Corporate Governance means the regulatory framework for responsible and transparent management and supervision of a company in the company’s interest, and with the aim of sustained added value creation. Essential therefore is the consideration of the needs of the employees and shareholders as well as all other affiliated groups of the company (stakeholder).
With the German Corporate Governance Code (“Code”), the “Government Commission German Corporate Governance Code” (“Commission”) aims to make Germany’s rules regarding management and supervision of a company transparent for both national and international investors, customers, employees and the public thus strengthening confidence in the management of German corporations. The Commission adopted the Code on February 26, 2002. Since then, the Government Commission has followed the development of Corporate Governance in legislation as well as in practice and verifies at least once a year the necessity of aligning the Code. The new versions of the Code are published in the German Federal Gazette (Bundesanzeiger) and can be downloaded from the website of the Commission.
WashTec understands Corporate Governance as a continuous process. Thus, WashTec AG’s management and supervisory boards regularly give their attention to satisfying the requirements of the Code and will attentively follow future developments. After careful consideration, WashTec AG decided not to implement all of the recommendations of the Code. Instead, the Company systematically applies Corporate Governance where it suits the size, type and structure of WashTec. However, in substantial respects, the recommendations and suggestions of the Code have been implemented.
Declaration of Conformity
Code of Ethics
Remuneration of Board of Management and Supervisory Board
Remuneration of Board of Management
Pursuant to Section 162 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of the listed company prepare a clear and comprehensible report each year.
The remuneration report describes the basic features of the remuneration system as well as the individual remuneration of the current and former members of the Management Board and the Supervisory Board of WashTec AG.
Remuneration system Management Board
At its meeting on March 24, 2021, the Supervisory Board, after due deliberation, adopted the system for the remuneration of the members of the Management Board (“Remuneration System”) of WashTec AG (“WashTec” or the “Company”) in accordance with the new requirements of the German Stock Corporation Act as a result of the German Act Implementing the Second Shareholder Rights Directive (ARUG II) and taking into account the revised German Corporate Governance Code dated December 16, 2019 (the “German Corporate Governance Code 2020”).
This remuneration system applies to all Management Board contracts newly entered into or extended after the Annual General Meeting on May 18, 2021 and was submitted to the Annual General Meeting for approval under Section 120a (1) AktG. The Annual General Meeting 2021 approved the remuneration system on May 18, 2021 with a majority of 79.90% of the share capital. You can read the remuneration system in detail here:
Remuneration system Supervisory Board
Under Section 113 (3) AktG, as amended by the German Act Implementing the Second Shareholder Rights Directive (ARUG II), the annual general meeting of a listed company must adopt a resolution at least once every four years on the remuneration of members of the Supervisory Board. The resolution relates both to the system of remuneration for Supervisory Board members presented to the Annual General Meeting and to the setting of the remuneration for Supervisory Board members. The resolution is permitted to take the form of a resolution confirming the remuneration. The first resolution must be passed by the end of the first Annual General Meeting following December 31, 2020.
On 18 May 2021, the Annual General Meeting 2021 adopted the remuneration system for the Supervisory Board with a majority of 78.01% and confirmed the remuneration for the members of the Supervisory Board as set out in § 8.16 of the Articles of Association and in the Long Term Incentive Program for the Supervisory Board adopted by the Annual General Meeting on 30 April 2018.
The Annual General Meeting 2021 also approved the long-term variable remuneration for the Supervisory Board 2022-2024 (LTIP 2022-2024) on 18 May 2021 with a majority of 78.15%.
You can read about the remuneration system of the Supervisory Board in detail here:
Rules of Procedure Supervisory Board
Targets for the percentage of women on the Boards
Under the Act on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors of April 24, 2015, the Supervisory Board of WashTec AG is required to set targets for the percentage of women on the Company\x92s Supervisory Board and Management Board together with dates for their attainment. The WashTec AG Management Board has a corresponding obligation with regard to the two management levels below it.
During the 2018 financial year, the Management Board and the Supervisory Board of WashTec AG set new targets to be achieved by 30 June 2023. On July 26, 2018, the Supervisory Board resolved to set a target of at least 25% as the female quota for the Management Board. On account of the departure of Ms. Karoline Kalb from the Management Board as of December 31, 2019, the Supervisory Board resolved on October 24, 2019 with a view to the target for the female quota in the Management Board (25%) that it would seek to appoint a woman to the Management Board again at the next opportunity.
With Dr. Kerstin Reden joining the Management Board with effect from August 1, 2020, the female quota in the Management Board is currently 33%.
Also on July 26, 2018, the Supervisory Board resolved to set a target of 0% as the female quota for the Supervisory Board. This decision is intended to create the greatest possible flexibility for constituting the Board on the basis of qualification. In the 2019 reporting year, the percentage of women on the Supervisory Board corresponded to the set quota.
On December 20, 2018, the Management Board set a target of at least 10% for each of the two management levels below it. Taking into account the specific circumstances and conditions at WashTec \x96 notably the objects of the Company, its size, workforce composition and international business activities \x96 the Management Board believes these percentages are reasonable as they provide flexibility in terms of filling positions on the basis of qualification. The target set for the two management levels below the Management Board was already met in the 2018 reporting year. The figures in the 2019 reporting year were 9.09% at the first management level below the Management Board and 15.38% at the second management level below the Management Board.
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