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technotrans Investor Relations

Declaration of Compliance Pursuant to Section 161 of the German Stock Corporation Act (AktG)

Declaration of Compliance (2020)

The Board of Management and Supervisory Board of technotrans SE declare pursuant to Section 161 of German Stock Corporation Law:

"Since the last Declaration of Compliance issued in September 2019 and until March 20, 2020 (date of announcement of the revised version of the German Corporate Governance Code (GCGC)), technotrans SE has complied with the recommendations of the GCGC in the version dated February 7, 2017 (published in the Federal Gazette on April 24, 2017) with the following exceptions:

  • Section 4.2.5 (Disclosure of Board of Management remuneration)

    The German Corporate Governance Code previously recommended that the benefits granted plus fringe benefits, the maximum and minimum attainable remuneration for variable remuneration components as well as the fixed remuneration, short-term and long-term variable remuneration received, together with the benefit expenses for occupational pensions and other maintenance benefits, be presented in the Remuneration Report for every Board of Management member, and that template specimen tables be used for this information.

    technotrans SE has hitherto disclosed the remuneration of each individual Board of Management member in agreement with the applicable statutory requirements, broken down into non-performance-related and performance-related pay. The Board of Management and Supervisory Board did not believe that changing the form of presentation for Board of Management remuneration would improve quality and ease of understanding. For that reason, no further sub-classification was practised, nor were the specimen tables of the GCGC used.

  • Section 5.1.2 (Composition of the Board of Management)

    The German Corporate Governance Code previously recommended that the Supervisory Board also heed diversity in the composition of the Board of Management, with the company taking the recommendation to mean that women are to be adequately represented.

    The Supervisory Board considers that belonging to a particular gender is not an attribute that would particularly qualify a female or male candidate for a particular position, and therefore disregarded this criterion when selecting the most suitable candidate for a position. When deciding on the appointment of new members of the Board of Management, the emphasis should be on the qualifications of the candidates and not on their gender. The Supervisory Board also takes this as its basis in specifying the targets for the proportion of women on the Board of Management in accordance with Section 111 (5) of the German Stock Corporation Act in conjunction with Section 9 (1) lit. c) (ii) SE Regulation.

  • Section 5.4.1 (Objective for the composition of the Supervisory Board)

    The German Corporate Governance Code contained the recommendation that the Supervisory Board should state specific objectives for its composition and draw up a skills profile for the overall board. With regard to its composition, within the context of the specific situation of the company it should take suitable account of the international operations of the company, potential conflicts of interest, the number of independent Supervisory Board members, a possible age limit for Supervisory Board members, and diversity. The Code also contained the recommendation, within the context of its objective, to specify a cap on how long a person may serve on the Supervisory Board alongside the above criteria. In addition, proposals by the Supervisory Board to the Annual General Meeting should take account of these goals while also seeking to reflect the skills profile.

    The implementation status was to be published in the Corporate Governance Report. This report should also provide details of what the Supervisory Board believes to be an appropriate number of independent members.

    For its proposals to the Annual General Meeting for the election of new Supervisory Board members, the Supervisory Board should ensure that the candidate in question can set aside the anticipated time required. The proposal of a candidate should also be accompanied by a CV providing information on relevant knowledge, skills and experience; this should be supplemented with an overview of the principal activities alongside the non-executive directorship and an updated version be published for all Supervisory Board members every year on the website of the company. In its election proposals to the Annual General Meeting, the Supervisory Board should disclose the personal and business relationships of every candidate with the business, with the corporate bodies of the company and with a shareholder holding a material stake in the company.

    technotrans SE has for many years imposed an age limit of 67 (at the time of election) to membership of its Supervisory Board. The Supervisory Board has in addition drafted an objective and a skills profile, in which it considers both the composition of the overall board and the skills of the individual members. It thus addresses such issues as the desirability of an international composition, diversity and independence, but also how much time each Supervisory Board member has available. Notwithstanding this, the Board of Management and Supervisory Board were of the opinion that the intention pursued by the Code can also be achieved without the need to state additional specific goals. In that respect the Supervisory Board only met the recommendations of Section 5.4.1 of GCGC with restrictions, despite the skills profile it has approved and the associated objective. However, in its election proposals to the Annual General Meeting, the Supervisory Board has already largely taken into account the criteria set out in the Code's recommendation. technotrans SE has also followed the recommendations of Section 5.4.1 of the GCGC with regard to the time required and the recommendation to publish the curricula vitae of the candidates and Supervisory Board members. Personal and business relationships are also disclosed.

    With regard to the “diversity” criterion, which the company also takes to include the appropriate representation of women, the Supervisory Board has however not primarily considered gender and – regardless of their gender – continues to focus on the knowledge and specialist qualifications of the candidates. The Supervisory Board also takes this as its basis in specifying the targets for the proportion of women on the Supervisory Board in accordance with Section 111 (5) of the German Stock Corporation Act in conjunction with Section 9 (1) lit. c) (ii) SE Regulation. In light of the circumstances presented above, the Supervisory Board also declined to stipulate a limit on how long a person may serve on the Supervisory Board. Here, too, the interests of the company are best served by basing membership of the Supervisory Board solely on the knowledge and specialist qualifications of its members.

  • Section 5.4.6 (Remuneration of the Supervisory Board members)

    In the event that performance-related remuneration is promised, the German Corporate Governance Code envisages that this be tied to sustainable corporate performance.

    In accordance with the Articles of Incorporation the members of the Supervisory Board received a variable remuneration component that did not expressly reflect sustainable corporate performance.


technotrans SE has been complying with the recommendations of the GCGC in the version dated December 16, 2019 (published in the Federal Gazette on March 20, 2020) since March 21, 2020 (the date on which the revised version of the GCGC came into force) and will continue to do so in future, with the exception of the following exceptions:

  • Section A.2 (Whistleblower system)

    The GCGC recommends in Section A.2 inter alia, the establishment of a whistleblower system for employees.

    Compliance is of crucial importance for technotrans SE. Against this background, the company has a compliance management system geared to the risk situation and a code of conduct, which is also published on the website. Further information can be found in the annual report. A whistleblowing system is to become an integral part of the compliance management system, but is currently still being set up at technotrans SE. For this reason, a deviation from this recommendation is currently still to be explained.

  • Section B.1 (Composition of the Board of Management)

    In accordance with the previous Section 5.1.2, now Section B.1, the GCGC recommends that the Supervisory Board should also take diversity into account in the composition of the Board of Management, which in the Company's understanding also includes an appropriate consideration of women.

    The Supervisory Board still does not consider membership of a particular gender to be a characteristic that would particularly qualify a candidate for a particular position, and will therefore continue to disregard this criterion when selecting the most suitable candidate. When deciding on the appointment of new members to the Board of Management, therefore, the qualifications of the applicants will be taken into account as a matter of priority rather than their gender. The Supervisory Board also takes this into account when setting the target figures for the proportion of women on the Board of Management in accordance with Section 111 (5) of the German Stock Corporation Act (AktG) in conjunction with Section 9 para. 1 lit. c) (ii) SE Regulation.

  • Section B.2 (Succession planning)

    In Section B.2, the GCGC recommends long-term succession planning for the Board of Management and its description in the declaration on corporate governance.

    The Supervisory Board, together with the Board of Management, deals with succession planning on an ongoing and long-term basis. So far, however, the corresponding procedure has not been described in detail in the corporate governance statement. However, in the future, i.e. with the next corporate governance statement, this recommendation of the GCGC is also to be complied with.

  • Section B.5 (age limit)

    Section B.5 recommends the specification of an age limit for members of the Board of Management and their disclosure in the corporate governance statement. 

    In the past, the Supervisory Board has already set an age limit for members of the Board of Management and included it in the Board of Management employment contracts. However, due to the lack of corresponding recommendations in the GCGC, this age limit has not yet been mentioned in the corporate governance statement. This is to be changed in the next corporate governance statement

  • Section C.1 (Objectives for the composition of the Supervisory Board)

    The GCGC now contains the recommendation that the Supervisory Board should specify concrete objectives for its composition and develop a competence profile for the entire body. The Supervisory Board should pay attention to diversity. Proposals of the Supervisory Board to the Annual General Meeting should take these objectives into account and at the same time aim to fill out the competence profile for the entire Board. The status of implementation is to be published in the corporate governance statement. The latter shall also provide information on the number of independent shareholder representatives deemed appropriate by the shareholder representatives on the Supervisory Board and the names of these members.

    The Supervisory Board has drawn up an objective and a competence profile in which it addresses both the composition of the overall body and the competences of the individual members. In doing so, it deals, among other things, with the desired internationality, diversity and independence, but also with the time availability of the individual Supervisory Board member. In addition, however, the Board of Management and Supervisory Board were and are of the opinion that the intention pursued by the Code can be achieved without the naming of concrete objectives and that the specification of further objectives would even restrict the Supervisory Board in selecting suitable members. In future, the Supervisory Board will report on the status of the implementation of its general objectives in the corporate governance statement. In this respect, the Supervisory Board only complies with the recommendations of Section C.1 GCGC to a limited extent, despite the competence profile it has decided on and the associated objectives. However, in its election proposals to the Annual General Meeting, the Supervisory Board has already largely taken into account the criteria set out in the Code's recommendation.

    However, with regard to the criterion "Diversity", which in the Company's understanding also includes an appropriate consideration of women, the Supervisory Board continues not to place gender in the foreground, but rather orients itself - regardless of gender - to the knowledge and professional qualifications of the persons in question. The Supervisory Board also takes this into account when setting the target figures for the proportion of women on the Supervisory Board in accordance with Section 111 (5) of the German Stock Corporation Act (AktG) in conjunction with Section 9 (1) lit. c) (ii) SE Regulation. The fact that this strategy can and should also strengthen diversity in terms of knowledge and professional qualifications can be seen in this year's election proposal by Ms Bauer. Against the background described above, the Supervisory Board has also refrained from setting a standard limit on the length of service on the Supervisory Board. Here too, in the interests of the Company, membership of the Supervisory Board should be based solely on the knowledge and professional qualifications of the members (see also below on "Independence of Supervisory Board members").

    A deviation is explained with regard to the assessments of independence, as this year a reassessment was carried out by the Supervisory Board on the basis of the new GCGC indicators of independence (see below). To date, no comments on this revaluation have been included in the corporate governance statement. In future, this information on the current assessment of the Supervisory Board will also be included in the corporate governance statement.

  • Sections C.7, C.10 (Independence of Supervisory Board members)

    The GCGC contains several recommendations in Sections C.6 et seq. concerning the independence of the members of the Company's Supervisory Board. In this context, the GCGC sets out in Section C.7 new, separate indicators for when a Supervisory Board member is to be classified as non-independent within the meaning of the Code.

    In this respect, the extent to which the members of the Supervisory Board are considered to be independent based on the indicators in Section C.7 is essential for compliance with the recommendations on the independence of Supervisory Board members. Alternative or deviating classifications must in future be justified in the corporate governance statement. The indicators now included in the GCGC will in future be based, among other things, on a term of office of the Supervisory Board members of more than 12 years and a previous activity on the Board of Management. In the view of the Supervisory Board, this necessitates a reassessment of his independence, especially since Mr. Harling, in addition to his more than ten years of service on the Board of Management, has also reached or is now exceeding the 12-year term of office in 2020. In accordance with the new recommendations of the GCGC, Mr. Harling and Dr. Bröcker are therefore to be classified as non-independent within the meaning of the Code in future, although the business relationships with Dr. Bröcker and the resulting classification have already been disclosed and named. The Supervisory Board considers the classification made by the GCGC to be in the interests of the Company and easy to understand and comprehend from the shareholders' perspective. The Supervisory Board has therefore decided to use the indicators specified by the GCGC as the basis for the present and future and not to make any different classification, as would be possible under Section C.8. This means that the recommendation in Section C.7 to appoint independent Supervisory Board members to more than half of the shareholder representatives is not complied with. As this is a classification based on the new indicators, there has not yet been a corresponding presentation in accordance with point C.1 in the corporate governance statement (see also point C.1). As already explained, this will be changed in the next corporate governance statement. Finally, a deviation from Section C.10 must also be explained on the basis of this classification, as the Chairman of the Supervisory Board cannot be regarded as independent within the meaning of the GCGC on the basis of the indicators newly established by the GCGC and the associated classification of the company.

    However, the Supervisory Board is of the opinion that the Supervisory Board in its current composition nevertheless demonstrates a reasonable and appropriate level of independence of its members both with regard to the shareholder structure and with regard to the Company (and its development) and the Board of Management. It is assumed here that half of the shareholder representatives are to be regarded as independent within the meaning of the Code. From the Supervisory Board's point of view, the exercise of control and monitoring functions and the filling of Board of Management positions with external managers and the developments initiated in the appointment of new members to the Supervisory Board are evidence of this.

  • Section D.1 (Rules of Procedure of the Supervisory Board)

    In accordance with Section D.1, the GCGC recommends that the Supervisory Board adopt rules of procedure and publish them on the website.

    The Supervisory Board of technotrans SE has already had rules of internal procedure for many years. In the absence of corresponding recommendations, the company has so far refrained from publishing them on its website. The Supervisory Board in its new composition is currently reviewing and updating its rules of procedure. Following the update, it is intended to publish the recommendation on the website in accordance with Section D.1, so that in future this recommendation will be fully complied with.

  • Section D.12 (Training and further training measures)

    According to clause D.12, members of the Supervisory Board shall be supported in their inauguration as well as in training and further education measures, and this shall be reported on in the report of the Supervisory Board. 

    Support for members of the Supervisory Board in the recommended form is already standard practice at technotrans SE. In the absence of corresponding recommendations, this was not explicitly reported in the report of the Supervisory Board. This is to be changed with the next report of the Supervisory Board so that the recommendation in Section D.12 is fully complied with in future.

  • Sections G.1 - G. 15 (Board of Management remuneration)

    Sections G.1 - G.15 contain numerous new recommendations on the structure of the compensation system and the individual compensation of the Board of Management members, including the determination of variable compensation components and the assessment of customary practice.

    In any case, it should be noted that some of the current recommendations were not complied with in the past. This applies in particular to the recommendations on the determination of variable remuneration components, the content of the remuneration system and the share-based approach and the predominantly long-term nature of the remuneration. In view of the legal regulations applicable in the past and the recommendations of the GCGC, the Supervisory Board nevertheless considered the type and scope of the assessment of remuneration and the determination of the relevant criteria and the remuneration system applied to be appropriate and in the interests of the Company.

    Against the background of the new recommendations of the GCGC and the regulations of ARUG II, the Supervisory Board is currently dealing intensively and fundamentally with the remuneration of the Board of Management. Subsequently, this is to be negotiated with the members of the Board of Management. At present, it is not yet possible to foresee how the remuneration of the Board of Management, i.e. both the basic remuneration system and the individual remuneration of the individual Board of Management members, will be structured in detail.

    Therefore, as a precautionary measure, a deviation from the recommendations in Sections G.1 - G.15 is hereby declared for the past and the present, as there have been deviations from Sections G.1, G.6, G.7 and G.10 in the past and it is not yet possible to make any statements with certainty as to the extent to which the Company will comply with the recommendations in Sections G.1 - G.15 in the future. The company will report on both the remuneration system and the remuneration of the members of the Board of Management within the framework of the statutory requirements and will continue to specify the declarations of deviation in this respect in future.

  • Section G.18 (Supervisory Board remuneration)

    According to Section G.18, any performance-related remuneration of the Supervisory Board should be geared to the long-term development of the company.

    In accordance with the Articles of Incorporation, the members of the Supervisory Board have so far received a variable remuneration component that was not explicitly geared to the sustainable development of the company. At the 2020 Annual General Meeting, a resolution was passed to change the remuneration of the Supervisory Board. Accordingly, the members of the Supervisory Board now only receive fixed remuneration, which is why the recommendation in Section G.18 has not been deviated from since then

Sassenberg, September 2020


Corporate Governance Declaration
Articles of Incorporation
Global Compact
The Remuneration Report can be found in the combined management report