The actions of VTG are oriented toward long-term success. Accordingly, VTG places great value on responsible and transparent management of the company. Corporate governance is the very foundation on which shareholders, employees and business partners can work together in complete trust. VTG largely complies with the recommendations of the German Corporate Governance Code.
Corporate Governance Statement 2018
According to §§ 289f, 315d of the German Commercial Code the listed German stock corporations are obliged to either include a Corporate Governance Statement in the annual management report or to make the statement permanently accessible on the company website. The Corporate Governance Statement must, in case of VTG Aktiengesellschaft, contain (1) the Declaration of Conformity with the German Corporate Governance Code in accordance with § 161 of the German Stock Corporation Act, (2) relevant information on practices within the company, (3) a description of the procedures of the Executive Board and the Supervisory Board as well as the composition and the procedures of their committees, (4) information about the targets set by the Executive Board and the Supervisory Board in accordance with § 76 (4) and § 111 (5) of the German Stock Corporation Act and the status of their implementation, and (5) a description of the diversity concept, the modalities of its implementation and the achieved results within the financial year or, respectively, an explanation as to why no diversity concept was pursued. You will find the five aforementioned parts of the Corporate Governance Statement below:
Hamburg, February 2018
Declaration of Conformity in accordance with § 161 of the German Stock Corporation Act (AktG)
The current and all previous declarations of conformity with the German Corporate Governance Code are permanently accessible on its website www.vtg.de (These announcements can be found under Investor Relations – Corporate Governance – Declaration of Conformity).
Wording of the current Declaration of Conformity
In accordance with § 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of VTG AG state:
Declaration of Conformity 2018
On February 15, 2018, the Executive and Supervisory Boards of VTG AG issued a declaration of conformity in accordance with § 161 of the German Stock Corporation Act. VTG has complied to a large extent with the recommendations of the Commission of the German Corporate Governance Code in the version of May 5, 2015 (2015 Code), which formed the basis of the issue of the last declaration of conformity on February 14, 2017, which was amended on June 8, 2017, and will in the future comply to a large extent with the recommendations in the version of the Code of February 7, 2017 (2017 Code), published in the Federal Gazette on April 24, 2017. The following recommendations have not been or are not being implemented:
1. Section 3.8 paragraph 3 of the Code
The directors’ and officers’ liability insurance taken out by the company for the members of the Supervisory Board does not provide for any deductible for the members of the Supervisory Board since such deductible in the view of the company is not necessary to increase the feeling of responsibility and motivation of the members of the Supervisory Board in the performance of their duties.
2. Section 4.2.2 paragraph 2 sentence 3 of the Code
The recommendations regarding the vertical remuneration comparison contained in section 4.2.2 paragraph 2 sentence 3 of the Code were neither implemented nor is it intended to implement them. The Supervisory Board, in accordance with § 87 (1) sentence 1 of the German Stock Corporation Act, already by law must ensure that the total remuneration of each member of the Executive Board is in proportion to the duties and performance of the Executive Board member and the situation of the company and does not exceed the normal level of remuneration unless there are special reasons. In doing so, the Supervisory Board also takes into account the remuneration of the subordinate levels of management. The determinations required by the Code for the vertical remuneration comparison involve substantial problems of distinction. Against this background, the currently existing flexible concept of the Supervisory Board without such determinations, which takes into account the specific situation of the individual case, is considered preferable.
3. Section 4.2.3 paragraph 2 sentence 3 of the 2017 Code
All contracts with Executive Board members of VTG provide for a system of variable remuneration that comprises both short- and long-term elements having a multiple-year assessment basis. The 2017 Code sets down the additional requirement that the multi-year assessment basis shall have “essentially forward-looking characteristics”. The long-term elements of the variable remuneration components at VTG are formally based on a comparison with a benchmark, which is calculated from the last three financial years. Nevertheless, the company assumes that the remuneration structure is focussed on the sustainable growth of the company.
4. Section 4.2.3 paragraph 2 sentence 6 of the Code
The contracts of the Executive Board members currently in office contain a fixed maximum amount only with regard to the fixed and variable components of the remuneration, but not with regard to the “total remuneration” (including a potential discretionary bonus). In the view of the Supervisory Board, the capping of Executive Board remuneration intended by the Code is already sufficiently ensured by the existing arrangements. Like in the past, the Supervisory Board will continue to use its best judgment when considering a potential discretionary bonus. For this reason it is not intended to implement this part of the recommendation of the Code regarding new contracts to be entered into with Executive Board members.
5. Section 4.2.3 paragraph 3 of the Code
The Supervisory Board does not consider it essential for an appropriate pension scheme to define the intended level of pension benefits and therefore reserves the right to make pension commitments without such definition. Due to specified plans and assumptions, the Supervisory Board nevertheless is in a position to gain a sufficiently accurate picture of the annual and long-term expenditure for the company.
6. Section 4.2.3 paragraph 4 of the Code
Some of the existing executive board contracts do not include a “severance payment cap”. In future too, the Supervisory Board cannot rule out concluding Executive Board contracts with provisions that in this respect do not comply with the Code. The Supervisory Board is of the opinion that, in the interest of finding the optimal candidates for membership of the Executive Board, the existing freedom in the formulation of such contracts should not be restricted in advance in terms of individual elements thereof.
7. Section 4.2.4 of the Code
As a result of a resolution to this effect of the Annual General Meeting of June 5, 2014, the company has not published individual reports on the remuneration of the members of the Executive Board. In accordance with this decision the compensation of the Executive Board will not be individually disclosed also in the annual financial statements and in the consolidated financial statements of the company for the financial years through and including 2018.
8. Section 4.2.5 paragraph 3 of the Code
Since in accordance with the decision of the Annual General Meeting of June 5, 2014 the compensation of the Executive Board will not be individually disclosed, the remuneration report does not contain an individualized description in accordance with the requirements of section 4.2.5 paragraph 3 of the Code and the model tables provided in the appendix of the Code are not applied.
9. Section 5.3.3 of the Code
In view of the small size of the Supervisory Board, the company has refrained from setting up its own nomination committee. The tasks of the nomination committee as provided for in the Code have been assigned to the Executive Committee, which, as with the Supervisory Board, comprises only representatives of the shareholders.
10. Section 5.4.1 paragraph 2 of the Code
The objectives that the Supervisory Board specified for its composition do not provide for any age limit or for any regular limit of length of membership and do not include concrete objectives regarding diversity. The Supervisory Board is of the opinion that age or length of membership are no suitable criteria for selecting qualified female or male candidates. Regarding its composition the Supervisory Board attaches importance to diversity and is open for the objectives insofar pursued by the Code. In the opinion of the Supervisory Board concrete objectives are however problematic; a practicable and adequately flexible selection of its members will thus be complicated.
11. Section 7.1.2 sentence 3 of the 2017 Code (= Section 7.1.2 sentence 4 of the 2015 Code)
The company meets its publication obligations within the deadlines set out in the law and informs its shareholders in advance, at the beginning of the year, about the dates for the publication of all financial reports to be published in the course of the business year. A further shortening of the deadlines in accordance with Section 7.1.2 sentence 3 of the 2017 Code (= Section 7.1.2 sentence 4 of the 2015 Code) is not considered reasonable by the Executive and Supervisory Boards in view of additional organizational requirements and associated expenditure.
Declaration of Conformity 2018 Download PDF
Declaration of Conformity 2017 Download PDF
Declaration of Conformity 2016 Download PDF
Declaration of Conformity 2015 Download PDF
Declaration of Conformity 2014 Download PDF
Declaration of Conformity 2013 Download PDF
Declaration of Conformity 2012 Download PDF
Declaration of Conformity 2011 Download PDF
Declaration of Conformity 2010 Download PDF
Declaration of Conformity 2009 Download PDF
Declaration of Conformity 2008 Download PDF
Information on corporate governance practices: Compliance/Principles of the Compliance Management System
Within the scope of their operations, the companies in the VTG Group come into contact with a large number of legal systems and rules. VTG views compliance with the laws in force as essential in underpinning the actions of the governing bodies, managers and employees of all companies in the Group. To ensure a consistent, optimal approach, a code of conduct has been drawn up for the entire Group which is intended to serve as a guide in dealing with ethical and legal challenges in everyday operations and also to provide orientation where situations of conflict arise. The Code of Conduct can be viewed on the websiteand is available in German, English, French and Russian to the employees of the VTG Group in the intranet for download.
The compliance management system that is in place helps to ensure that the values set out in the code of conduct are firmly integrated into the entire Group at all levels and comprises all measures that ensure compliance with applicable legal provisions and internal regulations by the governing bodies and employees of the companies of the VTG Group. The Compliance Management System consists of the Chief Compliance Officer, the Divisional Compliance Officers and the Compliance Committee. In order to identify and monitor the compliance risks in the VTG Group, the Compliance Management conducts reviews at regular intervals (compliance reviews). When necessary, additional compliance reviews may also be conducted for segments of the VTG Group or for certain specialised fields. The Compliance Committee assesses the findings and, as needed, introduces necessary preventative measures to reduce identified compliance risks. In particular, issuing (Group-wide) regulations, face-to-face training courses, web-based e-learning programmes and individual organisational measures may be considered key compliance measures.
Possible violations against laws or internal regulations are to be reported immediately by any employee of the VTG Group. To facilitate this, the Compliance Management has introduced a whistle-blower system, via which information may also be reported confidentially if desired. No employee of the VTG Group must be sanctioned or otherwise disadvantaged on account of the fact that he or she has made such a report. In the interest of all employees and that of the company, any compliance difficulties or incidences of non-compliance are investigated thoroughly and appropriate measures taken to eliminate the cause.
The Executive Board of VTG regularly – at least once every three years – introduces appropriate measures to have the appropriateness, working order and effectiveness of the Compliance Management in the VTG Group reviewed by expertly qualified and independent third parties.
The Executive Board and Supervisory Board are kept regularly informed about and up to date on compliance matters in the Group.
Procedures of the Executive Board and Supervisory Board
The Executive Board and Supervisory Board work closely together in a relationship of trust in directing and overseeing the company. The Executive Board informs the Supervisory Board regularly, promptly and in detail about all important business issues, the situation of the Group including risk management, and compliance matters. Together with the Supervisory Board, the Executive Board discusses corporate planning, the development of corporate strategy and the implementation of required measures. For important business transactions, the rules of procedure for the Executive Board provide for the requirement of approval by the Supervisory Board.
The Executive Board currently comprises four members, from among whom one is appointed chair. The Executive Board has joint responsibility for directing the company. It is the individual responsibility of each member of the Executive Board to discharge the tasks assigned to him or her and approved by the Supervisory Board. The current duties allocated to members of the Executive Board are shown on the website www.vtg.de (under INVESTOR RELATIONS – COMPANY PROFILE – MANAGEMENT).
In accordance with the rules of procedure drawn up by the Supervisory Board, the Executive Board meets twice monthly where possible. Resolutions are passed with a simple majority; in the event of an equality of votes, the chair of the Executive Board has the casting vote.
The Supervisory Board comprises six members elected by the Annual General Meeting. The term of office of all members of the current Supervisory Board expires with the 2022 Annual General Meeting. The Supervisory Board holds a minimum of two ordinary meetings in each half of the calendar year and, as required, also holds extraordinary meetings. The Supervisory Board has drawn up rules of procedure to which it is subject.
The Supervisory Board has formed an Executive Committee and an Audit Committee. Each Committee comprises three members, including a respective chairman. The Committees meet several times a year as required. The Executive Committee, which also operates as the Nomination Committee, performs the preparatory work for the nomination of the members of the Executive Board, including the terms of contracts of employment and remuneration. The Committee elaborates proposals for (new) candidates for election to the Supervisory Board. Additionally, the Executive Committee reviews the efficiency of the activities of the Supervisory Board at regular intervals. The Audit Committee is, in particular, responsible for monitoring accounting, the financial reporting process, the effectiveness of the internal control system, the risk management system, the auditing of financial statements and compliance.
The Supervisory Board in its report to the Annual General Meeting informs about conflicts of interest of members of the Executive and Supervisory Boards that have occurred and how they were dealt with.
Targets for the share of women in the Supervisory Board, the Executive Board and the management levels below the Executive Board and status of the implementation
The Law on “Equal Participation of Men and Women in Private-Sector and Public-Sector Management Positions” of April 24, 2015 modified the German Stock Corporation Act and other laws.
For VTG in particular the following obligations arise from this law:
- Setting of targets by the Supervisory Board for the share of women in the Supervisory Board of VTG AG,
- Setting of targets by the Supervisory Board for the share of women in the Executive Board of VTG AG,
- Setting of targets by the Executive Board for the share of women in the upper two management levels of VTG AG.
Following close examination of the issue and taking into account the achievement since the targets were first established, the Supervisory Board by resolution of February 15, 2018 and the Executive Board by resolution of February, 15, 2018 have decided as follows:
- For the Supervisory Board the target for the share of women during the reference period (until June 30, 2022) is set at “0”.
- For the Executive Board the target for the share of women during the reference period (until June 30, 2022) is set at “0”.
- The target for the share of women in VTG AG during the reference period (until June 30, 2022) in the first level of management is set at 8% and for the second level of management at 30%.
Supervisory Board and Executive Board consider the above named targets fully complied with at present.
Statement on a Diversity Concept for the Executive Board and Supervisory Board
In the opinion of the Executive Board and Supervisory Board, concrete objectives with respect to the diversity of the members of the Executive Board and Supervisory Board in terms of quota systems are problematic. At the current size of the two Boards, a practicable and adequately flexible selection of their members will thus be complicated. Therefore, the company does not pursue any specific diversity concept (Sec. 289f (5) of the German Commercial Code (Handelsgesetzbuch)).
Report of the Supervisory Board 2016
In the last financial year, the Supervisory Board of VTG Aktiengesellschaft again fulfilled the responsibilities placed on it by the law, the Articles of Association and the Rules of Procedure. On the basis of detailed verbal and written reports provided to us promptly by the Executive Board, we regularly monitored its work and provided continuous support. Additionally, there was a regular exchange of information between the Chairman of the Supervisory Board and the Chairman of the Executive Board. Through this contact, the Chairman of the Supervisory Board was kept continuously informed about the situation of the company and the Group.
Regular subjects of reporting were the current situation of the Group, the development of the business in the individual segments, corporate planning and strategy, the profitability of the company, the risk situation, risk management and compliance management. The Executive Board informed us about and discussed with us important business transactions in the company’s divisions. Deviations in the course of business from the agreed plans and targets were explained to us in detail.
The Supervisory Board was also included in all decisions of importance for the company. The Executive Board consulted with us and gained our agreement on the strategic orientation of the company. Before passing resolutions, we discussed in depth all measures requiring the approval of the Supervisory Board under the Rules of Procedure for the Executive Board decided by the Supervisory Board.
Ongoing consultation with and supervision of the Executive Board
In the year under review, there were four ordinary meetings of the Supervisory Board. Additionally, as required, resolutions were adopted by written procedure or in conference calls. All members of the Supervisory Board attended more than half of the meetings. The issues addressed in all meetings included corporate strategy and the performance of the divisions.
In February 2016, the Supervisory Board adopted a resolution by written procedure. Subject matter of this resolution was the approval of the Corporate Governance Report including the joint declaration of the Executive Board and Supervisory Board in accordance with Section 161 of the German Stock Corporation Act on compliance with the recommendations of the German Corporate Governance Code.
At the accounts review meeting of March 24, 2016, the Executive Board provided us with a summary of the earnings and financial situation and the key business events in the financial year 2015 in the company, the VTG Group and the joint ventures. Subsequently, after detailed discussion with the Executive Board and the auditor, we approved the annual and consolidated financial statements and management reports for 2015. The meeting also included the examination and approval of the 2015 Dependent Company Report and approval of the agenda and proposed resolutions for the 2016 Annual General Meeting. Furthermore, the Executive Board presented us in this meeting the compliance report for the year 2015 and also reported to us on the risk management and the activities of the internal audit department of the VTG Group. Finally, at this meeting, the Supervisory Board approved a proposal by the Executive Board to update its Rules of Procedure.
Another meeting of the Supervisory Board was held directly prior to the Annual General Meeting on May 31, 2016. At this meeting, we approved an open call for tenders for the statutory audit of the annual and consolidated financial statements of VTG Aktiengesellschaft for the financial year 2017, including the applicable selection criteria. Furthermore, we charged the Executive Committee with performing the preparatory tasks that would generally be performed by the Supervisory Board in such a selection process in the absence of an audit committee in accordance with the EU Regulation regarding statutory audit of public-interest entities and the German Statutory Audit Reform Act.
Following the Annual General Meeting the Supervisory Board approved the appointment of the auditor elected by the shareholders for the financial year 2016 by resolution adopted by written procedure.
In a conference call of July 22, 2016, we discussed which of the ten auditing firms that had since responded to the call for tenders for the statutory audit of annual and consolidated financial statements of VTG Aktiengesellschaft for the financial year 2017 should be invited to submit an offer. After detailed discussion, the Supervisory Board passed a resolution to send the five applicants that had best met the preselection criteria the tender documents.
As in previous years, a closed-door session took place ahead of the further meeting on September 15, 2016, at which the Executive Board explained to us the medium- and long-term strategic direction of the company and the measures required for this. These measures were discussed and agreed with us in detail. At the meeting itself, the Executive Board presented and discussed with us its forecast for the development of the business and financial situation for the rest of the financial year based on the results and developments of the first six months. A resolution also had to be passed again as part of the selection process for the statutory auditor for the financial year 2017. After systematic appraisal of the five offers submitted, the Supervisory Board decided to have further talks with three of the applicants. Finally, the Executive Board informed us in this meeting of the available options for hedging the interest rate risk arising from the existing financing arrangements.
Subsequently, in mid-November 2016, the Supervisory Board approved by written procedure several interest rate hedges proposed by the Executive Board.
At the meeting of November 29, 2016, the Executive Board explained to the Supervisory Board the annual budget including the financial and investment plans for the financial year 2017 along with the investment plans for the years ahead. We approved these after detailed discussion.
Furthermore, at this meeting, the Executive Committee, which had been charged with the preparatory tasks involved in the preselection process, recommended Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, and KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, to the Supervisory Board, for selection as statutory auditor for the financial year 2017. The Executive Committee provided detailed reasons for this and communicated a preference for Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. The Supervisory Board endorsed this. Finally, at this meeting, the Supervisory Board passed a resolution to appoint Mr. Günter-Friedrich Maas as a member of the Executive Board for another three years from the end of his term of office, with effect from June 1, 2017.
The Executive Committee held a total of four meetings in the year under review. The subjects covered included matters relating to the Executive Board, the remuneration system for the Executive Board, the composition of the Executive Board and the long-term succession planning for the Executive Board and executive management staff. Additionally, approval was given for the taking up of positions requiring the consent of the Supervisory Board in accordance with § 88 of the German Stock Corporation Act as well as the preparatory tasks prior to the Supervisory Board’s final selection of the statutory auditor for the financial year 2017. The Executive Committee did not have to address any conflicts of interest of members of the Executive Board or the Supervisory Board in the year under review.
Audit of annual and consolidated financial statements
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hamburg, (PwC) was appointed by the Annual General Meeting as auditor for the year under review. PwC examined and gave an unqualified opinion on the annual financial statements of VTG Aktiengesellschaft drawn up in accordance with the principles of the German Commercial Code and on the consolidated financial statements for the financial year 2016 drawn up according to IFRS, including the corresponding management reports. Moreover, the auditor confirmed that the risk management system set up by the Executive Board complies with the legal requirements. The auditor has assured the Supervisory Board that no business, financial, personal or other relationships exist between, on the one hand, the auditor and its executive bodies and head auditors, and, on the other hand, the company and the members of its executive bodies that could call its independence into question. The Supervisory Board has agreed with the auditor that the Chairman of the Supervisory Board shall be informed immediately of any grounds for disqualification or conflicts of interest arising during the audit, unless such grounds are eliminated immediately.
The Supervisory Board itself also checked the annual and consolidated financial statements of the company and the Group, the management report and Group management report. The audit reports were submitted in good time to all members of the Supervisory Board and were discussed in depth first, while still in draft form at an additional meeting of the Supervisory Board of March 3, 2017 and, finally, at today’s meeting with the Executive Board and the auditors, who were also present in each case. The Supervisory Board endorsed the findings of the audit by PwC of the annual financial statements, the consolidated financial statements and the management reportsand approved the annual and consolidated financial statements for the financial year 2016 at today’s meeting. After completing its examination of the annual financial statements, the consolidated financial statements and the management reports, the Supervisory Board has no objections. We endorse the proposal by the Executive Board for the appropriation of net profit with payment of a dividend of € 0.75 per share and the remainder to be carried forward.
Code recommendations largely met
On February 14, 2017, the Executive Board and Supervisory Board issued a Declaration of Conformity in accordance with § 161 of the German Stock Corporation Act and published it on the company’s website. VTG Aktiengesellschaft complies to a great extent with the recommendations of the Commission of the German Corporate Governance Code as amended on May 5, 2015 and has largely complied with these in the past financial year.
Composition of Supervisory Board and Executive Board
Dr. Wilhelm Scheider resigned as a member and chair of the Supervisory Board as of the end of December 31, 2016. The Supervisory Board had already decided at its meeting of November 29, 2016, to appoint Dr. Jost A. Massenberg as the new chair of the Supervisory Board with effect from January 1, 2017. In recognition of Dr. Scheider’s service of more than a decade as chair of the Supervisory Board, the Supervisory Board has also decided to appoint him honorary chair of the Supervisory Board with effect from 1 January 2017.
After the end of the year under review, at the request of the Executive Board, Mr. Karl Gernandt was appointed by an order of the Local Court of Hamburg of January 13, 2017 as a further member of the Supervisory Board until the end of the next Annual General Meeting of the company.
Mr. Günter-Friedrich Maas by resolution of the Supervisory Board of November 29, 2016 was once again appointed a member of the Executive Board for the period from June 1, 2017 to May 30, 2020.
We wish to thank the Executive Board and all employees of the Group for their commitment and the success achieved through their efforts in the financial year 2016.
Hamburg, March 30, 2017
The Supervisory Board
Dr. Jost A. Massenberg
Chairman of the Supervisory Board
Notifications regarding managers‘ transactions as well as transactions by persons closely associated with them in accordance with article 19 of the EU Market Abuse Regulation (MAR).
|No results found for 2018|
|No results found for 2017|
|No results found for 2014|
Heiko Fischer Dr.
Kai Kleeberg Dr.
Bernd Malmström Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.