GENERAL REMARKS ON THE GERMAN CORPORATE GOVERNANCE CODE
The principles of values-based and transparent company management and control have become much more significant in the evaluation and appraisal of listed companies. In September 2001, the German Federal Ministry of Justice took up this issue with the establishment of the German Corporate Governance Code regulatory committee, chaired by Dr Gerhard Cromme. The committee approved the Code on 26 February 2002 and has since modified it. The Code has a legal basis in the statement of compliance pursuant to Section 161 of the Stock Corporation Act (incorporated as a result of the Transparency and Disclosure Act, which came into effect on 26 July 2002). As a result of Section 161 of the Stock Corporation Act, all listed companies are required to disclose their compliance with the requirements of the Code and explain any potential non-conformities (comply or explain). In particular, this should meet the expectations of international investors.
You can download and read or print out the current version of the German Corporate Governance Code on the home page here.
DECLARATION OF COMPLIANCE PURSUANT TO SECTION 161 OF THE STOCK CORPORATION ACT
The current Declaration of Compliance was generated in accordance with Section 161 of the Stock Corporation Act on 16 December 2019.
Corporate Governance Statement
You can download the Corporate Governance Statement of CENIT AG in German.
Basic features of the compliance management system
You can download the Compliance Management System of CENIT AG in German.
The Company’s Management Board members were:
- Dipl.-Ing. Kurt Bengel, Waiblingen, spokesman of the Management Board of CENIT AG
until 31 December 2021,Responsible for: operations, investor relations and marketing.
- Peter Schneck, Stuttgart, member of the Management Board of CENIT AG since 18 October 2021
and spokesman of the Management Board of CENIT AG from 1 January 2022,
Responsible for: operations, investor relations and marketing.
- Dr. rer. pol. Dipl.-Kfm. Markus A. Wesel, Hohenschäftlarn, member of the Management Board of CENIT AG since 1 July 2020. Responsible for: finance, organization and personnel.
The Company’s Supervisory Board members were:
- Prof. Dr. Oliver Riedel (university professor), Pfaffenhofen a.d. Ilm, chair until 20 May 2021
- Dipl.-Kfm. Stephan Gier (independent German public auditor, tax advisor), Stuttgart,
deputy chair until 20 May 2021
- Rainer-Christian Koppitz (CEO), Munich, chair since 20 May 2021
- Prof. Dr. rer. pol. Isabell M. Welpe (university professor), Munich, deputy chair since 20 May 2021
- Dipl.-Ing. Ricardo Malta (Service Manager CENIT Aktiengesellschaft, Stuttgart), Munich,
employee representative since 18 May 2018
Mr. Rainer-Christian Koppitz is CEO of the KATEK SE Group, a member of the supervisory board of i-pointing Ltd. and chair of the supervisory board of NFON AG. Prof. Dr. rer. pol. Isabell M. Welpe is a member of the supervisory board of Deloitte Deutschland GmbH Wirtschaftsprüfungsgesellschaft and a member of the supervisory board of CANCOM SE. All other members of the Supervisory Board did not belong to any other supervisory boards or control bodies during the reporting year.
The remuneration system for the Management Board of CENIT AG comprises a performance-based component and a component that is independent of performance. The performance-based part is based on the Group’s earnings for the year (EBIT) in accordance with IFRS. Pursuant to the articles of incorporation and bylaws, the Supervisory Board receives fixed compensation. Each member of the Supervisory Board receives a fixed amount of EUR 20,000 payable after the end of the reporting period. The chair of the Supervisory Board receives twice that amount, while the deputy chair receives one and a half times that amount.
The expense for the remuneration of the members of the Management Board and Supervisory Board active as of 31 December 2021 recognized in profit or loss breaks down as follows:
|in EUR k||2021||2020|
|Management Board remuneration|
|Total short-term benefits||951||799|
|Total long-term benefits||182||110|
|Total remuneration of the Management Board||1,133||909|
|Supervisory Board compensation||90||90|
|Total compensation of the Supervisory Board||90||90|
Total remuneration of the active Management Board in accordance with Sec. 314 (1) No. 6a HGB amounts to EUR 912 k in the reporting period (prior year: EUR 1,077 k). Of this figure, EUR 653 k (prior year: EUR 669 k) relates to fixed components while EUR 259 k (prior year: EUR 408 k) relates to performance-based components. Total remuneration of former Management Board members in accordance with Sec. 314 (1) No. 6a HGB amounts to EUR 297 k in the reporting period.
The D&O insurance was continued in 2021 for Management Board members and Supervisory Board members as well as other executives. The premiums of EUR 99 k (prior year: EUR 51 k) were borne by the Company.
The Management Board held 14,000 shares as of the end of the reporting period (0.17%). The Supervisory Board members held 100 shares.
SUSTAINABILITY AT CENIT AG
At CENIT, we understand Corporate Social Responsibility (CSR) to mean responsible and sustainable management of the company. We require that our employees, business partners and suppliers comply with all applicable laws and guidelines.
We observe and respect human rights within our sphere of influence and base our conduct on the ten principles of the UN Global Compact. We fully support the abolition of any form of forced or child labour and expect the same of our business partners and suppliers.
CENIT does not tolerate corruption, bribery or the acceptance/granting of personal advantage in all their forms and works against unfair trading practices. In their dealings with business partners, customers, suppliers and government officials, our employees maintain clear boundaries between the normal parameters of a business relationship and private interests.
This is the basis of the way we do business and we firmly believe that a company can only be successful if business or financial concerns are held in equal consideration as its responsibilities towards society and the planet. For us, this also means involving our stakeholders and maintaining ongoing, open dialogue with them.