Hi Eyal,
I guess you should go through the material that has been published up to now to see it your opinion remain the same.
From a procedural point of view things are complex as we have to consider the German Stock Corporation Act, the closest applicable set of laws, for matters that are not clearly stated in the statutes.
IANAL but I put a lot of effort into trying to make sense of a complex and troubling situation and read lots of legal documents, laws and regulations to form my opinion.
I do not see any issue with the decision taken by the MC when considering the statutes in combination with the Stock Corporation Act.
Section 84(4) also states: The supervisory board may revoke the appointment as member of the management board and the designation as chairperson of the management board for grave cause.
It is very likely that the supervisory board (MC) could have revoked the appointment of the then chairperson and other members of the board due to acts that looked like they were going pretty much against TDF’s best interests, I guess they were hoping for positive changes that were promised but unfortunately never materialised.
So in my opinion, with the above together with the what is written in the statutes leaving full freedom to the MC in relation to membership renewals, the process was correct especially in light of the fact that we received written confirmation of the acts in question, through the audit, only during this board term.
Let’s anyway evaluate the situation as if it were an expulsion, which is not, and hear what the person has to say. The MC still has an audit confirming the acts that justify the expulsion so what would be the point of a hearing?
I would agree that in case of an expulsion the exact process stated in the statutes would have been followed but the result would have been the same as an independent auditor has already collected the information confirming the acts for which the member should be expelled.
In other cases where the situation is unclear then I would agree that a hearing would be necessary before proceeding with an expulsion.
Ciao
Paolo