Corporate governance denotes the responsible management and control of companies in a manner that strives for long-term value creation. This includes purposeful, effective collaboration between the Board of Management and Supervisory Board, regard for the interests of shareholders and employees, transparency and responsibility in all entrepreneurial decisions, and the suitable handling of risks. technotrans takes the German Corporate Governance Code as its point of reference.
The most recent Declaration of Compliance was submitted in September 2015, with the following wording:
“The Board of Management and Supervisory Board declare that, with the exception of the following departures, technotrans AG has complied with the conduct recommendations of the Code Commission appointed by the German government since submission of the last Declaration of Compliance in September 2014, and moreover intends to observe the recommendations in the future. The basis for the period from September 2014 (date of last Declaration of Compliance) to May 4, 2015 (day before announcement of the new version of the Code) is the German Corporate Governance Code in the version dated June 24, 2014, and the basis for the period since May 5, 2015 (date of announcement of the new version of the Code) is the German Corporate Governance Code in the version dated May 5, 2015.
The German Corporate Governance Code recommends 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 financial years commencing after December 31, 2013 for every Board of Management member, and that template specimen tables be used for this information. technotrans AG discloses the remuneration of each individual Board of Management member in agreement with the applicable requirements, broken down into non-performance-related and performance-related pay. The Board of Management and Supervisory Board do not believe that changing the form of presentation for Board of Management remuneration will improve quality and ease of understanding. For that reason, no further sub-classification is practised, nor are the specimen tables used.
The German Corporate Governance Code recommends 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 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 disregards this criterion when selecting the most suitable candidate for a position. When deciding on the appointment of new members of the Board of Management, in future the emphasis will 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.
The German Corporate Governance Code contains the recommendation that the Supervisory Board should state specific objectives for its composition that, depending on the specific situation of the company, take 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. In its latest version the Code also contains 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 election bodies responsible are to reflect these objectives. technotrans AG has for many years imposed an age limit of 67 (at the time of election) to membership of its Supervisory Board. Notwithstanding this, the Board of Management and Supervisory Board are of the opinion that the intention pursued by the Code can also be achieved without the need to state specific goals, and that defining further goals would actually hinder the Supervisory Board in selecting suitable members. The Supervisory Board of technotrans AG has therefore not stated any specific goals with regard to its composition. The Supervisory Board will, however, largely observe the criteria stated in the recommendation of the Code when proposing persons to the Annual General Meeting for election. With regard to the “diversity” criterion, which the company also takes to include the appropriate representation of women, the Supervisory Board will however not primarily consider gender and will continue to focus on the knowledge and specialist qualifications of the candidates, independently of their gender. 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 light of the circumstances presented above, the Supervisory Board also declines 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.
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 receive a variable remuneration component that does not expressly reflect sustainable corporate performance.
Sassenberg, September 2015"
In addition to the recommendations, the German Corporate Governance Code contains suggestions, compliance with which is not binding. Nor are explanations for departures from the suggestions required. technotrans does not depart from these suggestions.
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. This is manifested in exemplary behaviour towards employees, business partners, shareholders and the public. technotrans interprets compliance to mean observance of the law, the articles of incorporation, internal rules and any commitments undertaken voluntarily.
technotrans attaches particular importance to establishing a group-wide compliance structure that binds all employees worldwide to the compliance guideline. The purpose of this code of behaviour is to assure a uniform level of ethical and legal standards throughout the entire group of companies.
A compliance manager is appointed to ensure the relevant topics are suitably refined and disseminated through training.
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).
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.
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.
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.
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.