Boards' working procedures

Declaration dated 16 April 2024

Working procedures of the management board and the supervisory board as well as the composition and working method of their committees

Adtran Networks SE (“Adtran Networks”) is subject to German stock corporation law and therefore has a dualistic management system consisting of a management board and a supervisory board.

Management board

The management board is bound by the interests of the company and committed to increasing the company's sustainable value. The members of the management board are jointly responsible for the entire management and decide on fundamental issues of business policy and corporate strategy as well as on annual and multi-year planning.

Adtran Networks is currently managed by an international management board. Three highly motivated and experienced board members plan, support and steer the growth of the company: 

• Thomas Richard Stanton, Chairman
• Christoph Glingener, CTO
• Ulrich Dopfer, CFO

The management board fulfills the duties required by law and the articles of association. Section 13 (2) of the articles of association contains of a catalogue of transactions for which the management board requires the approval of the supervisory board. The management board represents the company externally through two management board members jointly or through one management board member together with an authorized signatory (“Prokurist”). At present, five authorized signatories are appointed. 

In the 2023 financial year, there were the following personnel changes on the Adtran Networks management board:

Effective 21 January 2023, Scott St. John resigned from his position as a member of the Executive Board. Christoph Glingener resigned from his position as Chairman of the Executive Board (CEO) with effect from 30 June 2023. With effect from 1 July 2023, Thomas Richard Stanton was appointed as a member of the Executive Board and took over from Christoph Glingener as Chairman of the Management Board (CEO) of Adtran Networks.

The work allocation results in detail from the schedule of responsibilities. The management board meets at least once a week to discuss strategic and current operational issues in detail and to make necessary decisions. In addition, the members of the management board regularly take part in the meetings of the supervisory board, provide written and oral reports on the individual agenda items and draft resolutions, and answer questions from the supervisory board.

Composition of the management board and succession planning

The supervisory board of Adtran Networks appoints the members of the management board. Together with the management board, it ensures long-term succession planning for the composition of the management board. The supervisory board decides how many members the management board should have (two as a general rule according to the articles of association), whether there should be a chairman, appoints the members of the management board, and decides whether a deputy chairman should be appointed. The basic eligibility criteria for the selection of candidates for a management board position include in particular

• personality,
• convincing leadership skills,
• past achievements,
• company knowledge within the telecommunications sector, and
• the ability to adapt business models and processes in an ever-changing world.

The composition of the management board should ensure effective and sustainable management of Adtran Networks and the Adtran Group based on the company's interests.

In Section 1 (2) of the rules of procedure for the supervisory board, an age limit of 65 years is set for members of the management board.

For long-term succession planning, the aforementioned suitability criteria and the defined profile serve as a basis for the supervisory board when determining whether to fill a position on the management board. The supervisory board is in regular contact with the management board and actively monitors employees at the management level and their development within the Adtran Group in consideration for their suitability as potential candidates for new management board positions. Suitable candidates should be promoted accordingly. In addition, the supervisory board monitors the market for possible external candidates to fill board positions.

Supervisory board

Adtran Networks has an international supervisory board consisting of three members. Its members have a broad professional background and are seasoned experts in their respective fields. 

Dr. Eduard Scheiterer, Chairman

• Independent Member 
• since 10 July 2023 
• Member since 5 October 2022 
• Chairman of the Compensation and Nomination Committee
• Member of the Audit Committee  
• Pensioner

Frank Fischer, Vice Chairman 

• Independent Member 
• Vice Chairman since 21 September 2022 
• Member since 14 September 2022
• Chairman of the Audit Committee 
• Member of the Compensation and Nomination Committee 
• Tax consultant, lawyer, specialist lawyer for tax law

Heike Kratzenstein

• Independent Member 
• Member since 1 July 2023 
• Member of the Audit Committee 
• Member of the Compensation and Nomination Committee 
• CEO at Asmodee Holding GmbH 

There were the following personnel changes on the supervisory board in the 2023 financial year:

July 2023, Heike Kratzenstein was appointed by the court as a member of the supervisory board of Adtran Networks. The elected member succeeded Johanna Hey, who resigned from the company's supervisory board with effect from 30 June 2023 following her resignation from office on 21 June 2023.

Eduard Scheiterer was subsequently elected as the new Chairman of the supervisory board on 10 July 2023.

The office of Deputy Chairman of the supervisory board continued to be held by Frank Fischer, who had already been elected Deputy Chairman on 21 September 2022, which was reconfirmed on 30 November 2022 (following the Extraordinary General Meeting).The supervisory board meets at least twice every six months. In the 2023 financial year, the supervisory board had a total of five ordinary meetings. Furthermore the supervisory board had in the financial year 2023 two extraordinary meetings. 

The supervisory board performs the duties required by law and the articles of association. It advises and supervises the management board in its work. The supervisory board is involved directly and at an early stage in all major decisions important to the company. At regular meetings - and if necessary, also at extraordinary meetings - the management board provides the supervisory board with extensive, comprehensive and prompt written and oral reports about the company's situation. This covers in particular the strategic orientation, market development, growth prospects and the current financial position, net assets and earnings situation including budget development, investments, personnel situation, compliance and risk management. The supervisory board meets regularly, even without the management board, to discuss management board and supervisory board matters as well as strategy, planning and business development. All significant business transactions within the company are included in the management board reports, which are discussed in detail by the entire supervisory board. Changes in business processes for strategic planning and objectives are explained in detail by the management board and reviewed by the supervisory board. 

Certain reports and proposed resolutions of the management board are subject to supervisory board approval after thorough review and discussion, and to the extent required by law or the articles of association. In addition, the chairman of the supervisory board and his deputy in particular are in regular contact with the members of the management board between supervisory board meetings and are informed both in writing and orally about current business developments, significant business transactions and any pending decisions. 

Meeting documents, including any proposed resolutions, are timely sent to the members of the supervisory board prior to the respective supervisory board meeting. The option of passing resolutions by written circulation is rarely used, and only in cases of particular urgency  where no extensive discussion is required. 

Each year, the supervisory board reports the activities of the supervisory board and its committees in its report to the shareholders. In the annual general meeting, the chairman of the supervisory board reports the activities of the supervisory board. 

The members of the supervisory board must ensure that they have enough time to perform their duties and are each responsible for completing any necessary training and further education. The company also provides reasonable support, e.g. by offering internal trainings on topics relevant to the supervisory board and by informing them of regulatory changes and developments. New members of the supervisory board shall be trained accordingly. 

Competence profile of the supervisory board

The supervisory board ensures that its members as a whole have the knowledge, skills and professional experience required to properly perform their tasks. In addition to the specific objectives for its composition, the supervisory board has provided a competence profile with special requirements for professional and personal skills. This provides for the following objectives for the composition of the supervisory board:

• At least one member of the supervisory board must have expertise in the field of accounting and at least one other member of the supervisory board must have expertise in the field of auditing (Section 100 (5) German Stock Corporation Act (AktG); D.3 German Corporate Governance Code (GCGC)). 
• At least one member of the supervisory board should be from a country other than Germany or should have gained significant experience outside of Germany. 
• At least two members of the supervisory board should be independent of the company as well as the management board (C.7 GCGC). 
• At least one member of the supervisory board should be independent of a controlling shareholder (C.9 GCGC).
• At least one member of the supervisory board should have specific expertise in the company’s industry. 
• Supervisory board members should be in their entirety familiar with the business sector the company is operating in (Section 100 (5) AktG). 
• At least one member of the supervisory board should be a woman, at least one member should be a man. 
• The members of the supervisory board as a whole should have expertise in the sustainability issues that are important for the company (C.1 GCGC).

According to recommendation C.6 of the German Corporate Governance Code, the supervisory board should have what it considers to be an appropriate number of independent members. Independent in this sense are those members who have no business or personal relationship with the company, its management board, a controlling shareholder or an affiliated company or their board of directors. As decided in the competence profile, the supervisory board is of the opinion that at least two of its members should be independent of the company and its management board and one member should be independent of a controlling shareholder. With Frank Fischer, Eduard Scheiterer and Heike Kratzenstein, all members of the supervisory board are independent of the controlling shareholder as well as the company and its management board.

At its meeting on 16 April 2024, the supervisory board reviewed its composition with regard to the defined objectives and came to the following conclusion:

In the current composition of the supervisory board, the competence profile is fulfilled overall, and all requirements are fulfilled by at least one member of the supervisory board.  This is also shown in the following matrix.

Competency Matrix (as of 16 April 2024):

Explanations: 

1. Mr Fischer was already a member of the Supervisory Board of Adtran Networks (formerly ADVA Optical Networking SE) in 2012.
2. Mr Scheiterer has worked in the industry for over 40 years, including for companies such as Siemens AG, Nokia Siemens Networks and ADTRAN Inc. Most recently, he was Managing Director of ADTRAN GmbH in Berlin from September 2012 to 2021.
3. Mr Fischer has been a specialist lawyer for tax law since 2006 and a tax consultant since 2015.
4. Mrs Kratzenstein was CFO of Asmodee Holding in 2022, CFO of Lacoste DACH & SCAN (Maus Freres S.A.) from 2016 to 2020 and in Controlling at the Escada Group from 1996 to 2015.
5. Mr Scheiterer has many years of international experience. He was Senior Vice President International Markets from 2014 to 2017 and then Senior Vice President Research & Product Development at ADTRAN Inc. in Huntsville, Alabama, from 2017 to 2019, Team Leader of Portfolio Clean Team 'Core Networks' at Nokia Siemens Networks in Munich and Helsinki from 2006 to 2007 and Head of R&D at ROLM - A Siemens Company, in Santa Clara, CA, USA, from 1990 to 1996.

Self-assessment of the supervisory board

The supervisory board regularly reviews how efficiently the supervisory board and its committees fulfill their tasks. The supervisory board can often profit from new impulses in their work as a result. The review is achieved, among other means, through self-evaluation. This derives from an extensive questionnaire, and subsequently, the entire supervisory board extensively examines and discusses the respective results. In addition to the supervisory board’s qualitative criteria, such self-assessments cover in particular the procedural supervisory board processes and the flow of information between the committees and the entire supervisory board as well as the timely and sufficient provision of information to the supervisory board. In addition, the supervisory board stipulates the information and reporting obligations of the management board. The supervisory board completed the last self-assessment in 2023. No significant deficits were found either during such self-assessment or thereafter. 

Supervisory board committees 

Committees are formed by the supervisory board in accordance with the statutory provisions pursuant to Section 107 (3) of the German Stock Corporation Act (AktG). Currently, there are two committees in place:

Due to the now applicable regulation of Section 107 (4) sentence 2 German Stock Corporation Act (AktG), the Audit Committee now consists of the three members of the supervisory board – Frank Fischer, Eduard Scheiterer and Heike Kratzenstein - with Frank Fischer as Chairman of the Committee. Mr. Fischer, as the chairman, is a lawyer in his own office and a tax consultant. Mr Fischer has also completed a two-year long-distance learning course in environmental law at the University of Lüneburg and therefore also has expertise in the areas of sustainability reporting and its auditing. Mrs Kratzenstein, the Deputy Chairwoman of the Committee, is CEO of Asmodee Holding GmbH, was previously CFO and has many years of experience in controlling. The Compensation and Nominating Committee was expanded to three members and now also consists of the members of the supervisory board with Eduard Scheiterer as chairman.

The work of the committees is regularly reported and discussed during the supervisory board plenary sessions.

Declaration dated 8 March 2023

Working procedures of the management board and the supervisory board as well as the composition and working method of their committees

ADVA Optical Networking SE (“ADVA”) is subject to German stock corporation law and therefore has a dualistic management system consisting of a management board and a supervisory board.

Management board

The management board is bound by the interests of the company and committed to increasing the company's sustainable value. The members of the management board are jointly responsible for the entire management and decide on fundamental issues of business policy and corporate strategy as well as on annual and multi-year planning.

ADVA is currently managed by an international management board. Two highly motivated and experienced board members plan, support and steer the growth of the company: 

• Christoph Glingener, Chief executive officer
• Ulrich Dopfer, Chief financial officer

The management board fulfills the duties required by law and the articles of association. Section 13 (2) of the articles of association contains of a catalogue of transactions for which the management board requires the approval of the supervisory board. The management board represents the company externally through two management board members jointly or through one management board member together with an authorized signatory (“Prokurist”). At present, five authorized signatories are appointed. 

In the 2022 financial year, there were the following personnel changes on the ADVA management board:

Effective August 31, 2022, Brian Protiva has resigned as a member and as Chief Executive Officer of the management board. Christoph Glingener was appointed as the new Chief Executive Officer of the management board effective September 1, 2022. Scott St. John resigned as a member of the management board effective January 21, 2023.

The work allocation results in detail from the schedule of responsibilities. The management board meets at least once a week to discuss strategic and current operational issues in detail and to make necessary decisions. In addition, the members of the management board regularly take part in the meetings of the supervisory board, provide written and oral reports on the individual agenda items, and draft resolutions, and answer questions from the supervisory board.

Composition of the management board and succession planning

The supervisory board of ADVA appoints the members of the management board. Together with the management board, it ensures long-term succession planning for the composition of the management board. The supervisory board decides how many members the management board should have (two as a general rule according to the articles of association), whether there should be a chairman, appoints the members of the management board, and decides whether a deputy chairman should be appointed. The basic eligibility criteria for the selection of candidates for a management board position include in particular

• personality,
• convincing leadership skills,
• past achievements,
• company knowledge within the telecommunications sector, and
• the ability to adapt business models and processes in an ever-changing world.

The composition of the management board should ensure effective and sustainable management of ADVA and the ADVA Group based on the company's interests.

In Section 1 (2) of the rules of procedure for the supervisory board, an age limit of 65 years is set for members of the management board.

For long-term succession planning, the aforementioned suitability criteria and the defined profile serve as a basis for the supervisory board when determining whether to fill a position on the management board. The supervisory board is in regular contact with the management board and actively monitors employees at the management level and their development within the ADVA Group in consideration for their suitability as potential candidates for new management board positions. Suitable candidates should be promoted accordingly. In addition, the supervisory board monitors the market for possible external candidates to fill board positions.

ADVA has an international supervisory board consisting of three members. Its members have a broad professional background and are seasoned experts in their respective fields. 

Johanna Hey, Chairwoman
Chairwoman since September 21, 2022 
Member since May 16, 2011 
Chairwoman of the Compensation and Nomination Committee
Member of the Audit Committee 
Professor for tax law, University of Cologne, Cologne, Germany

Frank Fischer, Vice Chairman 

Independent Member
Member since September 14, 2022
Vice Chairman since September 21, 2022
Chairman of the Audit Committee 
Member of the Compensation and Nomination Committee 
Tax consultant, lawyer, specialist lawyer for tax law

Eduard Scheiterer, Member

Independent Member
Member since October 5, 2022
Member of the Audit Committee 
Member of the Compensation and Nomination Committee 
Pensioner

There were the following personnel changes on the supervisory board in the 2022 financial year:

ADVA shareholders elected Frank Fischer and Eduard Scheiterer to the supervisory board at the ADVA Extraordinary General Meeting on November 30, 2022, thereby following the supervisory board's nominations. Frank Fischer previously became active as a court-appointed member of the supervisory board in September 2022, Eduard Scheiterer in October 2022. The elected follow Nikos Theodosopoulos and Michael Aquino, who left the supervisory board of ADVA due to declarations of resignation on August 4, 2022 respectively on September 24, 2022.

Johanna Hey was elected as the new Chairwoman and Mr. Frank Fischer as new Vice Chairman of the supervisory board on September 21, 2022.

The supervisory board meets at least twice every six months. In the 2022 financial year, the supervisory board had a total of four ordinary meetings.

The supervisory board performs the duties required by law and the articles of association. It advises and supervises the management board in its work. The supervisory board is involved directly and at an early stage in all major decisions important to the company. At regular meetings - and if necessary, also at extraordinary meetings - the management board provides the supervisory board with extensive, comprehensive and prompt written and oral reports about the company's situation. This covers in particular the strategic orientation, market development, growth prospects and the current financial position, net assets and earnings situation including budget development, investments, personnel situation, compliance and risk management. The supervisory board meets regularly, even without the management board, to discuss management board and supervisory board matters as well as strategy, planning and business development. All significant business transactions within the company are included in the management board reports, which are discussed in detail by the entire supervisory board. Changes in business processes for strategic planning and objectives are explained in detail by the management board and reviewed by the supervisory board. 

Certain reports and proposed resolutions of the management board are subject to supervisory board approval after thorough review and discussion, and to the extent required by law or the articles of association. In addition, the chairwoman of the supervisory board and her deputy in particular are in regular contact with the members of the management board between supervisory board meetings and are informed both in writing and orally about current business developments, significant business transactions and any pending decisions. 

Meeting documents, including any proposed resolutions, are timely sent to the members of the supervisory board prior to the respective supervisory board meeting. The option of passing resolutions by written circulation is rarely used, and only in cases of particular urgency  where no extensive discussion is required. 

Each year, the chairwoman of the supervisory board reports the activities of the supervisory board and its committees in her report to the shareholders and in the annual general meeting. 

The members of the supervisory board must ensure that they have enough time to perform their duties and are each responsible for completing any necessary training and further education. The company also provides reasonable support, e.g. by offering internal trainings on topics relevant to the supervisory board and by informing them of regulatory changes and developments. New members of the supervisory board shall be trained accordingly. 

Competence profile of the supervisory board

The supervisory board ensures that its members as a whole have the knowledge, skills and professional experience required to properly perform their tasks. In addition to the specific objectives for its composition, the supervisory board has provided a competence profile with special requirements for professional and personal skills. This provides for the following objectives for the composition of the supervisory board:

• At least one member of the supervisory board must have expertise in the field of accounting and at least one other member of the supervisory board must have expertise in the field of auditing (Section 100 Abs 5 AktG; D3 GCGC).  
• At least one member of the Board should be from a country other than Germany or should have gained significant experience outside of Germany.  
• At least two members of the Board should be independent from the company as well as the management board (C7 GCGC).  
• At least one member of the supervisory board should be independent of a controlling shareholder (C9 GCGC).
• At least one member of the supervisory board should have specific expertise in the Company’s industry.  
• Supervisory board members should be in their entirety familiar with the business sector the company is operating in (section 100 para 5 AktG).  
• At least one member of the supervisory board should be a woman, at least one member should be a man.  
• The members of the supervisory board as a whole should have expertise in the sustainability issues that are important for the company (C1 GCGC).

According to recommendation C.6 of the German Corporate Governance Code, the supervisory board should have what it considers to be an appropriate number of independent members. Independent in this sense are those members who have no business or personal relationship with the company, its management board, a controlling shareholder or an affiliated company or their board of directors. As decided in the competence profile, the supervisory board is of the opinion that at least two of its members should be independent from the company and its management board and one member should be independent from a controlling shareholder. With Frank Fischer and Eduard Scheiterer two members of the supervisory board are independent from the controlling shareholder as well as the company and its management board.

At its meeting on November 7, 2022, the supervisory board reviewed its composition with regard to the defined objectives and came to the following conclusion:

In the current composition of the supervisory board, this profile of skills and expertise and all requirements are fulfilled by at least one member of the supervisory board. 

Competency Matrix (as of October 5,2022):

Explanations: 

1. Ms. Hey has been a member of the Supervisory Board of ADVA Optical Networking SE since 2011.
2. Mr. Fischer was already in 2012 on the Supervisory Board of ADVA Optical Networking SE.
3. Mr. Scheiterer has been working in the industry for over 40 years, including for companies such as Siemens AG, Nokia Siemens Networks and ADTRAN Inc. Most recently, from September 2012 to 2021, he was Managing Director of ADTRAN GmbH in Berlin.
4. Ms. Hey has been teaching taxation law at German universities (Düsseldorf, Cologne) since 2002; see Sec. 38 (1) no. 1 German Tax Accountancy Law (StBerG).
5. Mr. Fischer has been a specialist lawyer for tax law since 2006 and has also been a tax advisor since 2015.
6. Ms. Hey researches and teaches from time to time as a global professor at the New York University School of Law. Mr. Scheiterer served as Senior Vice President International Markets from 2014 to 2017 and then as Senior Vice President Research and Product Development from 2017 to 2019 at ADTRAN Inc. based in Huntsville, Alabama, United States of America. 
7. Ms. Hey has been a member of the ADVA Optical Networking SE Supervisory Board since May 2011. From May 2023 she will have been a member of the company's Supervisory Board for more than twelve years. This fulfills one of the indicators which, according to recommendation C.7 of the GCGC, must be taken into account when assessing the independence of supervisory board members.

Self-assessment of the supervisory board

The supervisory board regularly reviews how efficiently the supervisory board and its committees fulfill their tasks whereby the supervisory board can often profit from new impulses in their work as a result. The review is achieved, among other means, through self-evaluation. This derives from an extensive questionnaire, and subsequently, the entire supervisory board extensively examines and discusses the respective results. In addition to the supervisory board’s qualitative criteria, such self-assessments cover in particular the procedural supervisory board processes and the timely and adequate flow of information between the committees and the entire supervisory board. In addition, the supervisory board stipulates the information and reporting obligations of the management board. The supervisory board completed the last self-assessment in 2022. No significant deficits were found either during such self-assessment or thereafter. 

Supervisory board committees 

Committees are formed by the supervisory board in accordance with the statutory provisions pursuant to Sec. 107 (3) of the German Stock Corporation Act (AktG). Currently, there are two committees in place:

Until August 2022, the Audit Committee consisted of Johanna Hey (as Chairwoman) and Nikos Theodosopoulos. Due to the now applicable regulation of Sec. 107 (4) sentence 2 AktG, the Audit Committee now consists of the three members of the supervisory board – Johanna Hey, Frank Fischer and Eduard Scheiterer – with Frank Fischer as the committee chairman. Mr. Fischer, as the chairman, is a lawyer in his own office and a tax consultant. Ms. Hey, as the Vice Chair of the committee, is a professor of tax law and has been a member of ADVA’s Audit Committee for years. Both have in-depth knowledge and experience in the areas of accounting, internal control and risk management processes and auditing. Mr. Fischer also has a degree in environmental law and therefore has expertise in the areas of sustainability reporting and its verification.

The Compensation and Nominating Committee consisted of Nikos Theodosopoulos (Chairman) and Michael Aquino until August and September respectively. It was expanded to three members and now also consists of the members of the supervisory board with Johanna Hey as chairwoman.

The work of the committees is regularly reported and discussed during the supervisory board plenary sessions. 

Declaration dated 22 February 2022

Working procedures of the management board and the supervisory board as well as the composition and working method of their committees

ADVA Optical Networking SE (“ADVA”) is subject to German stock corporation law and therefore has a dualistic management system consisting of a management board and a supervisory board.

Management board

The management board is bound by the interests of the company and committed to increasing the company's sustainable value. The members of the management board are jointly responsible for the entire management and decide on fundamental issues of business policy and corporate strategy as well as on annual and multi-year planning.

ADVA is currently managed by an international management board. Four highly motivated and experienced board members plan, support and steer the growth of the company: 

Brian Protiva, Chief executive officer
Christoph Glingener, Chief technology officer 
Ulrich Dopfer, Chief financial officer
Scott St. John, Chief marketing and sales officer

The management board fulfills the duties required by law and the articles of association. Section 13 (2) of the articles of association contains a catalogue of transactions for which the management board requires the approval of the supervisory board. The management board represents the company externally through two management board members jointly or through one management board member together with an authorized signatory (“Prokurist”). At present, five authorized signatories are appointed. 

The ADVA management board consisted of four members during the 2021 financial year, with the work allocation detailed in the schedule of responsibilities. The management board meets at least once a week to discuss strategic and current operational issues in detail and to make necessary decisions. In addition, the members of the management board regularly take part in the meetings of the supervisory board, provide written and oral reports on the individual agenda items, and draft resolutions, and answer questions from the supervisory board.

Composition of the management board and succession planning

The supervisory board of ADVA appoints the members of the management board. Together with the management board, it ensures long-term succession planning for the composition of the management board. The supervisory board decides how many members the management board should have (two as a general rule according to the articles of association), whether there should be a chairman, appoints the members of the management board, and decides whether a deputy chairman should be appointed. The basic eligibility criteria for the selection of candidates for a management board position include in particular

• personality,
• convincing leadership skills,
• past achievements,
• company knowledge within the telecommunications sector, and
• the ability to adapt business models and processes in an ever-changing world.

The composition of the management board should ensure effective and sustainable management of ADVA and the ADVA Group based on the company's interests.

In Section 1 (2) of the rules of procedure for the supervisory board, an age limit of 65 years is set for members of the management board.

For long-term succession planning, the aforementioned suitability criteria and the defined profile serve as a basis for the supervisory board when determining whether to fill a position on the management board. The supervisory board is in regular contact with the management board and actively monitors employees at the management level and their development within the ADVA Group in consideration for their suitability as potential candidates for new management board positions. Suitable candidates should be promoted accordingly. In addition, the supervisory board monitors the market for possible external candidates to fill board positions.

Supervisory board

ADVA has an international supervisory board consisting of three members. Its members have a broad professional background and are seasoned experts in their respective fields. 

Nikos Theodosopoulos, Chairman
Chairman since January 9, 2015
Member since December 29, 2014
Chairman of the compensation and nomination committee
Member of the audit committee
Founder and managing member of NT Advisors LLC, Manhasset, New York, USA 

Johanna Hey, Vice Chairwoman
Vice chairwoman since June 4, 2013,
Member since May 16, 2011
Chairwoman of the audit committee
Professor for tax law, University of Cologne, Cologne, Germany

Michael Aquino, Member
Member since June 13, 2018, 
Member of the compensation and nomination committee
Technology strategy consultant, 
Peachtree City, Georgia, USA 

The supervisory board of the company consisted of these three members during the 2021 financial year. 

The supervisory board meets at least twice every six months. In the 2021 financial year, the supervisory board had a total of five meetings.

The supervisory board performs the duties required by law and the articles of association. It advises and supervises the management board in its work. The supervisory board is involved directly and at an early stage in all major decisions important to the company. At regular meetings - and if necessary, also at extraordinary meetings - the management board provides the supervisory board with extensive, comprehensive and prompt written and oral reports about the company's situation. This covers in particular the strategic orientation, market development, growth prospects and the current financial position, net assets and earnings situation including budget development, investments, personnel situation, compliance and risk management. The supervisory board meets regularly, even without the management board, to discuss management board and supervisory board matters as well as strategy, planning and business development. All significant business transactions within the company are included in the management board reports, which are discussed in detail by the entire supervisory board. Changes in business processes for strategic planning and objectives are explained in detail by the management board and reviewed by the supervisory board. 

Certain reports and proposed resolutions of the management board are subject to supervisory board approval after thorough review and discussion, and to the extent required by law or the articles of association. In addition, the chairman of the supervisory board and his deputy in particular are in regular contact with the members of the management board between supervisory board meetings and are informed both in writing and orally about current business developments, significant business transactions and any pending decisions. 

Meeting documents, including any proposed resolutions, are timely sent to the members of the supervisory board prior to the respective supervisory board meeting. The option of passing resolutions by written circulation is rarely used, and only in cases of particular urgency  where no extensive discussion is required. 

Each year, the chairman of the supervisory board reports the activities of the supervisory board and its committees to the shareholders in the annual general meeting. 

The members of the supervisory board must ensure that they have enough time to perform their duties and are each responsible for completing any necessary training and further education. The company also provides reasonable support, e.g., by offering internal trainings on topics relevant to the supervisory board and by informing them of regulatory changes and developments. New members of the supervisory board shall be trained accordingly.

Competence profile of the supervisory board

The supervisory board ensures that its members as a whole have the knowledge, skills and professional experience required to properly perform their tasks. In addition to the specific objectives for its composition, the supervisory board has provided a competence profile with special requirements for professional and personal skills. This provides for the following objectives for the composition of the Supervisory Board:

• At least one member of the Board has to be a financial expert (Section 100 Abs 5 AktG).
• At least one member of the Board should be from a country other than Germany or should have gained significant experience outside of Germany.
• At least two members of the Board should be independent (C6 – C12 DCGK).
• At least one member of the Board should have specific expertise in the Company’s industry.
• Board members should be in their entirety familiar with the business sector the Company is operating in (section 100 para 5 AktG).
• At least one member of the Board should be a woman, at least one member should be a man.
• Self-assessment of the supervisory board

The supervisory board regularly reviews how efficiently the supervisory board and its committees fulfill their tasks whereby the supervisory board can often profit from new impulses in their work as a result. The review is achieved, among other means, through self-evaluation. This derives from an extensive questionnaire, and subsequently, the entire supervisory board extensively examines and discusses the respective results . In addition to the supervisory board’s qualitative criteria, such self-assessments cover in particular the procedural supervisory board processes and the timely and adequate flow of information between the committees and the entire supervisory board. In addition, the supervisory board stipulates the information and reporting obligations of the management board. The supervisory board completed the last self-assessment in 2021. No significant deficits were found either during such self-assessment or thereafter. 

Supervisory board committees 

Committees are formed by the supervisory board in accordance with the statutory provisions pursuant to Sec. 107 (3) of the German Stock Corporation Act (AktG). Currently, there are two committees in place. The audit committee consisting of Johanna Hey (chairwoman) and Nikos Theodosopoulos. The chairwoman has in-depth knowledge and experience in the areas of accounting, internal control procedures and auditing. The compensation and nomination committee consists of Nikos Theodosopoulos (chairman) and Michael Aquino.

The task of the committees includes in particular preparing topics and resolutions for review in the supervisory board plenary sessions. Decision-making powers are not transferred to the committees. The work of the committees is regularly reported and discussed during the supervisory board plenary sessions.

Declaration dated 23 February, 2021

Working procedures of the management board and the supervisory board as well as the composition and working method of their committees

ADVA Optical Networking SE (“ADVA”) is subject to German stock corporation law and therefore has a dualistic management system consisting of a management board and a supervisory board.

Management board

The management board is bound by the interests of the company and committed to increasing the company's sustainable value. The members of the management board are jointly responsible for the entire management and decide on fundamental issues of business policy and corporate strategy as well as on annual and multi-year planning.

ADVA is currently managed by an international management board. Four highly motivated and experienced board members plan, support and steer the growth of the company: 

• Brian Protiva, Chief executive officer
• Christoph Glingener, Chief technology officer 
• Ulrich Dopfer, Chief financial officer
• Scott St. John, Chief marketing and sales officer

The management board fulfills the duties required by law and the articles of association. Section 13 (2) of the articles of association contains a catalogue of transactions for which the management board requires the approval of the supervisory board. The management board represents the company externally through two management board members jointly or through one management board member together with an authorized signatory (“Prokurist”). At present, five authorized signatories are appointed. 

The ADVA management board consisted of four members during the 2020 financial year, with the work allocation detailed in the schedule of responsibilities. The management board meets at least once a week to discuss strategic and current operational issues in detail and to make necessary decisions. In addition, the members of the management board regularly take part in the meetings of the supervisory board, provide written and oral reports on the individual agenda items, and draft resolutions, and answer questions from the supervisory board.

Composition of the management board and succession planning

The supervisory board of ADVA appoints the members of the management board. Together with the management board, it ensures long-term succession planning for the composition of the management board. The supervisory board decides how many members the management board should have (two as a general rule according to the articles of association), whether there should be a chairman, appoints the members of the management board, and decides whether a deputy chairman should be appointed. The basic eligibility criteria for the selection of candidates for a management board position include in particular:

• personality,
• convincing leadership skills,
• past achievements,
• company knowledge within the telecommunications sector, and
• the ability to adapt business models and processes in an ever-changing world.

The composition of the management board should ensure effective and sustainable management of ADVA and the ADVA Group based on the company's interests.

In Section 1 (2) of the rules of procedure for the supervisory board, an age limit of 65 years is set for members of the management board.

For long-term succession planning, the aforementioned suitability criteria and the defined profile serve as a basis for the supervisory board when determining whether to fill a position on the management board. The supervisory board is in regular contact with the management board and actively monitors employees at the management level and their development within the ADVA Group in consideration for their suitability as potential candidates for new management board positions. Suitable candidates should be promoted accordingly. In addition, the supervisory board monitors the market for possible external candidates to fill board positions.

ADVA has an international supervisory board with three members. Its members have a broad professional background and are seasoned experts in their respective fields

Nikos Theodosopoulos, Chairman

Chairman since January 9, 2015
Member since December 29, 2014
Independent member
Chairman of the compensation and nomination committee
Member of the audit committee
Founder and managing member of NT Advisors LLC, Manhasset, New York, USA 

Johanna Hey, Vice Chairwoman
Vice chairwoman since June 4, 2013,
Member since May 16, 2011
Independent member
Chairwoman of the audit committee
Professor for tax law, University of Cologne, Cologne, Germany

Michael Aquino, Member
Member since June 13, 2018, 
Member of the compensation and nomination committee
Technology strategy consultant, 
Peachtree City, Georgia, USA 

The supervisory board of the company consisted of these three members during the 2020 financial year. 

The supervisory board meets at least twice every six months. In the 2020 financial year, the supervisory board had a total of five meetings.

The supervisory board performs the duties required by law and the articles of association. It advises and supervises the management board in its work. The supervisory board is involved directly and at an early stage in all major decisions important to the company. At regular meetings - and if necessary, also at extraordinary meetings - the management board provides the supervisory board with extensive, comprehensive and prompt written and oral reports about the company's situation. This covers in particular the strategic orientation, market development, growth prospects and the current financial position, net assets and earnings situation including budget development, investments, personnel situation, compliance and risk management. The supervisory board meets regularly, even without the management board, to discuss management board and supervisory board matters as well as strategy, planning and business development. All significant business transactions within the company are included in the management board reports, which are discussed in detail by the entire supervisory board. Changes in business processes for strategic planning and objectives are explained in detail by the management board and reviewed by the supervisory board. 

Certain reports and proposed resolutions of the management board are subject to supervisory board approval after thorough review and discussion, and to the extent required by law or the articles of association. In addition, the chairman of the supervisory board and his deputy in particular are in regular contact with the members of the management board between supervisory board meetings and are informed both in writing and orally about current business developments, significant business transactions and any pending decisions. 

Meeting documents, including any proposed resolutions, are timely sent to the members of the supervisory board prior to the respective supervisory board meeting. The option of passing resolutions by written circulation is rarely used, and only in cases of particular urgency  where no extensive discussion is required. 

Each year, the chairman of the supervisory board reports the activities of the supervisory board and its committees to the shareholders in the annual general meeting. 

The members of the supervisory board must ensure that they have enough time to perform their duties and are each responsible for completing any necessary training and further education. The company also provides reasonable support, e.g. by offering internal trainings on topics relevant to the supervisory board and by informing them of  regulatory changes and developments. New members of the supervisory board shall be trained accordingly.

Competence profile of the supervisory board

The supervisory board ensures that its members as a whole have the knowledge, skills and professional experience required to properly perform their tasks. In addition to the specific objectives for its composition, the supervisory board has provided a competence profile with special requirements for professional and personal skills.

Self-assessment of the supervisory board

The supervisory board regularly reviews how efficiently the supervisory board and its committees fulfill their tasks whereby the supervisory board can often profit from new impulses in their work as a result. The review is achieved, among other means, through self-evaluation. This derives from an extensive questionnaire, and subsequently, the entire supervisory board extensively examines and discusses the respective results . In addition to the supervisory board’s qualitative criteria, , such efficiency reviews cover in particular the procedural supervisory board processes and the timely and adequate flow of information between the committees and the entire supervisory board.. In addition, the supervisory board stipulates the information and reporting obligations of the management board. The supervisory board completed the last efficiency review in 2020. No significant deficits were found either during such efficiency review or thereafter. 

Supervisory board committees 

Committees are formed by the supervisory board in accordance with the statutory provisions pursuant to Sec. 107 (3) of the German Stock Corporation Act (AktG). Currently, there are two committees in place. The audit committee consisting of Johanna Hey (chairwoman) and Nikos Theodosopoulos. The chairwoman has in-depth knowledge and experience in the areas of accounting, internal control procedures and auditing. The compensation and nomination committee consists of Nikos Theodosopoulos (chairman) and Michael Aquino.

The task of the committees includes in particular preparing topics and resolutions for review in the supervisory board plenary sessions. Decision-making powers are not transferred to the committees. The work of the committees is regularly reported and discussed during the supervisory board plenary sessions. 

Declaration dated February 18, 2020

Management board

ADVA Optical Networking SE (“ADVA”) is currently managed by an international management board. Four highly motivated and experienced board members plan, support and steer the growth of the company:

• Brian Protiva, chief executive officer
• Christoph Glingener, chief technology officer 
• Ulrich Dopfer, chief financial officer
• Scott St. John, chief marketing and sales officer

The management board fulfills the duties incumbent on it by law and the articles of association. The management board represents the company externally through two management board members jointly or through one management board member together with an authorized signatory (“Prokurist”). At present, five authorized signatories are appointed.

The supervisory board of ADVA appoints the members of the management board. The supervisory board decides how many members the management board should have (two as a rule according to the articles of association), whether there should be a chairman, appoints the members of the management board and decides whether a deputy chairman should be appointed. Section 13 (2) of the articles of association contains a catalogue of transactions for which the management board requires the approval of the supervisory board.

ADVA’s management board consisted of four members throughout the 2019 financial year, with the distribution of responsibilities as set out in the business allocation plan. The management board meets at least once a week to discuss strategic and current operational issues in detail and to make the necessary decisions. In addition, the members of the management board regularly attend all meetings of the supervisory board, provide written and oral reports on the individual agenda items and draft resolutions, and answer questions from the supervisory board.

ADVA has an international supervisory board with three members. Its members have a broad professional background and are seasoned experts in their respective fields

Nikos Theodosopoulos, Chairman

Chairman since January 9, 2015
Member since December 29, 2014
Independent member
Chairman of the compensation and nomination committee
Member of the audit committee
Founder and managing member of NT Advisors LLC, Manhasset, New York, USA 

Johanna Hey, Vice Chairwoman
Vice chairwoman since June 4, 2013,
Member since May 16, 2011
Independent member
Chairwoman of the audit committee
Professor for tax law, University of Cologne, Cologne, Germany

Michael Aquino, Member
Member since June 13, 2018, 
Independent member
Member of the compensation and nomination committee
Technology strategy consultant, 
Peachtree City, Georgia, USA 

The supervisory board of the company consisted of these three members throughout the entire 2019 financial year.

The supervisory board performs the duties incumbent on it by law and the articles of association. It advises and supervises the management board in its work. The supervisory board is involved directly and at an early stage in all decisions of importance to the company. At regular meetings - and if necessary also at extraordinary meetings - the management board informs the supervisory board in written and oral form extensively, promptly and comprehensively about the company's situation. This comprises in particular the strategic orientation, market development, growth prospects and the current financial position, net assets and earnings situation including budget development, investments, personnel situation, compliance and risk management. All business transactions of importance to the company are discussed in detail by the full supervisory board on the basis of the reports of the management board. Deviations in the course of business from the plans and targets are explained in detail by the management board and reviewed by the supervisory board.

Where required by law or the articles of association, the supervisory board decides on the reports and proposed resolutions of the management board after thorough review and discussion. In addition, particularly the chairman of the supervisory board and his deputy are in regular contact with the members of the management board between meetings and are informed verbally and in writing about current business developments, material business transactions and upcoming decisions.

Meeting documents, including any proposed resolutions, are sent to the members of the supervisory board in due time before the respective supervisory board meeting. The option of passing resolutions by written circulation is rarely used and only in cases of particular urgency and where no extensive discussion is required.

Every year, the chairman of the supervisory board gives an account of the activities of the supervisory board and its committees in his report to the shareholders and in the annual general meeting.

Supervisory board committees

Committees are formed by the supervisory board in accordance with the statutory provisions pursuant to Sec. 107 (3) of the German Stock Corporation Act (AktG). Currently, there are two committees in place: the audit committee consists of Johanna Hey (chairwoman) and Nikos Theodosopoulos. The compensation and nomination committee consists of Nikos Theodosopoulos (chairman) and Michael Aquino. The task of the committees is to prepare topics and resolutions to be considered in plenary sessions. Decision-making powers are not transferred to the committees. The work of the committees is regularly reported and discussed in the following plenary session of the supervisory board.

Declaration dated February 19, 2019

Management board

ADVA Optical Networking SE is led by a dynamic, international, experienced and highly motivated team. Leading, directing and managing the group’s growth are four executive officers:

• Brian Protiva, chief executive officer
• Christoph Glingener, chief technology officer 
• Ulrich Dopfer, chief financial officer
• Scott St. John, chief marketing and sales officer

The management board carries out the assignments set forth by law and the articles of association. It represents the company in a legally binding way with two members of the management board signing jointly or with one member signing jointly with an authorized officer (“Prokurist”). At present four authorized officers are appointed.

The supervisory board of ADVA Optical Networking appoints the members of the management board. The supervisory board decides on how many members should be on the management board (according to the articles of association: two in general), on the appointment of a chairperson, appoints the members of the management board and decides on the appointment of a vice chair. Section 13 (2) of the articles of association contains a list of business transactions for which the management board needs supervisory board approval.

ADVA Optical Networking SE's management board consisted of four members throughout the 2018 financial year, with the distribution of business being more detailed in a plan on the assignment of responsibilities (“Allocation of duties”). The board meets at least once a week to discuss strategic and current operational issues in detail and to make the necessary decisions. In addition, the members of the management board regularly attend all meetings of the supervisory board, provide written and oral reports on the individual agenda items, draft resolutions, and answer questions from the supervisory board.

Supervisory board

ADVA Optical Networking SE has a diverse and international supervisory board with three members. Its members have a broad professional background and are seasoned experts in their respective fields:

Nikos Theodosopoulos – chairman

Chairman since January 9, 2015
Member since December 29, 2014
Independent member
Chairman of the compensation and nomination committee
Member of the audit committee
Founder and managing member of NT Advisors LLC, Manhasset, New York, USA 

Johanna Hey – vice chairwoman
Vice chairwoman since June 4, 2013,
Member since May 16, 2011
Independent member
Chairwoman of the audit committee
Professor for tax law, University of Cologne, Cologne, Germany

Michael Aquino – member
Member since June 13, 2018, 
Independent member
Member of the compensation and nomination committee
Technology strategy consultant, 
Peachtree City, Georgia, USA

Hans-Joachim Grallert – former member
Member from February 17, 2016 until June 13, 2018 
Independent member
Former member of the compensation and nomination committee
Prof. em. Dr.-Ing. 
Gröbenzell, Germany

The supervisory board of the company consisted of three members throughout the 2018 financial year, with Mr. Aquino being elected by the annual general meeting held on June 13, 2018 as successor to Dr.-Ing. Grallert, who had resigned from the supervisory board with effect from the end of that same meeting.

The supervisory board carries out the assignments set forth by law and by the articles of association. It advises on and monitors the activities of the management board. The supervisory board is directly involved in the early stages of all important decisions. During ordinary and, if necessary, extraordinary meetings, the management board consistently, promptly and extensively informs the supervisory board in written form and verbally about the business situation of the company, in particular about strategic orientation, market development, prospects for growth and the development of the company's financial position, net assets and profitability, including budgeting, investments, personnel, compliance and risk management. The supervisory board extensively discusses all important business issues on the basis of the management board's reports. Any deviations of the actual business development from the group's planning and objectives are explained by the management board in detail and reviewed by the supervisory board.

In addition, especially the chairman of the supervisory board and the vice chairwoman maintain regular contact with individual members of the management board outside of the scheduled meetings and are kept up to date with respect to current business developments, important transactions and forthcoming decisions in written form and verbally.

Relevant meeting documents including proposed resolutions, if any, are distributed to the members of the supervisory board in due time before the respective supervisory board meeting. The option of passing resolutions by means of written circulation procedure is chosen rarely and is applied for urgent matters only that do not require extensive discussion.

Each year, the chair of the supervisory board explains the activities of the supervisory board and its committees in his report to the shareholders and in the annual general meeting.

Supervisory board committees

The formation of supervisory board committees follows the legal provisions set forth in sec. 107 (3) of the German Stock Corporation Act (Aktiengesetz, AktG). Currently two committees are formed: members of the audit committee are Johanna Hey (chairwoman) and Nikos Theodosopoulos. Members of the compensation and nomination committee are Nikos Theodosopoulos (chairman) and Michael Aquino. The committees’ task are to discuss and prepare specific topics and resolutions for the supervisory noard's plenary meetings. The committees have not been granted decision-making authority. Reports on the work of the supervisory board committees are regularly presented and discussed during the subsequent supervisory board plenary meeting.

Declaration dated February 20, 2018 

Management Board

ADVA Optical Networking is currently led by a dynamic, international, experienced and highly-motivated Management Board. Leading, directing and managing the firm's growth are four executive officers:

• Brian Protiva, Chief Executive Officer
• Christoph Glingener, Chief Technology Officer
• Ulrich Dopfer, Chief Financial Officer
• Scott St. John, Chief Marketing & Sales Officer

The Management Board carries out the assignments set forth by law and by the articles of association. The Management Board represents the Company in a legally binding way with two members of the Management Board signing jointly or with one member of the Management Board signing jointly with an authorised officer. Currently four authorised officers are appointed.

The Supervisory Board of ADVA Optical Networking appoints the members of the Management Board. The Supervisory Board resolves on how many members should be on the Management Board (according to the articles of association: two in general), and on the appointment of a chairman, appoints the members of the Management Board and resolves on the appointment of a vice chairman. Section 13 paragraph 2 of the articles of association contains a list of business transactions for which the Management Board needs Supervisory Board approval.

During the first three quarters of the financial year 2017, the Management Board of ADVA Optical Networking SE consisted of three members, since Q4/2017 of four. A plan on the assignment of responsibilities updated accordingly in October 2017 is in place, which determines the distribution of responsibilities in detail. The Management Board meets at least once a week in order to discuss strategic and current operational matters in detail and to take necessary decisions. In addition, the members of the Management Board regularly join all meetings of the Supervisory Board, report in written form and verbally on each relevant agenda item and proposed resolutions, and answer the questions of the Supervisory Board.

Supervisory Board

ADVA Optical Networking's Supervisory Board currently consists of a diverse and international group of three seasoned experts in their respective fields:

Nikos Theodosopoulos, Chairman, Independent member
Chairman since January 9, 2015,
Member since December 29, 2014
Chairman of the Compensation and Nomination Committee
Member of the Audit Committee
Founder and Managing Partner, NT Advisors LLC Manhasset, New York, USA

Johanna Hey, Vice Chairwoman, Independent member
Vice chairwoman since June 4, 2013,
Member since May 16, 2011
Chairwoman of the Audit Committee
Professor for tax law, University of Cologne, Cologne, Germany

Hans-Joachim Grallert, Member, Independent member
Member since February 17, 2016, 
Member of the Compensation and Nomination Committee
Prof. em. Dr.-Ing, Groebenzell, Germany

The Supervisory Board carries out the assignments set forth by law and by the articles of association. It advises on and monitors the activities of the Management Board. The Supervisory Board is directly involved in the early stages of all important decisions. During ordinary and, if necessary, extraordinary meetings, the Management Board consistently, promptly and extensively informs the Supervisory Board in written form and verbally about the business situation of the Company, in particular about strategic orientation, market development, prospects for growth and the development of the Company's financial position, net assets and profitability, including budgeting, investments, personnel, compliance and risk management. The Supervisory Board extensively discusses all important business issues on the basis of the Management Board's reports. Any deviations of the actual business development from the Group's planning and objectives are explained by the Management Board in detail and reviewed by the Supervisory Board.

The Supervisory Board decides on reports and proposed resolutions of the Management Board after thorough examination and consultation, where required by law or by the Company's articles. In addition, especially the Chairman and the Vice Chairwoman maintain regular contact with individual members of the Management Board outside of the scheduled meetings and are kept up-to-date with respect to current business developments, important transactions and forthcoming decisions in written form and verbally.

Relevant meeting documents including proposed resolutions, if any, are distributed to the members of the Supervisory Board in due time before the respective Supervisory Board meeting. The option to make resolutions by means of written circulation procedure is chosen rarely and is applied for urgent matters only that do not require extensive discussion. Every year, the Chairman of the Supervisory Board explains the activities of the Supervisory Board and its committees in his report to the shareholders and in the Annual Shareholders' Meeting.

The formation of Supervisory Board committees follows the legal provisions set forth in section 107 paragraph 3 of the German Stock Corporation Act (Aktiengesetz, AktG). Currently two committees are formed: members of the Audit Committee are Johanna Hey (Chairwoman) and Nikos Theodosopoulos; members of the Compensation and Nomination Committee are Nikos Theodosopoulos (Chairman) and Hans-Joachim Grallert. The committees' tasks are to discuss and prepare specific topics and resolutions for the Supervisory Board's plenary meetings. The Committees have not been granted decision-making authority. Reports on the work of the Supervisory Board committees are regularly presented and discussed during the subsequent Supervisory Board plenary meeting.

Declaration dated February 21, 2017

Management Board

ADVA Optical Networking is currently led by a dynamic, international, experienced and highly-motivated Management Board. Leading, directing and managing the firm's growth are three executive officers: 

• Brian Protiva, Chief Executive Officer  
• Christoph Glingener, Chief Technology Officer  
• Ulrich Dopfer, Chief Financial Officer 

The Management Board carries out the assignments set forth by law and by the articles of association. The Management Board represents the Company in a legally binding way with two members of the Management Board signing jointly or with one member of the Management Board signing jointly with an authorised officer. Currently four authorised officers are appointed. 

The Supervisory Board of ADVA Optical Networking appoints the members of the Management Board. The Supervisory Board resolves on how many members should be on the Management Board (according to the articles of association: two in general), and on the appointment of a chairman, appoints the members of the Management Board and resolves on the appointment of a vice chairman. Section 13 paragraph 2 of the articles of association contains a list of business transactions for which the Management Board needs Supervisory Board approval. 

During the financial year 2016, the Management Board of ADVA Optical Networking SE consisted of three members. A plan on the assignment of responsibilities is in place, which determines the distribution of responsibilities in detail. The Management Board meets at least once a week in order to discuss strategic and current operational matters in detail and to take necessary decisions. In addition, the members of the Management Board regularly join all meetings of the Supervisory Board, report in written form and verbally on each relevant agenda item and proposed resolutions, and answer the questions of the Supervisory Board.

Supervisory Board

ADVA Optical Networking's Supervisory Board currently consists of a diverse and international group of three seasoned experts in their respective fields: 

Nikos Theodosopoulos, Chairman
since January 9, 2015 Chairman,
Member since December 29, 2014
Chairman of the Compensation and Nomination Committee
Member of the Audit Committee
Founder and Managing Partner, NT Advisors LLC Manhasset, New York, USA 

Johanna Hey, Vice Chairwoman
since June 4, 2013 Vice Chairwoman,
Member since May 16, 2011
Chairwoman of the Audit Committee
Professor for tax law, University of Cologne, Cologne, Germany 

Hans-Joachim Grallert, Member 
Member since February 17, 2016, 
Member of the Compensation and Nomination Committee
Professor for Communications Engineering, Technical University of Berlin, Berlin, Germany 

The Supervisory Board carries out the assignments set forth by law and by the articles of association. It advises on and monitors the activities of the Management Board. The Supervisory Board is directly involved in the early stages of all important decisions. During ordinary and, if necessary, extraordinary meetings, the Management Board consistently, promptly and extensively informs the Supervisory Board in written form and verbally about the business situation of the Company, in particular about strategic orientation, market development, prospects for growth and the development of the Company's financial position, net assets and profitability, including budgeting, investments, personnel, compliance and risk management. The Supervisory Board extensively discusses all important business issues on the basis of the Management Board's reports. Any deviations of the actual business development from the Group's planning and objectives are explained by the Management Board in detail and reviewed by the Supervisory Board. 

The Supervisory Board decides on reports and proposed resolutions of the Management Board after thorough examination and consultation, where required by law or by the Company's articles. In addition, especially the Chairman and the Vice Chairwoman maintain regular contact with individual members of the Management Board outside of the scheduled meetings and are kept up-to-date with respect to current business developments, important transactions and forthcoming decisions in written form and verbally. 

Relevant meeting documents including proposed resolutions, if any, are distributed to the members of the Supervisory Board in due time before the respective Supervisory Board meeting. The option to make resolutions by means of written circulation procedure is chosen rarely and is applied for urgent matters only that do not require extensive discussion. 

Every year, the Chairman of the Supervisory Board explains the activities of the Supervisory Board and its committees in his report to the shareholders and in the Annual Shareholders' Meeting. 

The formation of Supervisory Board committees follows the legal provisions set forth in section 107 paragraph 3 of the German Stock Corporation Act (Aktiengesetz, AktG). Currently two committees are formed: members of the Audit Committee are Johanna Hey (Chairwoman) and Nikos Theodosopoulos; members of the Compensation and Nomination Committee are Nikos Theodosopoulos (Chairman) and Hans-Joachim Grallert. The committees' tasks are to discuss and prepare specific topics and resolutions for the Supervisory Board's plenary meetings. The Committees have not been granted decision-making authority. Reports on the work of the Supervisory Board committees are regularly presented and discussed during the subsequent Supervisory Board plenary meeting.

Declaration dated February 23, 2016

Management Board

ADVA Optical Networking is currently led by a dynamic, international, experienced and highly-motivated Management Board (status: February 23, 2016). Leading, directing and managing the firm's growth are three executive officers: 

• Brian Protiva, Chief Executive Officer  
• Christoph Glingener, Chief Technology Officer  
• Ulrich Dopfer, Chief Financial Officer 

The Management Board carries out the assignments set forth by law and by the articles of association. The Management Board represents the Company in a legally binding way with two members of the Management Board signing jointly or with one member of the Management Board signing jointly with an authorised officer. Currently four authorised officers are appointed (status: February 23, 2016). 

The Supervisory Board of ADVA Optical Networking appoints the members of the Management Board. The Supervisory Board resolves on how many members there should be on the Management Board (according to the articles of association: two in general), and on the appointment of a chairman, appoints the members of the Management Board and resolves on the appointment of a vice chairman. Section 13 paragraph 2 of the articles of association contains a list of business transactions for which the Management Board needs Supervisory Board approval. 

During the financial year 2015, the Management Board of ADVA Optical Networking SE consisted of three members. A plan on the assignment of responsibilities is in place, which determines the distribution of responsibilities in detail. The Management Board meets at least once a week in order to discuss strategic and current operational matters in detail and to take necessary decisions. In addition, the members of the Management Board regularly join all meetings of the Supervisory Board, report in written form and verbally on each relevant agenda item and proposed resolutions, and answer the questions of the Supervisory Board.

Supervisory Board

ADVA Optical Networking's Supervisory Board currently consists of a diverse and international group of three seasoned experts in their respective fields: 

Nikos Theodosopoulos, Chairman
since January 9, 2015 Chairman, Member since 2014 
Founder and Managing Partner, NT Advisors LLC Manhasset, New York, USA 

Johanna Hey, Vice Chairwoman
Professor for tax law, University of Cologne, Cologne, Germany 

Eric Protiva, Member
until July 27, 2015 
Managing Director, EGORA Holding GmbH, Martinsried/Munich, Germany 

Hans-Joachim Grallert, Member 
since February 17, 2016, appointed by the court, Member 
Professor for Communications Engineering, Technical University of Berlin, Berlin, Germany 

The Supervisory Board carries out the assignments set forth by law and by the articles of association. It advises on and monitors the activities of the Management Board. The Supervisory Board is directly involved in the early stages of all important decisions. During ordinary and, if necessary, extraordinary meetings, the Management Board consistently, promptly and extensively informs the Supervisory Board in written form and verbally about the business situation of the Company, in particular about strategic orientation, market development, prospects for growth and the development of the Company's financial position, net assets and profitability, including budgeting, investments, personnel, compliance and risk management. The Supervisory Board extensively discusses all important business issues on the basis of the Management Board's reports. Any deviations of the actual business development from the Group's planning and objectives are explained by the Management Board in detail and reviewed by the Supervisory Board. 

The Supervisory Board decides on reports and proposed resolutions of the Management Board after thorough examination and consultation, where required by law or by the Company's articles. In addition, especially the Chairman and the Vice Chairwoman maintain regular contact with individual members of the Management Board outside of the scheduled meetings and are kept up-to-date with respect to current business developments, important transactions and forthcoming decisions in written form and verbally. 

Relevant meeting documents including proposed resolutions, if any, are distributed to the members of the Supervisory Board in due time before the respective Supervisory Board meeting. The option to make resolutions by means of written circulation procedure is chosen rarely and is applied for urgent matters only that do not require extensive discussion. 

Every year, the Chairman of the Supervisory Board explains the activities of the Supervisory Board and its committees in his report to the shareholders and in the Annual Shareholders' Meeting. 

The formation of Supervisory Board committees follows the legal provisions set forth in section 107 paragraph 3 of the German Stock Corporation Act (Aktiengesetz, AktG). Currently two committees are formed: members of the Audit Committee are Johanna Hey (Chairwoman) and Nikos Theodosopoulos; members of the Compensation and Nomination Committee are Nikos Theodosopoulos (Chairman) and Hans-Joachim Grallert (status: February 23, 2016). The committees' tasks are to discuss and prepare specific topics and resolutions for the Supervisory Board's plenary meetings. The Committees have not been granted decision-making authority. Reports on the work of the Supervisory Board committees are regularly presented and discussed during the subsequent Supervisory Board plenary meeting.