. It should also be report of the supervision authority and the Chairman of the Board of Directors, other important occasion.
(2) the Management Board is required to report in accordance with § 22 para 2 (3) who has to submit the transactions subject to its decision to the Board of Directors Board of Directors the Board of Directors in all matters of business management. The templates are at the latest two weeks prior to the date of the meeting in sufficient quantities to submit to the Board of Directors.
((4) the Board shall immediately 1 the supervisory authority a) resolutions of the Board of Directors to submit to, b) decisions of the Board of Directors to submit, 2. the Board of Directors resolutions to the supervisory authority to submit to.
Article 13 decision making the Board to consensus decisions. A consensus is reached, the vote of the Chairman shall be decisive. In matters affecting only a Board position, the voice of the competent board member shall be decisive.
Section 14 agency through third parties (1) the Executive Committee his business principle itself perceives.
(2) in derogation from paragraph 1, the Agency required with the introduction of public companies on the capital market may be transferred to third parties contractually. To do this, first obtain the approval of the supervisory authority by the Board.
III. Board of Directors article 15 composition (1) which is the Board of Directors is made up of 10 members together. Him belong 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. one representative of the public companies;
6 a representative of the personnel of the public limited liability companies.
(2) the Chairman of the Board of Directors is named by the supervisory authority. The naming of the other members is made by the sending organisation support or advocacy organizations.
(3) the members of the Board of directors should provide a guarantee of a knowledgeable of their duties.
§ 16 appointment and dismissal (1) the members of the Board of Directors are appointed by the supervisory authority and dismissed. They are appointed for five years. Re-appointment is permissible.
(2) the members of the Board of Directors may waive their membership by written declaration to the supervisory authority.
(3) the membership expires, if the supervisory authority determines after notification by the naming beneficiaries that the prerequisites are accounts for the order.
(4) the membership is terminated when a member loses the ability to hold public office or to gain privileges from the public election. It also expires if the supervisory authority after consultation with the Board of Directors determines that something important, reclining in his person is given when a member, which justifies the withdrawal. In particular a reason that would allow for civil servants to the prohibition on the conduct of the service business (§ 60 of the federal civil servants Act) or the provisional suspension (§ 91 of the Federal disciplinary code) or a violation of the secrecy obligation applies as such according to § 22 para 6.
(5) to ensure of a continuous work and a gradual renewal, tiered membership periods are set in the initial formation of the Board of directors by the membership at the latest five years is calculated. After one year, one representative of the categories of persons referred to in article 15, paragraph 1 retires from the Board of Directors. Thus, representatives form a representative group no. 2, 3 and 4 under § 15 para 1. The first named second representative retires at the end of the second year. The remaining representatives leave after three years in Office. The order of withdrawal in each group is determined in the first meeting of the Board of directors by the Los. The result is immediately inform the supervisory authority.
(6) a member of the Board of directors before the expiration of the time for which it is called, retires, a replacement member for the rest of the time will be ordered immediately.
§ 17 compensation the members of the Board of directors receive reimbursement of expenses and a reasonable allowance that constitutes the supervisory authority.
§ 18 Deputy Chairman the Board of Directors elects a Vice-Chairman from among its members in a secret ballot. The majority of the members is required for the election. No candidate obtains in the first ballot the required majority of votes, a second ballot is held. The required majority of votes is not concluded in this ballot, a runoff takes place in a third ballot between the two candidates who have achieved the highest number of votes in the second ballot, in which a simple majority decides. In the case of an equality of votes in the run-off, the lot decides. Only a candidate exists in this election so a simple majority is sufficient also.
Article 19 duties (1) the Board of Directors monitors the management by the Executive Board. For this purpose, he regularly receives reports of the Executive Board.
(2) the members of the Board of Directors have to perform their duties to the best of my knowledge and belief.
(3) Executive Board members to the Board of Directors represents the Institute and out of court. It decides on complaints against members of the Management Board. Without prejudice to the powers of the supervisory authority.
Article 20 rules to regulate its internal order is the supervisory board rules of procedure, which shall require the approval of the supervisory authority. Committees may be established in accordance with the rules of procedure.
§ 21 meetings and resolutions (1) the Board of Directors at the invitation of its Chairman meets as often as it requires the location of shops. He meets but at least once in the quarter to an ordinary session. To extraordinary sessions he is to be called, if the Board of directors or at least five members of the Board of Directors in writing request the session. The Chairman, or in the case of prevention his Deputy may at any time convened to an extraordinary meeting of the Board.
(2) the invitation has to be carried out under notification of the agenda. The meeting must be held within two weeks after invitation.
(3) the Board of Directors is quorate, if all members at the last known address invited and at least six members including the Chairman or his Deputy are present.
(4) the decisions of the Board of Directors are, as far as the statute prescribes otherwise, taken by a simple majority of the votes. In the case of a tie, the vote of the Chairman decides.
(5) written voting is allowed.
(6) the Chairman of the Board of Directors can bring about decisions without convening a session through the written voting, if no member of the Board objects to this procedure.
(7) of the meetings of the Board of Directors, a transcript is to customize, the President has to sign.
(8) the Board may require the presence of the Executive Board. The Board of Directors and officers of the Executive Committee have the right to participate and to be heard at any time. Discussions about the appointment or removal of Board members, the Board of Directors may exclude Board members and designees from participating.
(9) the supervision authority may participate in the meetings of the Board of Directors. It can involve other members of the Federal Government, or their agents. The General Accounting Office is entitled to send a representative to the meetings of the Board of Directors.
(10) the Chairman of the Board of Directors has the Board of Directors to inform the supervisory authority and the General Accounting Office in a timely manner, send the agenda and the other documents required by each session.
(11) for the preliminary discussion of decisions of the Board of Directors in planning conferences and the companies is section 35 (12) meetings shall not be public.
Article 22 rights and duties (1) the Board of Directors is entitled before the appointment and dismissal of members of the Management Board for an opinion to the supervisory authority.
(2) the Board of Directors is entitled to request information from the Board of Directors. Also an individual Member may request information, but only to the Board of Directors; the Board rejects the information, the information may be required only if another Board member supports the request.
(3) the Board of Directors decides upon presentation by the Board through: 1. the determination of the economic plan of the Institute and major changes;
2. adoption of the annual financial statements;
3. discharge of the Executive Board;
4. compensation for losses of the companies;
5. amendments to the Statute;
6. the granting of discount on share purchases by the staff of the companies;
7. the General rules of procedure of the Agency.
(4) the decisions No. 1 to 6 require the approval of the supervisory authority; under paragraph 3 § 7 paragraph 1 sentence 2 of the German Federal Postal Act should be noted.
(5) on a proposal of the Executive Board pursuant to paragraph 3, the Board of directors within two months has to decide. If no decision is taken within this period, the template is deemed approved.
(6) the members of the Management Board are obliged to maintain confidentiality according to the regulations of the Corporation Act.
Article 23 appeal against decisions of the Board of Directors (1) the Board may against one according to § 22 para 3 decision of the Board of directors within one week after receipt of the notice raise an objection, if he considers that the decision falls short of vital interests of the institution. The Board has the opposition to teach at the same time the Federal Minister for post and telecommunications.
(2) the Board of Directors has again within one month after receipt of the opposition after consultation of the Executive Board to decide. The decision is justified.
(3) the Board of Directors with the majority of its members, shall decide to reject the opposition of the Executive Board, the Federal Minister for post and telecommunications on presentation of the Executive Board decides final. The majority required pursuant to sentence 1 is not concluded, the template of Board is considered decided.
IV. economic management section 24 financing (1) the Institute financed the performance of duties to section VI from dividends or from other federal funds.
(2) it can use the revenue of the Federal Government from dividends and stock sales, accruing to the Agency, within their economic plan except for the financing of their tasks postal law between the companies, the formation of reserves, to the exercise of rights of the Federal Government in capital increases of companies or to the transfer to the Federal pursuant to paragraph 1 in particular and priority to the financing of support funds, to the offsetting of losses in accordance with section 10 of the Federal Agency.
(3) expenditure associated with the performance of the duties referred to in section VII of the Statute are financed from the fees contractually agreed with the company.
§ 25 economic plan (1) which provides Board in good time before the start of the fiscal year a business plan on.
(2) the business plan consists of: - a preview-profit and loss account, a preview statement of cash and - an establishment plan.
(3) in the preview-profit and loss account and in the forecast capital income and expenses as well as the need for capital and the capital raising for purposes, depending on whether it is a performance of duties for the Federal Government or to a performance of duties in relation to the company disclosed separately.
(4) fiscal year is the calendar year.
(5) the management plan will be determined by the Board of Directors and approved by the supervisory authority.
(6) the Board of directors not decided the economic plan for the following year until the end of the fiscal year or the supervisory authority has not approved the plan, the Board is empowered to make all expenditures to maintain the running of the institution to comply with legally established obligations of the Institute and to continue started investment until the entry into force of the economic plan.
Section 26 year completing (1) the Board of Directors for each fiscal year financial statements and a management report according to commercial principles on.
(2) the annual accounts consists of - the balance sheet - the profit and loss account and - the annex.
(3) annual financial statements and management report are to be set up in the first three months of each financial year and submit the statutory auditors.
(4) the statutory auditor is determined by the supervisory authority.
(5) upon receipt of the test report the Board sets before immediately the Board of Directors to determine the financial statements and the management report.
(6) the annual financial statements is to determine by the Board of Directors and to submit to the supervision authority for approval.
(7) the annual business report, which contains the annual accounts and the management report is to present the Board of Directors and of the supervisory authority.
§ 27 discharge of the Executive Board (1) the Board of Directors decides, taking into account the reports of the Auditors and the Auditors on the discharge of the Executive Board. He shall inform the supervisory authority over decision-making and adds the test reports with a statement.
(2) the discharge contains a waiver of claims.
(3) the discharge is to present the supervisory authority for approval.
V. personnel section 28 officials, employees, workers (1) who can institute civil servants, employees and workers have.
(2) officials of the Institute are indirect federal officials. Supreme Administrative Authority is the Board of Directors. The Supreme Federal authority responsible for the supervision within the meaning of section 187 of the federal civil servants act is the Federal Ministry of post and telecommunications.
(3) the Federal Ministry of posts and telecommunications may reserve in cases where after the federal civil servants act or the civil servants Act, the Management Board as the Supreme authority of the service has the decision, this decision or make subject to the decision of its prior approval. It can be also binding rules for the decision of the Board of Directors.
(4) in the case of the institution, ceilings for transport offices may be exceeded as far as this is necessary due to the requirements associated with the functions.
(5) the collective agreements for employees of the institution are completed by the Board of Directors.
(6) the Board's supervisor of employees and workers of the Institute.
VI. tasks for the Federal section 29 stock management (1) the institution manages the shares of public companies resulting from the part of funds of the German Federal Post Office for the Federal Republic of Germany. It holds, acquires and sells those shares in the name and for the account of the Federal Republic of Germany.
(2) for the purchase and sale of shares requires the institution of the approval of the supervisory authority.
(3) this also applies to trading in subscription rights to shares and similar transactions.
Article 30 acquisition of shares the company acquires shares for the Federal Government in particular for the following purposes: 1 to participate in a capital increase of public companies;
2. to maintain the prescribed or provided majority of the Federal Government;
3. for course maintenance.
Article 31 sale of shares (1) the Agency sells shares of the Federal Government specifically for the following purposes: 1 in particular and priority to the financing of the pension funds;
2. to the privatization of the Corporation;
3. for broad capital formation;
4. to enable a partnership of employees of public companies;
5. for course maintenance.
(2) in the case of sale of shares, the institution of the workforce of the companies can offer a discount. Discount only for the shares of the company, the staff members belong.
§ 32 exercise of membership rights (1) which becomes the owner of the shares of the federal institution's membership rights due to the Federal Government after the German stock corporation act right.
(2) it practices the ordering of the shareholder representatives on the Supervisory Board, - the appropriation of profits, - the discharge of the members of the Management Board and the Supervisory Board, the appointment of Auditors, - amending the Statute, - the measures of capital and capital - the right proper in the annual of general meeting of the public limited liability companies and the decision-making power over - that the appointment of Auditors to control operations in the founding or Managing Director , - the merger, transfer of assets, conversion, and integration, - the approval of enterprise agreements, as well as - other tasks provided for in the statutes of the joint-stock company in accordance with the interests of the Federal Republic of Germany from. This also applies to the assertion of nullity or rescission reasons.
(3) the Agency is considered by article 3, paragraph 1 No. 1 of the German Federal postal law to the exercise of the voting rights empowers in the sense of § 134 para 3 of the Stock Corporation Act.
§ 33 introduction on the capital market (1) the Institute sold in close cooperation with the companies the shares of the Federal Government at the national and international capital markets.
(2) the Agency involves experienced underwriters to the advice, preparation and execution of the share placement.
(3) prior to conclusion of the contract with the issuing houses, the approval of the supervisory authority is to catch up.
§ 34 loss compensation (1) that agency may in favour of public companies compensate loss from dividends bring, as far as an investors agent under free-market conditions would make such compensation.
(2) in addition compensation from dividends may be made only for losses as a result of obligations as a result of the earlier form of the stock corporations as federal administration, unless no other compensation is to gain.
(3) in addition, other aid may be paid.
(4) the decision on a recoupment requires the approval of the supervisory authority.
VII. tasks in relation to the company section 35 planning conferences (1) the institution their decisions according to section VII in planning conferences and the companies prepares. At the conferences, all public companies are to participate.
(2) the invitation to the planning meetings is carried out by the Board of Directors. To invite - with a period of two weeks - are the boards of public companies. This may be represented at the meetings by proxy. An agenda is the invitation to be attached.
(3) the planning conferences have to take place in the run-up to the decision of the Board of Directors.
(4) in the planning conferences, the performance of duties discusses according to section VII and the companies with the goal of understanding.
(5) the planning conferences are not public.
Also at the request of a company, in particular in opposing corporate planning by consulting coordinate article 36 coordination by consulting (1) agency may.
(2) decision management policies of the companies not entitled to the institution.
§ 37 appearance the institution can give suggestions, how is the appearance of public companies to make.
Management principles that agency at the request of a company in the development of personal leadership principle advise § 38.
§ 39 Manteltarifverträge (1) including Institute for joint-stock companies from Manteltarifverträge. The Manteltarifverträge concluded in agreement with the companies, regulate only the General, in the annex to article 14, paragraph 1, of the Federal postal law terms in the context of labour relations in the public limited liability companies. An employer within the meaning of the labour laws and the right of collective bargaining are joint-stock companies.
(2) the remuneration, wages and working conditions of employees, workers and trainees at the companies regulate joint-stock companies independently and autonomously by collective agreements.
§ 40 social tasks (1) leading institution that in section 26 of the German Federal Postal Act listed occupational social facilities for the institution, joint-stock companies, the accident insurance fund and the Museum Foundation continue.
(2) the Agency is obliged to check the efficiency of operational social facilities.
(3) the Agency lays down the principles of home care for joint-stock companies.
(4) within the institution, the social tasks are perceived by one point.
VIII. after the entry into force or after the order as well as any change in the Federal Gazette to be published publication which are statutes, as well as the names of the members of the Executive Committee final provisions section 41. To publicize the annual financial statements of the Institute.
§ 42 entry into force this Constitution comes into effect with publication in the Gazette.
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