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 pursuant to Section 289f (1) No. 6 of the German Corporate Governance Code (HGB).
The current Declaration of Compliance with the Corporate Governance Code can be found here.
Information on Corporate Governance Practices
In addition to the recommendations, the German Corporate Governance Code contains further suggestions. The presentation and explanation of departures from these suggestions is not required by law. However technotrans also takes the suggestions of the German Corporate Governance Code as its basis for corporate management.
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.
Sustainable economic, ecological and social activity in keeping with applicable law is an indispensable element of entrepreneurial culture for technotrans. It also includes trust, respect and integrity in the way we deal with each other. The specific principles and basic rules governing our actions as well as our behaviour towards business partners and the public are summarised in the technotrans Code of Conduct [www.technotrans.com/en/investor-relations/corporate-governance/compliance.html].
Compliance as the entirety of Group-wide measures to comply with the law and binding internal regulations is an important management and supervisory task at technotrans. The Board of Management has unambiguously declared its rejection of antitrust violations and corruption in the technotrans Code of Conduct.
This Code of Conduct is binding for all employees of the technotrans Group. It defines fundamental, globally valid standards of conduct and describes what conduct is expected of the employees. It is the duty of superiors to support their employees in this. A breach of the law even by a single employee could seriously harm the reputation of our company and cause considerable damage to technotrans, including in the form of financial losses.
technotrans does not tolerate any breaches of the law and will not protect any parties responsible against official sanctions. Breaches of the law, international standards and internal regulations may result in disciplinary measures (including termination of employment) and may result in criminal or civil prosecution.
It is almost always possible to avoid infringements by seeking timely advice from the superior, the department responsible (e.g. Human Resources) or the Compliance Officer. In addition, any suspected or actual breach of the law or corporate guidelines must be reported.
The particular significance of compliance at technotrans is highlighted by the fact that a member of the Board of Management is responsible for the Group functions Legal & Compliance. That member of the Board of Management reports regularly on compliance matters to the Supervisory Board and Audit Committee. The Chief Compliance Officer is responsible for the management of the compliance programme. He reports directly to the member of the Board of Management for Legal & Compliance.
All these principles are implemented with the help of existing programmes and management systems. We provide detailed information through sustainability reporting on our website as well as in the “Basic Profile of the Group” section of the 2018 Annual Report.
Management and Control
technotrans has a two-tier management system. The distribution of tasks between the Board of Management and Supervisory Board is based on the German Stock Corporation Act, the Articles of Incorporation and the rules of procedure for the Board of Management and Supervisory Board.
The Board of Management is collectively in charge of operations. In the 2018 financial year it comprised 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”).
Notwithstanding their individual portfolios, the members of the Board of Management are jointly responsible for management. 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.
The composition of the Supervisory Board of technotrans SE is laid down by law and in detail in the Articles of Incorporation. Four of the six members of the Supervisory Board are elected by the shareholders, and two members are elected representatives of the employees. In addition, the Supervisory Board has defined targets for its composition. The Supervisory Board and its committees have adopted rules of procedure.
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 SE exercise their rights through the Annual General Meeting. The Annual General Meeting normally takes place in the month of May. 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 appropriation of profits, discharge of the Board of Management and Supervisory Board, election of Supervisory Board members, capital measures and amendments to the Articles of Incorporation).
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. A detailed list of responsibilities and portfolios 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 law and 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; currently Dr Norbert Bröcker, Heinz Harling, Dr Wolfgang Höper and Dieter Schäfer) proposes suitable candidates for Supervisory Board elections at the Annual General Meeting. An Audit Committee was in addition formed (members: Dieter Schäfer, Dr Wolfgang Höper, Heinz Harling) and a Personnel Committee for Board of Management Affairs (members: Heinz Harling, Dr Norbert Bröcker and Dr Wolfgang Höper). The Audit Committee meets 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 that, 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, in a reflection of the fact that these targets correspond to the current proportion of women on either board. The first implementation periods for these targets ended respectively on June 30, 2017. The proportion of women on the Supervisory Board and Board of Management did not change in the implementation period. For the period following June 30, 2017 the Supervisory Board again set the target for the proportion of women on the Supervisory Board and Board of Management as zero. In order genuinely to find the most suitable candidates (whether male or female) for the Board of Management and Supervisory Board to maintain the successful development of technotrans SE, the Supervisory Board supports leaving the targets as zero percent.
Specifically in light of the experience in recruiting new members of the Board of Management in the 2018 financial year, the Supervisory Board takes a critical view of numerical targets because these additionally complicate the selection processes employed. The new implementation periods run until June 30, 2022. 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, 2022, should a suitable opportunity arise to appoint a female candidate whom the Supervisory Board considers to be suitable. The Supervisory Board was also receptive to such a move for the new appointments made in the 2018 financial year. Nevertheless, two men were ultimately appointed to the Board of Management.
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 SE 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 were equally to be achieved or maintained by the deadline of June 30, 2017. In the implementation period, the proportion of women in the first management tier was increased from 6 to 11 percent and therefore by more than the targets set. In the second management tier, however, the proportion of women remained below the target of 17 percent during the first implementation period, at 9 percent. Within the short first implementation period up until June 30, 2017 there arose one vacancy in the second management tier, which it has not yet been possible to fill with a female manager.
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 SE, 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 the period after June 30, 2017 the targets of 11 percent and 9 percent now apply to the first two management tiers below the Board of Management, in each case with implementation periods up until June 20, 2022. The retention of the current status quo of 11 percent and 9 percent respectively is justified by the fact that, in light of the comparatively small circle of first and second-tier managers at technotrans SE, the existence of even one vacancy at the cutoff date can mean the self-imposed targets are significantly undershot. Conversely, replacement with a suitable female candidate at short notice or unexpectedly may lead to an unexpectedly positive rise over and above the target levels. In that respect, the targets are not especially suitable for implementing actual changes in the composition of management tiers at technotrans SE. Notwithstanding this, the Board of Management sets itself the target of developing and increasing the actual proportions in the first and second management tier. technotrans SE will report on the implementation of the targets in accordance with the statutory provisions.
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.