Print Page      Close Window     

SEC Filings

TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document

officers and external advisers of the Company. The Company shall provide the necessary means for this purpose. The Supervisory Board may require that certain officers and external advisers attend Supervisory Board Meetings.
4.4 The functioning of the Management Board and the Supervisory Board as a whole and the functioning of their respective individual members should be evaluated by the Supervisory Board on a regular basis.

Article 5
5.1 The Chairman should act on behalf of the Supervisory Board as the main contact for the Management Board, the Supervisory Board and for shareholders regarding the functioning of Managing Directors and Supervisory Directors.
5.2 The Chairman shall endeavour that:
a.     the Supervisory Board has proper contact with the Management Board and the General Meeting;
b.     the Supervisory Board elects a Vice-Chairman;
c. the functioning of individual Managing Directors and Supervisory Directors is assessed at least annually;
d. the Committees function properly;
e.     there is sufficient time for deliberation and decision-making by the Supervisory Board;
f. the Supervisory Directors and Managing Directors follow their induction programme;
g. the Supervisory Directors and Managing Directors follow their education or training programme;
h. the Supervisory Directors receive all information that is necessary for the proper performance of their duties in a timely fashion;
i. the Management Board performs activities in respect of culture;
j. he recognises signs from the Company's business and ensures that any actual or suspected misconduct is reported to him without delay;
k. the General Meeting proceeds in an orderly and efficient manner in order to promote a meaningful discussion at the General Meeting;
l. effective communication with shareholders is assured; and
m. any takeover process is properly conducted.
5.3 The Chairman should consult regularly with the Company's chief executive officer.
5.4 The Vice-Chairman shall deputise for the Chairman when the occasion arises. All duties of the Chairman shall vest in the Vice-Chairman if the Chairman is absent or unable to act. The Vice-Chairman should also act as contact for individual Supervisory Directors and Managing Directors regarding the functioning of the Chairman.

Article 6
6.1 Subject to the requirements set out in Article 6.6 below, the Supervisory Board shall meet as often as any of the Supervisory Directors deems necessary or appropriate.
6.2 Supervisory Directors are expected to attend Supervisory Board Meetings.
6.3 A Supervisory Board Meeting may be convened by or on behalf of the Chairman or any other Supervisory Director by means of a written notice sent to each of the other Supervisory Directors.
6.4 All Supervisory Directors shall be given reasonable notice of at least one week for all Supervisory Board Meetings, unless a shorter notice is required to avoid a delay which could reasonably be expected to have an