Declaration of Compliance
with the German Corporate Governance Code pursuant to Sec. 161 AktG [“Aktiengesetz”: German Stock Corporation Act]
The board of management of the general partner of Ströer SE & Co. KGaA, Ströer Management SE (the board of management), and the supervisory board of Ströer SE & Co. KGaA (the supervisory board), declare pursuant to Sec. 161 AktG:
Since the last declaration of compliance on 13 December 2018, Ströer SE & Co. KGaA has complied with the recommendations made by the government commission on the German Corporate Governance Code (GCGC) as amended on 7 February 2017 and will continue to comply with them in the future with the following exceptions:
- Contrary to the recommendation in 3.8 Paragraph 3 GCGC, no deductible for the members of the supervisory board was agreed upon in the D&O insurance policies for the members of the board of management, the supervisory board and executive employees. In our opinion, a deductible for supervisory board members would impair the interest and willingness of suitable individuals in remaining on or becoming active for the supervisory board.
The remuneration of the board of management is disclosed for each individual member, broken down by performance and non-performance-related benefits, in accordance with the legal provisions. Contrary to the recommendation in 4.2.5 second indent GCGC, the sample table provided as an exhibit to the GCGC has not been used to present additional information to that contained in the remuneration report because the table and the breakdown prescribed therein, in particular by benefits granted, allocations and service cost, largely comprises information that is disclosed elsewhere and using it would not provide better insight into the remuneration of the members of the board of management despite the justified informational needs of shareholders.
Contrary to the recommendation in 5.3.3 GCGC, the supervisory board had not established a nomination committee by 13 September 2019 in addition to the existing audit committee because Ströer SE Co. KGaA did not need a special committee to propose shareholder representatives as candidates. A nomination committee was set up in September 2019.
Contrary to the recommendation in 5.4.1 Paragraph 2 Sentence 1 GCGC, there is no regular limit of length of membership for the members of the supervisory board. Ströer SE & Co. KGaA focuses solely on the knowledge, ability and expert experience of current and future members of the supervisory board and does not want to lose the extensive experience and expertise of these members.
Pursuant to 5.4.5 Sentence 2 GCGC, a management board member of a listed company should not have more than three positions on supervisory boards of other non-group listed entities or be a member of comparable oversight bodies of non-group entities. This recommendation has not been followed by Christoph Vilanek, who is CEO of freenet AG, chairman of the supervisory board of Ströer SE & Co. KGaA and Ströer Management SE as well as member of two other supervisory boards of listed companies. Given his long-established knowledge of the Company, his excellent industry knowledge and his qualifications as well as his experience on other oversight bodies, he is very well suited to be both a member of the supervisory board of Ströer SE & Co. KGaA and be its chair. The supervisory board satisfied itself that Mr. Vilanek has sufficient time to be able to perform his duties adequately. The supervisory board and the Company therefore do not wish to lose Mr. Vilanek as a supervisory board member.
Pursuant to 5.4.6 Paragraph 1 Sentence 2 GCGC, the status as chair or deputy chair of the supervisory board as well as chair and membership of a committee should be taken into consideration when determining remuneration. This recommendation is complied with in relation to the remuneration of members of the supervisory board of Ströer Management SE. In accordance with the resolution of the shareholder meeting of Ströer SE & Co. KGaA, the members of the supervisory board of Ströer SE & Co. KGaA, however, only receive an attendance fee and a refund of out-of-pocket expenses. Against this background, special tasks and functions within the supervisory board of Ströer SE & Co. KGaA are not remunerated separately.
With the exception of the limitation regarding the nomination committee, the Company will continue to comply with the GCGC as amended on 7 February 2017 with the abovementioned exceptions. A nomination committee has now been established on the supervisory board such that there is no longer any divergence from 5.3.3 GCGC.
Cologne, 11 December 2019
|The Supervisory Board
Chairman of the Supervisory Board
Ströer SE & Co. KGaA
|The board of Management
Co-Chairman of the Board of
Ströer Management SE