Corporate Governance Declaration
Declaration of Conformity and Corporate Governance Report
The German Corporate Governance Code contains the recognised standards of responsible corporate management. Once a year, the Code is updated by the government commission to reflect national and international developments.
The current Declaration of Conformity can be found here.
An additional Corporate Governance Report will be published soon.
The recommendations and suggestions of the Corporate Governance Code as well as the statutory requirements form an integral part of the day-to-day working practices of the Board of Management and Supervisory Board. The committees examine compliance with the standards at regular intervals, to ensure that the issues at stake are always observed in the interests of the shareholders, the employees and not least the company itself.
Organisation and Legal Corporate Structure
- Management and Control
As well as the parent technotrans AG, the technotrans Group at December 31, 2009 comprises 15 companies in Europe, America and Asia, at a total of 18 locations. The shares in each of these companies are owned in entirety by the parent company. A detailed list of participating interests is provided in the Notes to the Consolidated Financial Statements (II. a), Group.
The business dealings of technotrans AG are managed by three Board of Management members, in accordance with the legal requirements and articles of incorporation. The management of the subsidiaries and the heads of the various functions and product areas each report to one member of the Board of Management. The Board of Management is advised, overseen and monitored by the Supervisory Board. It reports regularly, promptly and comprehensively to the Supervisory Board on all material issues concerning the business performance and corporate strategy, as well as potential risks.
Four of the six members of the Supervisory Board are elected by the shareholders, and two members are elected representatives of the employees of technotrans AG. Details of the composition of the company's corporate bodies and of the distribution of responsibilities between the members of the Board of Management are provided in the section "Corporate Bodies".
The shareholders of technotrans AG exercise their rights through the Shareholders' Meeting. The annual Shareholders' Meeting normally takes place in the May of the following financial year. The Shareholders' Meeting is chaired by the Supervisory Board Chair. The Shareholders' Meeting decides on all tasks assigned to it by law (including the election of Supervisory Board members, amendments to the articles of incorporation, the appropriation of profits and capital measures).
Modus Operandi of the Board of Management and Supervisory Board
According to the law, the members of the Board of Management are jointly authorised to manage the company. The spokesman of the Board of Management is in charge of operations, with the focus on Sales, Quality and Service worldwide, the Finance Director is responsible for various administrative areas, and the Technical Director is head of the technology areas. All members are closely involved in operating activities.
The Supervisory Board appoints the members of the Board of Management, in accordance with the articles of incorporation. It issues the Board of Management with rules of procedure that contain a list of transactions requiring the approval of the former, as well as a schedule of responsibilities. The Board of Management members normally attend the meetings of the Supervisory Board and report in writing and orally on the individual agenda items and draft resolutions, as well as answer the questions of the Supervisory Board members. The Supervisory Board is to adopt rules of procedure.
The Supervisory Board receives the agenda and a detailed written document one week prior to its meetings. Before its plenary meeting, preliminary talks are held with the employees' representatives at which the members of the Board of Management explain details and answer questions.
The Supervisory Board Chair reports to the shareholders at the Shareholders' Meeting on the activities of the Supervisory Board and its committees.
The Supervisory Board Chair in particular regularly meets the Board of Management and discusses topical issues with it. Outside these meetings, the Board of Management informs the Supervisory Board Chair of current developments.
The Supervisory Board has formed three committees (Audit Committee, Personnel Committee and Nominating Committee), which prepare certain resolutions. The Audit Committee met twice in 2009, and the Personnel Committee four times. The work of the Nominating Committee was suspended. The Supervisory Board examines the efficiency of its work at least once a year with the aid of a structured questionnaire.
Transparent Corporate Communications
Open, transparent corporate communications are a central aspect of good corporate governance. As well as clear, intelligible content, this aspect entails equal access to information about the company for all target groups.
technotrans attaches considerable importance to the internet as an information medium that is independent of time and place, and moreover freely accessible. technotrans' website (www.technotrans.com) accordingly provides visitors with a wide range of well-structured information about every aspect of the company. In the "Investor Relations" section, for instance, comprehensive financial information about technotrans can be called up, such as Annual and Interim Reports, ad hoc information and press releases. All information is posted on the website simultaneously in German and English.
The scheduled dates of the principal recurring events, such as the publication dates of the Annual and Interim Reports and the date of the Shareholders' Meeting, are summarised in a financial calendar. This calendar is published sufficiently well in advance and posted on technotrans' website.