Byelaws of the Berliner Verkehrsbetriebe

In accordance with the resolution of the Guarantors’ Meeting of the Berliner Verkehrsbetriebe (BVG) AöR of 1 December 2021 to amend the public body’s byelaws in accordance with Section 14(2)(3) BerlBG, the following new version of the byelaws will be published in the Berlin Official Gazette.

(1) The general tasks of the public body shall be

a) the operation of road and rail-based local public passenger transport by buses, cars, trams, railways, and special-purpose railways, as well as the testing and, if necessary, introduction of new types of transport or means of transport in local public transport
b) the operation of ferry services on Berlin’s waterways, bus, excursion, and special transport services, including the rental of vehicles,
c) the realisation of advertising at, on, and in transport facilities and means of transport as well as on public roads,
d) the hiring out of business premises in transport facilities and on public roads.

(2) Within the framework of its general tasks, the public body may

a) perform tasks related to its operational purposes
b) participate in other enterprises, institutions, and organisations
c) establish, acquire, and operate subsidiaries
d) raise equity capital and borrowed capital, provided that the limits set out in paragraph 3 below are observed in each case.

(3) The public body shall essentially operate for the State of Berlin. This shall also apply taking into account the business activities of its subsidiaries. The BVG and companies over which it exercises even a minor influence may only provide public passenger transport services in the territory of the State of Berlin and in cross-border transport within the framework of the Berlin-Brandenburg Transport Association.

(1) The subscribed capital amounts to EUR 2,560 million.

(2) A limitation of liability must be ensured for the public body’s investments.

The public body shall cover its expenses through income. It shall achieve at least the level of cost recovery in accordance with the guidelines of the German Association of Cities and Towns for local public transport companies.

(1) The Management Board shall manage the business of the public body. It is subject to the instructions of the Guarantors’ Meeting.

(2) The Board of Management shall consist of up to five members, who shall be appointed and dismissed by the Guarantors’ Meeting on the proposal of the Supervisory Board; the Guarantors’ Meeting may also decide on the dismissal of members of the Board of Management without a proposal from the Supervisory Board. At the proposal of the Supervisory Board, the Guarantors’ Meeting shall appoint a member of the Management Board as Chairperson of the Management Board.

(3) The Management Board shall adopt its own rules of procedure by unanimous resolution, which shall require the approval of the Supervisory Board and the Guarantors’ Meeting. The rules of procedure of the Management Board shall, in particular, govern the manner in which resolutions are adopted and the allocation of responsibilities among the members of the Management Board.

(4) During their term of office, the members of the Management Board may not, without the consent of the Supervisory Board, engage in commercial transactions or business in the public body’s line of business for their own account or for the account of third parties, or in any other ancillary business which is not an honorary office. Other ancillary activities outside the business of the institution that are not honorary shall also require the approval of the Supervisory Board. The Supervisory Board may delegate this task to the Staff Committee.
The members of the Management Board shall inform the Supervisory Board at the first meeting of the Supervisory Board or, in the case of delegation of tasks to the Staff Committee, at the first meeting of the Staff Committee in the current financial year of all sideline businesses and activities as well as honorary offices held.

Pursuant to Section 20 (1) and (2) BerlBG, the members of the Management Board must disclose any existing conflicts of interest to the Staff Committee without being asked and without delay.

(5) Section 90 of the German Stock Corporation Act applies to reporting to the Supervisory Board.

(6) Members of the Berlin House of Representatives may not be members of the Management Board of the public body.

(1) The Supervisory Board shall decide on the matters specified in Section 11(3) and (4) BerlBG and on fundamental matters of the public body, unless the Guarantors’ Meeting decides otherwise or issues instructions to the Management Board. It is authorised to take management measures only in emergencies, in particular if the Management Board is permanently prevented from doing so. The Supervisory Board shall inform the Guarantors’ Meeting regularly and, at its request, promptly and comprehensively about the conduct of business by the Management Board.

(2) The Management Board shall require the prior approval of the Supervisory Board for the following transactions and measures, unless they are carried out on the basis of instructions from the Guarantors’ Meeting:

(a) the establishment of subsidiaries, the acquisition and disposal of companies and equity interests in companies, and the spin-off of companies and parts of companies; pursuant to Section 3(6)(4) BerlBG, the Management Board also requires the approval of the Berlin House of Representatives for investments in companies,
b) the acquisition, disposal, or encumbrance of assets, as well as the waiver of claims and the conclusion of settlements if the value exceeds EUR 2.5 million
c) the conclusion of contracts and the initiation and conduct of legal disputes in particularly important cases
d) the conclusion of contracts for the provision of advice to the company on strategic economic and operational matters, provided that the value of any one contract exceeds EUR 500,000.00 or the total value of all contracts exceeds EUR 750,000.00 for the current financial year.
The Supervisory Board may also determine the cases in which transactions and measures of particular importance require its approval, unless the Guarantors’ Meeting has issued instructions to the contrary.

(3) In matters which cannot be postponed, the Management Board may, in consultation with the Chairman of the Supervisory Board, take the necessary measures if the approval of the Supervisory Board cannot be obtained in time. The Management Board must obtain the approval of the Chairman of the Supervisory Board in writing or in text form before initiating the measure. Only emails, faxes, or other comparable media that comply with IT, security, and data protection requirements are permitted as text form. The Management Board shall inform the Supervisory Board without delay of the measures taken.

(4) The Supervisory Board shall not meet in public.
As a rule, the meetings of the Supervisory Board shall be held in person.
Meetings by telephone or electronic means or participation in meetings by telephone or electronic means are permitted if there is an important reason to do so. A combination of the above forms of meetings is also possible. An important reason exists if, taking into account all the circumstances of the individual case and weighing up the existing interests of individual members or of the Board as a whole, attendance or participation in a meeting in person cannot reasonably be expected.

The Supervisory Board shall regulate further details concerning meetings, resolutions, and internal organisation in its own rules of procedure.

On the proposal of its Chairperson, the Supervisory Board appoints the Advisory Board, which shall be composed of an equal number of men and women. The Management Board shall be consulted. The Advisory Board shall elect a Chairman and a Vice-Chairman from among its members. The Chairperson of the Advisory Board shall convene the Advisory Board at least once a year or at the request of the Management Board or one third of the members of the Supervisory Board or one third of the members of the Advisory Board and shall chair the meeting. The Supervisory Board may issue rules of procedure for the Advisory Board. The members of the Advisory Board shall receive an expense allowance to be determined by the Supervisory Board.

(1) The business plan prepared in accordance with Section 11(3)(2) BerlBG is the compilation of all income and expenditure planned for a financial year (profit plan) as well as the total funds and expenditure (finance plan) which are decisive for the economic management of the Institution.

(2) The profit and loss account shall be presented and explained in the same way as the profit and loss account in the annual accounts.

(3) The financial plan shall be supplemented by a planning overview for the following five financial years.

The annual financial statements and the other documents listed in Section 325(1) of the German Commercial Code (such as the management report, the auditor’s report, or the auditor’s refusal to issue an auditor’s report and the declaration on the Corporate Governance Code) shall be published in accordance with the statutory provisions of the Berliner Unternehmensgesetz (Berlin Companies Act), the Handelsgesetzbuch (German Commercial Code) and the Publizitätsgesetz (German Publicity Act).

The byelaws shall enter into force on the day following their publication in the Berlin Official Gazette.

Berlin, December 2021

Dr Matthias Kollatz
Chairman of the Guarantors’ Meeting
Senator for Finance