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:
- Declaration of Compliance 2015
- Declaration of Compliance 2014
- Declaration of Compliance 2013
- Declaration of Compliance 2012
- Declaration of Compliance 2011
- Declaration of Compliance 2010
- Declaration of Compliance 2009
- Declaration of Compliance 2008
- Declaration of Compliance 2007
- Declaration of Compliance 2006
- Declaration of Compliance 2005
- Declaration of Compliance 2004
Declaration of Compliance in accordance with § 161 AktG
The current Declaration of Compliance has been prepared in accordance with § 161 of the German Corporate Governance Code as amended on 5 May 2015.
- 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.
- Dipl.-Ing. Andreas Schmidt
Independent corporate consultant
- Dipl.-Kfm. Hubert Leypoldt
Independent public accountant, tax advisor, legal counsel
Dettingen/Erms, Deputy Chairman
- Dipl.-Ing. Andreas Karrer
Department Head, CENIT AG, Stuttgart
Leinfelden-Echterdingen, Employee Representative
The Company’s Board of Directors is composed of the following persons:
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:
REMUNEARATION MANAGEMENT BOARD IN TEUR 2014 2013 Kurt Bengel Fixed remuneration 244 245 Performance-based remuneration
thereof relating to other periods: EUR 0 k
(prior year: EUR 2 k)
138 125 Long-term incentive 126 127 Matthias Schmidt Fixed remuneration 214 194 Performance based remuneration 112 101 Long-term incentive 130 118 Christian Pusch Fixed remuneration 0 141 Performance-based remuneration 0 73 Post-employment benefits 0 115 Total 964 1,239
The variable remuneration component breaks down into a short-term and long-term component, 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.
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 dependants of deceased executive 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 executive board member receives a severance payment of no more than twice the annual fixed remuneration agreed 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 Company’s Supervisory Board is composed of the following persons:
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:
INCOME SUPERVISORY BOARD IN EUR k 2014 2014 2013 2013 Fixed Performance-
Andreas Schmidt 30 0 30 0 Hubert Leypoldt 22,5 0 22,5 0 Andreas Karrer 15 0 15 0 Total 67,5 0 67,5 0
The D&O insurance was continued in 2015 for executive board members, supervisory board members as well as other executives. The premiums of EUR 32 k (prior year: EUR 23 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 111,392 shares, i.e. 1.33% of the Company’s capital stock (prior year: 2.32%).
- Dipl.-Ing. Kurt Bengel