Declaration on Corporate Governance December 2021
corporate governance declaration, in accordance with Section 315d in conjunction with Section 289f 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 recognize 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 2020. The Notes to this declaration also contain details on the composition of the Supervisory Board’s committees as well as the name of the Chairman. The Supervisory Board regularly assesses itself with regard to the effective fulfilment of tasks by the Supervisory Board and its committees. This is done on the basis of a questionnaire drawn up by the Supervisory Board and a joint discussion in the plenary session.
The Supervisory Board is composed of six women (three of whom are shareholder representatives and three are employee representatives) and ten men (five of whom are shareholder representatives and five are employee representatives). The minimum share as per § 96 Para. 2 of the German Stock Corporation Act (AktG) of 30% was fulfilled in the reporting period. The Supervisory Board members contribute differing yet complementary forms of experience, not least due to the professional activities of several members who are also active in international business. Furthermore, the Supervisory Board benefits from its members’ mixed age structure.
According to the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is two – also in consideration of the shareholder structure. The shareholder representatives on the Supervisory Board regard all shareholder representatives as being independent of the company, the Management Board and the controlling shareholder. This also applies to Prof. Binz, Mr Oltersdorf and Mr Righi, despite their having been members of the Supervisory Board for over 12 years. The aforementioned time period is just one of several indicators in line with the recommendation in C.7 of the GCGC, which in its own right makes no claim to limit the otherwise existing independence of the stated Supervisory Board members as per the assessment of the shareholder representatives on the Supervisory Board, particularly as these have no personal or business relationship with the company or its Management Board that could constitute a material and not only temporary conflict of interest. We view the continuity in the composition of the Supervisory Board as an advantage when it comes to classifying and evaluating specific company interests in context. The composition of the Supervisory Board therefore supports the company’s long-term strategy.
When appointing Management Board members, the Supervisory Board always makes its decisions based on the best qualifications and suitability for the benefit of the company. The strategy set by the Supervisory Board for the composition of the Management Board has set the target figure of no less than one woman by 31 December 2021 in line with § 111 Para. 5 of the AktG. Katja Groß was appointed to the Management Board of Fielmann Aktiengesellschaft with effect of 1 March 2021. The target share was thus fulfilled in the reporting period. The stipulations of the new § 76 Para. 3a of the AktG were also fulfilled, according to which the company must appoint at least one woman and one man as a member of the Management Board. The Management Board and Supervisory Board do not consider a further-reaching diversity concept to be necessary.
The remuneration system for the members of the Management Board and Supervisory Board was approved by the 2021 Annual General Meeting, and a resolution confirming the remuneration of the Supervisory Board members was also passed. The valid remuneration system for the Management Board members as per § 87a Para. 1 and 2 (1) of the AktG and the final resolution on the Supervisory Board members’ remuneration as per § 113 Para. 3 of the AktG are publicly available via the website https://fielmann-group.com, as is the remuneration report about the last financial year after its approval by the Annual General Meeting with the auditor’s report as per § 162 of the AktG.
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. As per § 76 Para. 4 of the AktG, the stipulated target figure for the share of women in the top two management levels below the Management Board of 21%, which is to be achieved by 30 June 2022, has been reached in the reporting period. We also aim to achieve these percentages in future. 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.
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 rule of 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 applicable laws. 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 AktG:
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:
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. The possibility is also open to third parties to turn in confidence to the Management Board or the Chairman of the Supervisory Board. Irrespective of this, the Management Board does not wish to pre-empt the implementation of the EU Whistleblower Directive (Directive (EU) 2019/1937) in German law because only then will the precise legal requirements of a whistleblower protection system be determined. For this reason, no separate platform for reporting legal infringements needs to be established for the time being.
When appointing Management Board members, Fielmann Aktiengesellschaft always makes its decisions based on the best qualifications and suitability for the benefit of the company. If a position on the Management Board has to be filled at any point in the future, Fielmann will plan to increase the share of women but will not make this point the single most important criterion in the selection.
The succession planning for members of the Supervisory Board shall be done on a case-by-case basis.
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 Supervisory Board of Fielmann Aktiengesellschaft is composed of six women and ten men of different ages who bring different yet complementary forms of experience to the Supervisory Board. No further targets are named 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.
All members of the Supervisory Board have sufficient capacities for fulfilling their mandated obligations. The appropriateness of the number of accepted mandates is evaluated on a case-by-case basis and not through a fixed upper limit. The individual workload does not necessarily increase in proportion to the number of accepted mandates.
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.
The publication of the Supervisory Board’s rules of procedure on the website is, in the opinion of the Management and Supervisory Boards, not necessary, as these rules pertain to the internal affairs of the Supervisory Board and their publication would not offer significant added value to the shareholders or investors.
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.
Pursuant to the legal requirements of the Stock Corporation Act, the remuneration system in its entirety must set a long-term incentive and be geared towards the company’s sustainable and long-term development. Fielmann Aktiengesellschaft’s remuneration system corresponds to these requirements. From the perspective of the Supervisory Board, it does not matter greatly if the long-term remuneration components exceed the short-term remuneration components.
The Supervisory Board takes the view that a share-based remuneration may set a false incentive. For this reason, Fielmann’s remuneration system makes no provision for a share-based remuneration.
Hamburg, December 2021
For the Management Board
Marc Fielmann Chairman of the Management Board
For the Supervisory Board
Prof. Dr. Mark K. Binz
Chairman of the Supervisory Board