The Corporate Governance Declaration pursuant to Section 289f of the German Commercial Code (HGB) and Section 315d of the German Commercial Code (HGB) contains the Declaration of Compliance with the German Corporate Governance Code, relevant disclosures on corporate governance practices and the description of the modus operandi of the Board of Management and Supervisory Board as well as of their composition and the modus operandi of Supervisory Board committees, the specified targets according to Section 76 (4) and Section 111 (5) of the German Stock Corporation Act (AktG) and the disclosures on attainment of the targets as well as a description of the diversity concept.
The current Declaration of Compliance with the Corporate Governance Code can be found here.
Management and Control
The Board of Management is collectively in charge of operations. It comprises three members and is overseen by the Supervisory Board in accordance with the statutory requirements and the articles of incorporation. The members of the Board of Management and Supervisory Board are listed at the appropriate point in the Annual Report (under “Corporate Bodies”). 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 on 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. Details of the composition of the corporate bodies and of the distribution of responsibilities between the members of the Board of Management are equally provided in the section “Corporate Bodies”.
The shareholders of technotrans AG exercise their rights through the Annual General Meeting. The Annual General Meeting normally takes place in the May of the following financial year. The Annual General Meeting is chaired by the Supervisory Board Chairman. The Annual General 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 as well as Composition and Modus Operandi of their Committees
By law, the members of the Board of Management are jointly authorised to manage the company. The Chief Executive Officer is in charge of operations, with the focus on Products and Markets worldwide, the Chief Financial Officer is responsible for various administrative areas, and the Chief Technical Officer heads up the Technology and Operations division. A detailed list of responsibilities and divisions is provided in the Annual Report, in the section “Corporate Bodies”. 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 submit written and oral reports on the individual agenda items and draft resolutions, as well as answer the questions of the Supervisory Board members. The Supervisory Board has adopted rules of procedure. The Supervisory Board receives the agenda and a detailed written document one week in advance of its meetings.
The Supervisory Board Chair reports to the shareholders at the Annual General 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.
To enable it to fulfil its duties more efficiently, the Supervisory Board has formed three committees. The Nominating Committee (members: the shareholders’ representatives on the Supervisory Board) proposes suitable candidates for elections to the Supervisory Board. In addition an Audit Committee was formed (members: Dieter Schäfer; Helmut Ruwisch; Heinz Harling) and a Personnel Committee for Board of Management Affairs (members: Heinz Harling; Dr Norbert Bröcker; Helmut Ruwisch). The Audit Committee meets on two occasions, in the presence of the auditors and the members of the Board of Management, and concerns itself with matters relating to the annual financial statements, the presentation of the accounts, controlling and risk management, fiscal matters, compliance, assuring the independence of the auditors, commissioning the auditors with the audit task, identifying the priority areas for the audit, and agreeing the fee. The interim reports to be published are discussed in advance by the members of this committee.
The Supervisory Board examines the efficiency of its work at least once a year with the aid of a structured questionnaire.
Goals for the Composition of the Supervisory Board and Board of Management Pursuant to Section 111 (5) of the German Stock Corporation Act (AktG)
The Supervisory Board is open to women serving on both the Supervisory Board and the Board of Management. Having said this, the Supervisory Board wishes to emphasise that for both future proposals to the Annual General Meeting for the election of Supervisory Board members and appointments to the Board of Management, it will continue to prioritise the knowledge and specialist qualifications of the candidates, irrespective of their gender.
In September 2015, the Supervisory Board therefore set both the target for the proportion of women on the Supervisory Board and the target for the proportion of women on the Board of Management as zero, as a reflection of the fact that these targets correspond to the current proportion of women on either board. These targets are to be retained until June 30, 2017. The Supervisory Board nevertheless does not rule out the proposal of a female candidate for election to the Supervisory Board or the appointment of a woman to the Board of Management before June 30, 2017, should a suitable opportunity arise. With regard to the composition of the Board of Management, the Supervisory Board does not however anticipate that it will need to consider changes in the composition of the Board of Management in the period up until June 30, 2017, not least in view of the current terms of office.
Goals for the Filling of Management Functions Pursuant to Section 76 (4) of the German Stock Corporation Act (AktG)
When filling management functions in the company, the Board of Management considers diversity and in particular seeks to give appropriate consideration to women. The Board of Management sets the targets for the proportion of women in both management tiers below Board of Management level. In September 2015, the Board of Management therefore set a target of around 6 percent for the proportion of women in the first management tier of technotrans AG below the Board of Management, and a target of around 17 percent for the proportion of women in the second management tier below the Board of Management. These targets are to be achieved by or maintained until June 30, 2017.
The Board of Management is receptive to involving and promoting women in senior positions. In light of the comparatively small number of senior positions at technotrans AG, however, it does not consider merely belonging to a particular gender in itself to be an appropriate criterion for the selection of management employees. When choosing candidates to fill management posts, the Board of Management therefore looks primarily at the qualifications of the candidates. Past experience has shown that applying these criteria when giving appropriate consideration to women in the two management tiers below the Board of Management is a process that is evolving over a period of many years. For that reason, the Board of Management is of the opinion that maintaining the status quo in each case constitutes an appropriate target, given the relatively short implementation period of less than two years. This is all the more relevant in that the Board of Management believes the present proportion of women in the two management tiers to be relatively high. It should be considered in this connection that technical and engineering qualifications are often needed to perform management tasks at technotrans AG, and there are still far fewer women than men with relevant qualifications in these disciplines.
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 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 Annual General Meeting, are summarised in a financial calendar. This calendar is published sufficiently well in advance and posted on technotrans’ website. The dates for the publications take account of the requirements of the stock exchange rules of the Frankfurt Stock Exchange for securities listed in the Prime Standard.
Diversity Concept for the Composition of the Board of Management and Supervisory Board (Section 289f (1) No. 6 of German Commercial Code [HGB])
I. Diversity Concept for the Composition of the Board of Management
The diversity concept for the composition of the Board of Management with regard to international make-up, diversity of professional experience, educational background and age as well as composition by gender takes particular account of the following aspects:
The goal is to achieve the most suitable and effective composition of the Board of Management as a whole by implementing the aspects pursued. The Supervisory Board considers the company management to be comprehensively well equipped in this regard. The composition of the Board of Management changed at the start of the 2018 financial year. The diversity concept as well as the fundamental personal and specialist qualifications remained the decisive criteria. Candidates with widely varying career paths in terms of age, professional experience and internationality were identified in the personnel selection process and their services secured for technotrans AG. This further increased diversity in the Board of Management.
II. Diversity Concept for the Composition of the Supervisory Board
The diversity concept for the composition of the Supervisory Board with regard to international make-up, diversity of professional experience, educational background and age as well as composition by gender takes particular account of the following aspects:
The goal pursued with the diversity concept and the general targets concept for the Supervisory Board is to give technotrans AG a balanced Supervisory Board that possesses wide-ranging expertise and is especially well equipped to perform its supervisory task successfully. There were no changes to the Supervisory Board in 2017. However it addressed the targets principle and diversity concept in depth and in that respect moved forward with this subject area.