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CENIT AG
ISIN DE0005407100, WKN 540710
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Stock exchange: XETRA

Corporate Governance at CENIT

General comments on the German Corporate Governance Code

The principles of value-oriented and transparent corporate management and controlling have recently become increasingly important for the assessment and valuation of listed companies. The German Federal Minister of Justice tackled this issue in September 2001 with the convening of the Government Commission of the German Corporate Governance Code under the chairmanship of Dr Gerhard Cromme. The Government Commission approved the German Corporate Governance Code on February 26, 2002 and has since adapted it. Through the declaration of conformity in line with Article 161 of the AktG (added as a result of the Transparency and Publicity Act introduced on July 26, 2002, the Code has a legal basis. On the basis of Article 161 of the AktG, all listed companies are obliged to declare conformity with the requirements of the German Corporate Governance Code and explain any deviations from requirements (comply or explain). The particular aim of this is to fulfil the expectations of international investors.

The Executive Board and Supervisory Board of CENIT AG Systemhaus welcome the template for the German Corporate Governance Code and have decided to ensure widespread implementation of, and compliance with, the rules of the Code in the CENIT Group. CENIT AG Systemhaus thus demonstrates that responsible, value-oriented corporate management and controlling thereof are a top priority in the CENIT Group.

Download Corporate Governance Code

Please use the following link to get to the website of the governmental comittee of the German Corporate Governance Code. Here you can read or download the lastest version of the Code:

www.dcgk.de/en/

    • The Company’s Board of Directors is composed of the following persons:

      • Dipl.-Ing. Kurt Bengel
        Spokesman of the management board. In charge of the worldwide operational business and for the departments marketing and investor relations.
      • Dipl.-Wirt.-Inf. Matthias Schmidt
        Member of the management board since 1st February 2013
        In charge of the departments finance, organisation and human resources.

      Remuneration System

      The system that determines the remuneration of the Board of Directors of CENIT AG combines fixed and success-based remuneration. During the reporting year, the Members of the Board of Directors received the following incomes:

      Remuneration of the Management Board in EUR k
      2018
      2017
      Kurt Bengel
      Fixed242242
      Fringe benefits2825
      Performance-based134191
      Long-term incentive137194
      Total remuneration for Kurt Bengel541652
      Matthias Schmidt
      Fixed215215
      Fringe benefits2221
      Performance-based134191
      Long-term incentive137194
      Total remuneration for Matthias Schmidt508621
      Total1,0491,273

      The following remuneration was paid out to the Management Board members in the reporting period:

      Remuneration of the Management Board in EUR k
      2018
      2017
      Kurt Bengel
      Fixed242242
      Fringe benefits2825
      Performance based191176
      Long-term incentive from 2015/2014160126
      Total remuneration for Kurt Bengel621569
      Matthias Schmidt
      Fixed215215
      Finge benefits2221
      Performance-based191176
      Long-term incentive from 2015/2014160130
      Total remuneration for Matthias Schmidt588542
      Total1,2091,111

      The variable remuneration component breaks down into a short-term and long-term component, which is based on the Group EBIT, with the short-term portion being paid out in the subsequent year. The long-term portion is paid out after three years provided that other criteria have been met. Total annual remuneration is capped in each case to EUR 750,000.00. No minimum remuneration has been agreed for performance-based pay and remuneration with a long-term incentive effect.

      The fringe benefits relate to the provision of company cars and subsidies for pension insurance.

      The employment contracts of Mr. Bengel and Mr. Schmidt provide for compensation payments pursuant to Sec. 74 HGB for the term of a one-year ban on competition and full remuneration paid to the surviving dependents of deceased Management Board members for a six-month period.

      No further pension obligations or benefits were promised in the event of termination of service. In the event that the Company terminates the agreement before its expiry without good reason, the Management Board member receives a severance payment of no more than twice the annual fixed remuneration set out in the agreement for the remainder of the employment agreement. In any case, no more than the remaining term of the employment agreement will be remunerated.

      The employment contract of Mr. Bengel was extended prematurely for a further three years with effect as of 1 January 2019. The employment contract of Mr. Schmidt was likewise extended prematurely for a further two years with effect as of 1 February 2019. The cap on total remuneration was raised to EUR 900,000.00 in Mr. Bengel’s contract and to EUR 800,000.00 in Mr. Schmidt’s contract.

      The short-term variable remuneration of the Management Board depends on the Group EBIT and is capped at EUR 230,000 from the 2019 financial year. From 2020, the maximum amount will increase by 5% in each case. The long-term variable remuneration also depends on the Group EBIT and is capped at EUR 350,000. The maximum amount will increase by 5% from 2020 onwards. The long-term variable remuneration will be paid out after three years only if the average Group EBIT of the last three years amounts to at least EUR 9,000,000. This limit is also increased by 5% annually.

      The Company’s Supervisory Board is composed of the following persons in 2018:

      • Dipl.-Ing. Andreas Schmidt
        (independent management consultant), Ahrensburg, chairman, from 30 May 2008 to 18 May 2018
      • Dipl.-Kfm. Hubert Leypoldt
        (independent German public auditor, tax advisor, legal counsel), Dettingen/Erms, deputy chairman, from 6 May 1998 to 18 May 2018
      • Dipl.-Ing. Andreas Karrer (Head of Department at CENIT Aktiengesellschaft, Stuttgart), Leinfelden-Echterdingen, employee representative, from 30 May 2008 to 18 May 2018
      • Prof. Dr. Oliver Riedel
        (university professor), Pfaffenhofen a.d. Ilm, chairman since 18 May 2018
      • Dipl.-Kfm. Stephan Gier
        (independent German public auditor, tax advisor), Stuttgart, deputy chairman since 18 May 2018
      • Dipl.-Ing. Ricardo Malta (Service Manager CENIT Aktiengesellschaft, Stuttgart), Munich, employee representative since 18 May 2018

      Remuneration System

      Pursuant to the Articles of Association, the Members of the Supervisory Board receive a fixed remuneration. Each Supervisory Board Member receives a fixed remuneration of 15,000.00 EUR, payable at the end of the business year. The Chairman of the Supervisory Board receives double this sum, his Deputy 1.5 times this sum.

      During the reporting year, the Members of the Supervisory Board received the following incomes:

      Remuneration of the Supervisory Board2018201820172017
      Fixed
      remuneration
      Performance-
      based
      remuneration
      Fixed
      remuneration
      Performance-
      based
      remuneration
      Andreas Schmidt11.5030.00
      Hubert Leypoldt8.5022.50
      Andreas Karrer5.5015.00
      Oliver Riedel18.500.00
      Stephan Gier14.000.00
      Ricardo Malta9.500.00
      Total amount67.5067.50

      The D&O insurance was continued in 2018 for Management Board members, Supervisory Board members as well as other executives. The premiums of EUR 40 k (prior year: EUR 51 k) were borne by the Company.

      The Management Board held 7,670 shares as of the balance sheet date (0.09%). The Supervisory Board members held 80 shares.