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Declaration on Corporate Governance December 2018

Declaration on corporate governance as per § 289f (2) of the German Commercial Code (HGB)

Our guiding principle is “You are the customer”. A clear customer focus has taken us to the top. We recognise ourselves in our customers. Our employees are committed to this philosophy. We focus on consumer interests and not on maximum profit. We continuously strive to be better and offer lower prices than the competition.

For this reason, corporate governance at Fielmann stands for responsible corporate management and control geared to long-term value creation. Transparent leadership strengthens the trust of customers, employees and investors in the work of the company and its committees. In this context, efficient cooperation between the Management Board and the Supervisory Board, respect for shareholder interests and openness in corporate communications are the principles that guide our actions.

The Management Board and Supervisory Board have pledged to ensure the continued viability of the company and sustainable value creation through responsible corporate governance over the long term.

The cooperation between the Management Board and the Supervisory Board is governed by mutual respect and appreciation. A constant exchange of opinions forms the basis for this successful and trusting cooperation. With regard to the topics and contents, we refer to the Supervisory Board report in the Annual Report 2017. The notes also contain details on the composition of the Supervisory Board’s committees.

When appointing Management Board members, Fielmann Aktiengesellschaft always makes its decisions based on the best qualifications and suitability for the benefit of the company. We are well positioned with our current Management Board members. For this reason, we set the target figure in the financial year 2017 for the share of women on the Management Board for the target attainment date – up to 30 June 2022 – at zero percent. If a position on the Management Board has to be filled at any point in the future, Fielmann plans to increase the share of women but will not make this point the single most important criterion in the selection.

Fielmann is a modern company. Women account for more than 70% of our workforce in Germany. The proportion of women in the top two management levels below the Management Board now stands at 21%, while this figure rises to over 30% for the top three levels.

We also aim to achieve these percentages in future at Fielmann. We aim to keep our competent and committed female managers over the long term and, where possible, develop and recruit even more high-performing and convincing female managers. We shall always do so in consideration of their abilities and in compliance with applicable legal stipulations. For this reason, we set the target figure in the financial year 2017 for the share of women in the top two management levels below the Management Board for the target attainment date – up to 30 June 2022 – at no less than 21%. The principles of customer orientation secure the long-term success of the company. Customer orientation is also reflected in the company’s organisation. This applies to the Compliance Management System too.

Fielmann respects the law, both locally and internationally. We also expect the same of our employees and our business partners. Mistakes made by individuals can cause enormous economic damage. The loss of trust that accompanies legal infringements is even more serious. Our company and our success are characterized by the mutual trust and shared responsibility of all our employees, by the protection of nature and natural resources, and by our behaviour in business life.

The Fielmann Group’s Compliance Management System is based on many different measures which are integrated with each other. The task of the Management Board members is to organise and monitor the business activities for which they are responsible in such a way that these activities comply with the legal stipulations and do not become subject to fines or penalties. The development of the Compliance Management System and its active further rollout is coordinated by the Management Board member responsible for compliance with the active support of the other Management Board members.

Due to the large number of statutory regulations applicable to our business, the Management Board has identified the main risk areas in which behaviour guidelines are essential. ln these risk areas, we have established binding guidelines for all employees of Fielmann Aktiengesellschaft and its subsidiaries which must be complied with in addition to the statutory provisions. These guidelines provide concrete orientation for the employees in their work and ensure that what they do remains lawful and proper. We will continuously update and amend these guidelines. If the Management Board identifies new risk areas, we will adopt new guidelines and make them available to our employees.

The Compliance Management System is regularly checked by an independent external consultant. The consultant chooses the main topics independently by way of a risk assessment. A report is then provided to the Management and Supervisory Boards.

Fielmann assumes responsibility for its products, its employees, its customers and for the society we live in. Investing in society means investing in the future. Fielmann plants a tree for every employee every year and has so far planted more than 1.5 million trees. We also finance long-term monitoring programs in organic farming, environmental protection, and medicine. Fielmann is committed to the preservation of historical monuments, and funds teaching and research.

Accordingly, the Management Board and Supervisory Board of Fielmann Aktiengesellschaft declare in line with § 161 of the Stock Corporation Act:

 

Declaration of compliance with the German Corporate Governance Code


In the previous financial year, Fielmann Aktiengesellschaft complied with the recommendation from the German Corporate Governance Code Government Commission and shall continue to comply with it in future with the following exceptions:

There is no fundamental age limit for members of the Management and Supervisory Boards. We believe that competence and performance should not be determined by rigid age limits. The decision on the selection of suitable candidates for the Management and Supervisory Boards is made solely on merit and not based on gender or ethnic and other affiliations, and is therefore in compliance with the general principle of equality. The succession planning for members of the Supervisory Board shall be discussed on a case-by-case basis.

In the composition of the Supervisory Board, Fielmann Aktiengesellschaft gave full consideration to the criterion of diversity with regard to legal regulations as well as corporate governance requirements. The Supervisory Board is composed of six women and ten men. Many members of the Supervisory Board have extensive experience in international business, not least due to their professional activities.

There are no further stipulations for the composition of the Supervisory Board, in particular with regard to a formal listing of a skills profile or a fixed term of office for Supervisory Board membership. Fielmann is a family business. With the support of the Nomination Committee, the Supervisory Board will therefore only propose the most suitable candidates to the Annual General Meeting for election, so that the Board in its entirety covers all the specialist areas important to the company, such as retail, industry expertise, fashion, production, logistics, HR, finances and the capital market – both today and in the future. All members of the Supervisory Board offer their support to the Management Board as competent contact partners and idea generators thanks to their extensive professional and business experience.

The Supervisory Board classifies all the shareholder representatives as independent Supervisory Board members. The CVs will not be published in order to protect individual privacy.

(Code number 4.1.5, in conjunction with Code number 5.1.2, in conjunction with Code number 5.4.1) 

The success of the company is based on its motivated and dedicated employees, and a partnership of trust. As a family-run business, Fielmann Aktiengesellschaft is characterised by flat hierarchies. All employees are able to turn to the managers or indeed to the Management Board in full confidence. For this reason, no separate platform for reporting legal infringements needs to be established.

(Code number 4.1.3)

The Supervisory Board is not currently planning to set up an Audit Committee. Questions relating to the accounting, the risk management system and determining the key points of the audit shall remain the reserve of the overall governing body. In order to meet their responsibilities for these material tasks, the members of the Supervisory Board intend to directly participate in this too in the future. In addition to the annual balance sheet meeting of the Management and Supervisory Boards in the presence of the auditors, where the financial statements of the Group and the Aktiengesellschaft are discussed in detail, all members of the Supervisory Board have the opportunity before the meeting to obtain a detailed briefing on the content and results of the audit in a discussion forum, as well as to ask questions and make suggestions.

(Code number 5.3.2)

In order not to cause any delays during the Annual General Meeting, Fielmann Aktiengesellschaft shall forgo individual elections in future for Supervisory Board elections, provided urgent statutory provisions do not dictate another procedure or the matter is settled of its own accord.

(Code number 5.4.3)

In line with legal stipulations, the full amount of the Supervisory Board remuneration is reported in the Notes to the Consolidated Accounts and in Fielmann Aktiengesellschaft’s annual accounts.

(Code number 5.4.6)

As part of its reporting obligations, the Management Board regularly informs the members of the Supervisory Board about the current situation as well as about the company publications. In addition, the Management Board is at the disposal of the Supervisory Board members at all times for an open discussion about the economic situation. The audited consolidated accounts, the annual accounts of Fielmann Aktiengesellschaft, the interim statements and the interim report will be published within the deadlines set by the stock exchange.

(Code number 7.1.2)

Hamburg, December 2018
 

 

For the Management Board
Signed
Günther Fielmann 
Chairmen of the Management Board

For the Supervisory Board
Signed
Prof. Dr. Mark K. Binz 
Chairman of the Supervisory Board


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