Corporate Governance
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
In our Code of Ethics, we have defined our position on legal requirements and ethical issues. Lawful and ethical conduct transcends corporate boundaries – which is why we have defined our expectations of our suppliers in a Supplier Code of Conduct.
Remuneration of Board of Management and Supervisory Board
Remuneration reports
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
Female Quota
Targets for the percentage of women on the Boards
The Supervisory Board is required to set targets for the percentage of women on the Company’s Management Board and Supervisory Board, together with dates for their achievement. In the fiscal year 2018, the Supervisory Board set new targets for the percentage of women in the Management Board and Supervisory Board, to be achieved by June 30, 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. With the appointment of Dr. Kerstin Reden as of August 1, 2020, the target for the percentage of women on the Management Board was met in the reporting year until August 31, 2022. Following the departure of Dr. Reden from the Management Board, there were no female members of the Management Board from September 1, 2022 onward. 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. There were no women members of the Supervisory Board in the 2022 reporting year.
The Management Board considers diversity when making appointments to executive positions. On December 20, 2018, the Management Board set a target of at least 10% for each of the two management levels below it within the WashTec Group to be achieved by June 30, 2022. Taking into account the specific circumstances and conditions at WashTec – notably the objects of the Company, its size, workforce composition and international business activities – the Management Board believed these percentages to be reasonable as they provide flexibility in terms of filling positions on the basis of qualification. Both targets were met as of June 30, 2022. The percentage of women was 13% at the first management level below the Management Board and 16% at the second management level below the Management Board. The need to set targets for the percentage of women at levels of management within WashTec AG does not arise, because WashTec AG as the Group parent has no such levels due to the very small number of employees. The Management Board of WashTec AG has set itself the goal of further promoting the percentage of women in leadership positions within the WashTec Group and has decided to set a voluntary female quota for one management level across the entire Group. The target is 18% (equivalent to 32 people); the date for achievement of the target is June 30, 2027.
Whistle-blower system
Misconduct and violations of applicable legal requirements, internal regulations and the Code of Ethics are not tolerated at WashTec. In order to report possible violations of the law or internal regulations, an electronic whistleblower system is available to everyone at this link.
Tender of audit services
Tender for the audit of the WashTec Group
WashTec AG, with its registered office in Augsburg, announces the tender for the audit of the annual and consolidated financial statements of WashTec AG and the combined management report as well as the annual financial statements of subsidiaries included in the consolidated financial statements for fiscal year 2024. This also includes the review of interim financial reports for fiscal year 2024, if applicable.
Auditors (m/f/d) and auditing firms can express their interest in the tender until May 17, 2023 (24:00 Central European Summer Time – CEST) at ausschreibung@washtec.com
After expiry of this deadline and signing of a declaration of independence and confidentiality, the tender documents will be sent to the interested auditors (m/f/d) and audit firms.
Augsburg, May 2023
WashTec AG
