EMS Handbook

6 EMS Publishing House

EMS is the owner of the European Mathematical Society (EMS) Publishing House GmbH (EMS Press), located in Berlin ("Company" in the following). The EMS is represented in the shareholders assembly by the president who consults the EC. The shareholders competences include:

  • the measures according to § 46 GmbHG;
  • the amendment of the present business management or Supervisory Board regulations;
  • on the proposal of the Supervisory Board, the appointment and dismissal of the Managing Director, the conclusion, amendment and termination of employment contracts with the Managing Director;
  • the granting and revocation of prokura on a proposal from the Supervisory Board;
  • the decision on the investment and financing framework plan;
  • establishing or amending the basic business policy of the Company;
  • sale or transfer of the Company or one of its parts;
  • acquisition of other companies or equity interests and their sale or termination, establishment and dissolution of subsidiaries, establishment and termination of branches, acquisition of new ones and abandonment of existing businesses;
  • conclusion or termination of operating lease agreements;
  • granting and revocation of single or joint “Prokura” (i.e. commercial power of representation);
  • conclusion, amendment and termination of employment contracts with authorized representatives;
  • stabilising or amending general principles of occupational pensions; conclusion, amendment or termination of pension agreements with individual employees, insofar as the company is obliged to pay more than the tax allowable scope of direct insurance;
  • exercising shareholder rights in associated companies;
  • providing loans other than loans to employees of up to one month's net salary and a term of up to three months, as well as industry-standard value dates.

The Supervisory Board of the Company consists of the EMS President, the past EMS President, the EMS Treasurer, the EMS Secretary, a representative of TU Berlin, plus further members selected by the Supervisory Board on suggestion by EMS EC.

It has the following tasks and duties:

  • supervision of the management;
  • to advise the management in the individual cases submitted to him, including the establishments or enquiry of new journals or book series, the selection of editors in chief;
  • to choose the auditor;
  • at least every four years, the Supervisory Board seeks the opinion on the publication policy of the Company from the EMS EC;
  • determination or amending the investment and financial plan for the upcoming financial year as part of the annual budget approved by the shareholders' meeting;
  • defining the strategic planning of publication activities;
  • assumption of guarantees of any kind as well as the resolution of security transfer agreements as well as pledges;
  • granting and revoking power of attorney;
  • commissioning the auditor working for the Company;
  • recruitment and dismissal of personnel;
  • measures which economically entail a burden of more than € 25,000 for the Company on a case-by-case basis or the acceptance of orders for order sums of € 25,000 in individual cases;
  • investments of funds that are not directly required for the operation of the Company.
  • the Supervisory Board shall be entitled at any time to demand from the Managing Director complete copies of the entire account management and supporting documents, in particular concerning the Company;
  • at each Supervisory Board meeting, the management of teh Company reports extensively on the activities since the last meeting of the Supervisory Board and gives an outlook on future activities;
  • the management of the Company is guided in all activities by the general policy established by the Supervisory Board and the financial objective set by the Supervisory Board.
  • For further details, see By-laws of Supervisory Board.