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WashTec Cleaning Technology GmbH

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86153 Augsburg

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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 Report

Management Information

 

Management Board

More information about the Management Board

 

Management Board remuneration

Remuneration and the remuneration system for the Management Board of WashTec AG are determined and regularly reviewed by the Supervisory Board. In conformity with the Code, the remuneration system as a whole is structured in such a way as to take account of the responsibilities and personal performance of each Management Board member, the performance of the Management Board as a whole, the economic situation, the performance and outlook of the Company, and customary levels of compensation taking into account peer companies and the compensation structure in place in other areas of the Company. The Supervisory Board also considers the relationship of Management Board remuneration to that of senior management and of the workforce as a whole, including with regard to its development over time.

The remuneration of the members of the Management Board complies with the statutory requirements of the German Stock Corporation Act and with the recommendations and suggestions contained in the Code. The remuneration system was last discussed in depth by the Supervisory Board at its meeting of December 20, 2017 and adopted by resolution, including the major elements of remuneration (Section 4.2.2 para. 1 of the Code). The overall remuneration of members of the Management Board is made up of monetary and non-monetary as well as fixed and variable components and is linked overall to sustained growth of the Company. All remuneration components are structured in such a way that they are reasonable, both individually and in the aggregate, and do not encourage the taking of unreasonable risks.

Fixed remuneration

The fixed remuneration also includes benefits in kind, notably comprising the provision of company cars and insurance coverage. The fixed remuneration components ensure that the Management Board members receive basic compensation permitting them to exercise their office in the best interests of the Company and with the due diligence of a prudent businessperson, without exclusive dependence on solely short-term performance targets.

Short-term variable remuneration: performance-related components

The existing Management Board contracts provide for Management Board remuneration that fully accords with the recommendations of the Code. The variable remuneration components include short-term components linked to the achievement of various targets to be set by the Supervisory Board. These are intended to create incentives for the Management Board to further the commercial success of WashTec AG. The short-term variable annual remuneration tracks strategic and/or operational and financial targets set each year by the Supervisory Board.

Components providing long-term incentives

All existing Management Board contracts provide for long-term Management Board remuneration that fully accords with the recommendations of the Code. The long-term variable remuneration is based on separate strategic, financial and operating targets based on a multi-year assessment and set by the Supervisory Board. The remuneration is divided into two components that are based on identical objectives and chronological parameters. The long-term component, which in each instance is equal in amount to the short-term variable remuneration, can be doubled if the member of the Management Board concerned invests the corresponding amount in shares in the Company. The incentivization phase runs from January 1, 2015 to December 31, 2017. Payments due at the end of the incentivization phase are contingent upon attainment of the agreed targets and the share price at the time.

The setting of challenging targets ensures that Management

Board members are granted a variable remuneration component that takes into account both positive and negative developments (Section 4.2.3, para. 2 of the Code). The targets under the Long-Term Incentive Plans (LTIP) are set in relation to ROCE and total shareholder return.

Amount of Management Board compensation (HGB)

The members of the Management Board active in each reporting year were remunerated as follows: Total remuneration granted in fiscal year 2017 to the Management Board (DRS 17) amounted to €1,649k (prior year: €1,559k). €1,069k (prior year: €1,064k) of this total consisted of non-performance-related components and €580k (prior year: €494k) of performance-related components. Total remuneration in fiscal year 2017 (HGB):

in €k 2017 2016
Fixed remuneration 1,015 1,011
Incidental benefits 54 54
Total (fixed) 1,069 1,064
Single-year variable remuneration 550 494
Bonus (once-only) 30 0
Total (variable) 580 494
Total remuneration 1,649 1,559


Tabular presentation in the remuneration report of the remuneration of individual Management Board members (Section 4.2.5 paras. 3 and 4 of the Code)

By resolution of the Annual General Meeting of May 11, 2016, the Company refrains from presenting Management Board remuneration on an individual basis in accordance with the Sections 286 (5) and 314 (2) sentence 2 HGB (pre-amendment). The Management Board has been provided with an exemption from the disclosures pursuant to Section 314 (1) no. 6a sentences 5 to 8 HGB for the fiscal year commencing January 1, 2016 and for all subsequent fiscal years up to and including at the latest the fiscal year ending December 31, 2020. Further details on remuneration are provided in the notes to the consolidated financial statements of this year’s annual report.

Benefits following termination of employment

The current Management Board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractual non-compete covenant after the employment or service relationship ends.

The current Management Board contracts contain a provision, pursuant to which if service on the Management Board is terminated early other than for cause justifying termination of the Management Board contract, then severance payments are agreed but are to be limited to a maximum of two years’ compensation including reimbursables (severance cap).

Other information

The members of the Management Board do not receive any loans or other indemnities from the Company.

Management Board shareholdings developed as follows:

Shares held by members of the management board (units) 2017 2016
Dr. Volker Zimmermann 15,000 15,000
Karoline Kalb 3,300 3,300
Stephan Weber 3,000 3,000
Rainer Springs (until February 28, 2018) 4,000 4,000

Supervisory Board

Supervisory Board remuneration

The remuneration of the Supervisory Board is specified in Section 8.16 of the Articles of Association of WashTec AG. It comprises fixed and variable remuneration components. The basic fixed remuneration for an ordinary member of the Supervisory Board is €35,000 for each full fiscal year of membership of the Supervisory Board. The Deputy Chairman receives fixed remuneration of €70,000 for each full fiscal year, and the Chairman receives €100,000 for each full fiscal year of his membership of the Supervisory Board. In addition, each Supervisory Board member receives an attendance fee of €1,500 for each meeting of the Supervisory Board and its committees that they attend. The Chairman of the Supervisory Board receives double the attendance fee. Every Supervisory Board member also receives €500 for each cent by which consolidated earnings per share (IFRS-basis) exceeds the equivalent amount for the prior fiscal year.

Each member of a committee (with the exception of the Audit Committee) receives additional fixed remuneration of €2,500. The chairperson of a committee (with the exception of the Audit Committee) receives additional fixed remuneration of €5,000. Each member of the Audit Committee receives an additional fixed remuneration of €5,000, and the Chairman receives remuneration of €10,000.

The fixed and performance-based total remuneration in accordance with the Articles of Association together with attendance fees are limited a maximum of €75,000 for each regular Supervisory Board member and €100,000 for the Chairman of the Audit Committee. The total remuneration is limited to a maximum of €150,000 for the Deputy Chairman of the Supervisory Board and of €200,000 for the Chairman of the Supervisory Board.

Any Supervisory Board members who have served on the Supervisory Board for only part of a fiscal year receive proportionately reduced fixed and performance-based remuneration.

The Company did not pay any remuneration or grant any benefits to members of the Supervisory Board in fiscal year 2017 for services provided individually (Section 5.4.6 of the Code).

Pursuant to Section 8.16 of the Articles of Association, the Annual General Meeting also approved a Long Term Incentive Program (LTIP) for the Supervisory Board, stipulating a personal investment in WashTec shares on or before June 30, 2015 as a condition for participation (Chairman: 25,000 shares maximum; all others: 5,000 shares maximum). The stipulated performance targets are an EBIT target, a ROCE target and an EPS target. The reference base for the targets comprised the key performance indicators for fiscal year 2014. Depending on whether one, several or all of the targets are fulfilled, a different multiplier applies for the ­bonus payment, which is the sum total of the reference price, number of shares and multiplier. The bonus payment is payable in fiscal year 2019. Entitlement to the bonus payment is conditional on the Supervisory Board member still being on the Supervisory Board and still holding shares in the Company. Supervisory Board members Dr. Blaschke, Mr. Bellgardt, Dr. Hein and Dr. Liebler participate in the LTIP with the maximum number of shares.

Supervisory Board shareholdings developed as follows:

Shares held by members of the supervisory board (units) 2017 2016
Dr. Günter Blaschke 50,000 50,000
Ulrich Bellgardt 27.500 27.500
Jens Große-Allermann* 0 0
Dr. Sören Hein 5,000 5,000
Roland Lacher (until May 3, 2017) 5,000 5,000
Dr. Hans Liebler 5,000 5,000
Dr. Alexander Selent (until May 3, 2017) 0 0

1 Mr. Große-Allermann sits on the management board of the investment company, Investmentaktiengesellschaft für langfristige Investoren TGV, which – according to the notification dated July 31, 2009 – holds 758,358 voting shares (5.43%) of WashTec AG.



Cash-settled share-based compensation

The contracts of the Management Board and of the Supervisory Board members Dr. Blaschke, Mr. Bellgardt, Dr. Hein and Dr. Liebler provide for share-based compensation. These are 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.

Obligations under share option programs were measured at fair value as for cash-settled share-based compensation in accordance with IFRS 2. The sharebased compensation for the Management Board expires as of December 31, 2017. It is paid out after the Supervisory Board adopting the financial statements in March 2018. The material assumptions used in measuring the fair value of the long-term share-based compensation for the Supervisory Board are based on an expected volatility of 29.16% and a risk-neutral interest rate of – 0.51% with a remaining duration of one year. If the share price exceeds €27, this price is taken as the reference share price for calculation purposes. The obligation is recognized as a current or non-current liability at the fair value thus determined and taking into account the remaining duration of the program, and changes in fair value are recognized as part of personnel expenses in profit or loss. The obligation is as follows:

In €k 2017 2016
Obligation arising from LTIP 3,372 2,267
Total 3,372 2,267


The personnel expenses recognized under the Long Term Incentive program (LTIP) are as follows:

In €k 2017 2016
LTIP expenses 1,105 1,163
Total 1,105 1,163

The Company refrains from publishing information about the remuneration of individual Management Board members. By resolution of the Annual General Meeting of May 11, 2016, the Management Board has been provided with an exemption from the disclosures pursuant to Section 314 (1) no. 6a sentences 5 to 8 HGB for the duration of five years.


Amount of Supervisory Board compensation

2017
in €k, rounding differences may occur
Fixed Variable Attendance fees Total Caps1 Amount paid out Multi-year variable compensation (long-term components)2
Dr. Günter Blaschke 1000 23.5 68.0 191.5 200.0 191.5 -
Ulrich Bellgardt  70.0 23.5 49.0 142.5 150.0 142.5 -
Jens Große-Allermann  35.5 23.5 23.5 82.0 75.0 75.0 -
Dr. Sören Hein 35.0 23.5 29.0 87.5 75.0 75.0 -
Roland Lacher3 12.0 8.0 7.0 27.0 25.0 25.0 -
Dr. Hans Liebler 35.0 23.5 32.0 90.5 83.0 83.0 -
Dr. Alexander Selent4 23.0 16.0 26.0 65.0 67.0 65.0 -
Gesamt 310.0 141.0 234.5 686.0 675.0 658.0 -

1 Payments limited by cap (according to membership/function)
2 Fair value of the LTIP at the time of granting
3 until May 3, 2017
4 until May 3, 2017

2016
in €k, rounding differences may occur
Fixed Variable Attendance fees/th> Total Caps1 Amount paid out Multi-year variable compensation (long-term components)2
Dr. Günter Blaschke 100.0 57.0 64.0 221.0 200.0 200.0 -
Ulrich Bellgardt  70.0 28.5 41.5 140.0 150.0 140.0 -
Jens Große-Allermann  35.5 28.5 25.0 88.5 75.0 75.0 -
Dr. Sören Hein 35.0 28.5 24.5 88.0 75.0 75.0 -
Roland Lacher3 35.0 28.5 14.5 78.0 75.0 75.0 -
Dr. Hans Liebler 35.0 28.5 33.5 97.0 100.0 97.0 -
Total 310.0 199.5 203.0 712.5 675.0 662.0 -

1 Payments limited by cap (according to membership/function)
2 Fair value of the LTIP at the time of granting


Former members of the Management Board

There are pension obligations to a former Management Board member and to surviving dependants of a former Management Board member in the amount of €258k (prior year: €266k), which are covered by a relief fund.

Constitution

Female Quota

Female Quota

Under the May 2015 law on the equal participation of women and men in leadership positions in the private and public sector, certain companies in Germany are now required to set targets for the share of women on the supervisory board, executive board and on the two management levels below and to specify a deadline for meeting these targets.

On September 17, 2015 the supervisory board set a target of 25 % women on the executive board. This maintains the current status. Also on September 17, 2015 the supervisory board set a target of minimum 0 % women on the supervisory board. This enables a high flexibility for an occupation by qualification.

The executive board set a target for the two management levels below. Due to the line of business, the size of the company, the composition of the workforce and the international business operations of WashTec, the first management level below the executive board should have a share of women of 5,26% and the second management level below the executive board should have a share of women of 9,52%. This enables a high flexibility for an occupation by qualification.

Whistle-blower system

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