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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.

Sustainable Management

Sustainable Development

As the worldwide leading supplier of products along the car wash value chain, WashTec meets the highest standards not only in matters involving product and service quality, but also in matters of environmental protection.

WashTec is committed to the principle of environmental sustainability, and therefore always manages its business affairs in a manner that uses resources and materials as efficiently as possible. Our environmentally friendly products allow us to help preserve the globally scarce sources of energy and raw materials.

Our goal is to offer our customers at all times the best possible products and processes as well as the best possible service for operating a successful car wash business. In order to review the extent to which we can satisfy this goal, we constantly carry out customer satisfaction surveys in which we review the level of satisfaction with our products and our customer service.

Due to the Company’s sustainable business model, WashTec shares are included as components in investment funds that focus on sustainable investment. In 2007, WashTec received the »SRI Pass-Status« as a sustainable investment (Sustainable & Responsible Investment).

Declaration of Conformity

Code of Ethics

Remuneration of Board of Management and Supervisory Board

Remuneration of Board of Management

 

The members of the Board of Management can be found here.

 

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.

The members of the Executive Board are each remunerated in accordance with the remuneration system applicable to them. Detailed information can be found on pages 95 and 96 of the 2020 Annual Report.

Total remuneration granted to the members of the Management Board active in each reporting year (HGB):

in €k 2020 2019
Fixed remuneration 830 1,075
Incidental benefits 43 175
Total (fixed) 873 1,250
Single-year variable remuneration 479 79*
Bonus 300 35
Total (variable) 779 144
Total remuneration 1,652 1,365

* 2019 figure includes offsetting effects from prior year due to changes in the Management Board.


Management Board shareholdings developed as follows:

(units) 2020 2019
Dr. Ralf Koeppe 1,800 600
Dr. Kerstin Reden (until 1 August, 2020) 0 -
Stephan Weber 3,740 3,740
Axel Jaeger (until 31 May, 2020) - 4,900


Renumeration of the Supervisory Board

 

The members of the Supervisory Board can be found here.

 

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.

Detailed information on the remuneration of the Supervisory Board can be found on pages 95 and 96 of the 2020 Annual Report.


Supervisory Board remuneration 2020

Rounding differences possible, €k Fix Variable Attendance fees Total Cap1 Payout amount Multi-year variable
remuneration
(long-term component)2
Dr. Günter Blaschke 100.0 0 81.5 181.5 200.0 181.5 -
Ulrich Bellgardt 70.0 0 49.0 119.0 150.0 119.0 -
Jens Große-Allermann 35.0 0 34.0 69.0 75.0 69.0 -
Dr. Sören Hein 35.0 0 32.0 67.0 75.0 67.0 -
Dr. Hans-Friedrich Liebler 35.0 0 31.5 66.5 75.0 66.5 -
Dr. Alexander Selent 35.0 0 53.0 88.0 100.0 88.0 -
Total 310.0 0 281.0 591.0 675.0 591.0 -

1 Payout limited by cap (according to term of service/position)
2 Fair value of LTIP at grant date

 

Supervisory Board remuneration 2019

Rounding differences possible, €k Fix Variable Attendance fees Total Cap2 Payout amount3 Multi-year variable
remuneration
(long-term component)4
Dr. Günter Blaschke1 53.4 0 47.2 100.6 106.8 910.6 93.4
Ulrich Bellgardt 70.0 0 47.5 117.5 150.0 279.5 46.7
Jens Große-Allermann 35.0 0 25.0 60.0 75.0 60.0 -
Dr. Sören Hein 35.0 0 26.0 61.0 75.0 223.0 46.7
Dr. Hans-Friedrich Liebler 35.0 0 22.5 57.5 75.0 219.5 46.7
Dr. Alexander Selent 35.0 0 39.5 74.5 100.0 74.5 35.0
Total 263.4 0 207.7 471.1 581.8 1,767.1 268.4

1 Pro rata to July 14, 2019
2 Payout of remuneration in accordance with the Articels of Association limited by cap (according to term of service/position)
3 Including LTIP 2015 payout
4 Fair value of LTIP at grant


Cash-settled share-based payment

There are contracts in place with the members of the Management Board that provide for cash-settled share-based compensation. A cash-settled share-based compensation plan for the Supervisory Board was established by resolution of the 2018 Annual General Meeting and is made use of by Supervisory Board members Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Dr. Liebler and Dr. Selent. This is intended to give members of the Management Board and Supervisory Board additional incentives to secure the business success of the Company in the medium and long term and to seek to deliver sustained growth in shareholder value.

The Management Board cash-settled share-based compensation has a term from January 1, 2018 to December 31, 2020. The Supervisory Board cash-settled share-based compensation has a term from January 1, 2019 to December 31, 2021. The amount paid out depends in each case on percentage target attainment of certain value creation targets over the term and on personal investment in Company shares. As the agreed value creation targets can no longer be achieved due to the COVID-19 pandemic, the provision and the liability recognized for this purpose in other provisions and other liabilities respectively were reversed to profit or loss.

In the prior year, these obligations were measured at fair value as required for cash-settled share-based compensation in accordance with IFRS 2. The obligations were recognized in other liabilities as a current or non-current liability and in other provisions as a current or non-current provision at the fair value thus determined and taking into account the remaining duration of the program, and changes in fair value were recognized in profit or loss. The fair values were as follows:

in €k 2020 2019
LTIP obligations 0 1,116
Total 0 1,116

The total expenses recognized for the Long Term Incentive program (LTIP) are as follows:

in €k 2020 2019
LTIP expenses 0 252
Total 0 252

Constitution

Rules of Procedure Supervisory Board

Female Quota

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.

Whistle-blower system

"Something not quite right?"

Use the whistle-blower system.

We want to enhance and improve how we protect our employees, company and business partners against unauthorised acts.

Here you get to the whistle-blower system.


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