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 2017
In the year under review, the Supervisory Board of VTG Aktiengesellschaft met the obligations 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 chair of the Supervisory Board and the chair of the Executive Board. Through this contact, the chair 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 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 as well as four additional and meetings and two conference calls. Additionally, as required, resolutions were adopted by written procedure. The members of the Supervisory Board who were members of the Supervisory Board for only a part of the year under review each attended more than half of the meetings held during their period of office. All other members of the Supervisory Board attended more than half of all meetings.
In February 2017, the Supervisory Board adopted a resolution by written procedure. The subject of this resolution was the approval of the Corporate Governance Report including the joint declaration of the Executive Board and Supervisory Board under Section 161 of the German Stock Corporation Act on compliance with the recommendations of the German Corporate Governance Code.
To prepare for the accounts review meeting, an additional meeting of the Supervisory Board was held on March 3, 2017, which the auditor also attended. The Executive Board reported first on the course of business in the last quarter of the past financial year and on the earnings and financial situation of the company and the VTG Group as of the balance sheet date. The auditor reported on the course of the audit and submitted his draft report to the Supervisory Board and answered questions on this. We also asked the Executive Board for an explanation of its position on the company’s dividend policy and discussed this with the Executive Board in detail.
At the accounts review meeting of March 30, 2017, the Executive Board provided us with a summary of the earnings and financial situation and the key business events in the company, the VTG Group and the joint ventures in the financial year 2016. Subsequently, after detailed discussion with the Executive Board and the auditor, we approved the annual and consolidated financial statements and management reports for 2016. The meeting also included the approval of the agenda and proposed resolutions for the 2017 Annual General Meeting. Furthermore, the Executive Board submitted the compliance report for 2016 to us in this meeting and also reported to us on risk management and the activities of the internal audit department and the analysis of security issues at the VTG Group. The Supervisory Board also approved the measures proposed by the Executive Board relating to a joint venture and additional budgetary measures. Finally, the Executive Board informed us at this meeting of a fundamental interest in acquiring and the prior submission of an indicative offer for the Nacco Group, which was available for sale.
In a conference call on May 3, 2017, the Executive Board informed the Supervisory Board of the status of the negotiations held in the intervening period with the seller of the Nacco Group and about the performance of due diligence. Furthermore, on this occasion, the Executive Board reported to us on the development of earnings and the key business events in the first quarter of the current year.
In an additional meeting held on May 30, 2017, the Executive Board gave the Supervisory Board further information on the status of the negotiations on the purchase of the Nacco Group, the results of due diligence and the proposed financing structure. The Supervisory Board also approved the extension of the term of an existing line of credit to cover general working capital requirements.
Another meeting of the Supervisory Board was held immediately prior to the Annual General Meeting on June 8, 2017. At this meeting, the Executive Board reported on the development of business to date in 2017 and the progress of the negotiations on the sale of the Nacco Group.
Following the Annual General Meeting, the newly elected Supervisory Board was constituted. In addition to the Executive Committee, an Audit Committee was formed for the first time. In respect of the establishment of the Audit Committee, a decision to update the declaration of conformity with the German Corporate Governance Code was also approved. Furthermore, the appointment of the auditor elected by the Annual General Meeting for the financial year 2017 was approved.
In an additional meeting on June 29, 2017, the Executive Board reported to us on the status of the negotiations on the sale of the Nacco Group and informed us of the opportunities and risks at that time from its perspective as well as the planned measures for financing the transaction (credit and hybrid finance and partial refinancing via a capital increase). After detailed discussion, the Supervisory Board gave its approval for the Board to finalize negotiations on the contracts with the seller and the lending bank. It was also decided to delegate the final decision to approve the finalized contracts to the Executive Committee, which then issued this approval directly prior to the signing of the contracts on July 1, 2017. Furthermore, at the meeting on June 29, 2017, the Supervisory Board also approved a financing measure for the Group’s North American business.
In another additional meeting on September 1, 2017, the Executive Board discussed with us details of planned financing measures relating to the purchase of the Nacco Group. Furthermore, at this meeting, the Supervisory Board approved the reappointment of Dr. Kai Kleeberg and Mr. Mark Stevenson as members of the Executive Board of the company. As in previous years, a closed-door meeting was held ahead of the further meeting on September 21, 2017, at which the Executive Board explained the medium- and long-term strategic direction of the company and the measures required for this. These measures were discussed with us in detail and agreed upon.
One of the main issues under discussion was the digitization strategy that was at the implementation stage. At the meeting itself, the Executive Board provided an overview of the trend in business in the first eight months of the year as well as a report on the progress of risk reporting in the VTG Group. Furthermore, in respect of the Nacco transaction, the Executive Board informed us about the progress of the merger control proceedings in Germany and Austria. The Executive Board also explained to us that a capital increase was planned to provide part of the finance for the acquisition of the Nacco Group, with the timing and form of this depending, among other things, on the ongoing merger control proceedings and market conditions. To ensure the Supervisory Board’s ability to act at any time, the Supervisory Board passed a resolution to establish a capital increase committee that was limited in respect of both time and scope and which, due to the delay in the Nacco transaction, has since become redundant.
On November 23, 2017, in a meeting about the delay in the Nacco transaction, the Executive Board presented and explained to the Supervisory Board the scheduled plan for the year, including the financial and investment plans for the financial year 2018, as well as the investment plan for the coming years. After detailed discussion, we approved these. Furthermore, the Executive Board informed us about the delays that were being experienced in respect of the checks of the Nacco transaction by the competition authorities in Germany and Austria. The IT security measures introduced by the Executive Board were also presented to the Supervisory Board at this meeting. Ultimately, the Supervisory Board passed a resolution to have the very first non-financial report of VTG Aktiengesellschaft for the financial year 2017 reviewed by an independent auditor.
In mid-December 2017, due to further development in the German Federal Cartel Office’s main review of the Nacco transaction, the Supervisory Board approved by written procedure a proposal of the Executive Board to submit a voluntary proposal on conditions to the German Federal Cartel Office.
In a conference call on December 29, the Executive Board informed us that, due to the unexpectedly long duration of the competition proceedings, amendment of the contract with the seller of the Nacco Group had become necessary to enable the transaction to go ahead. The Supervisory Board accepted and approved this.
Meetings of the committees
The Executive Committee held a total of 6 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 longterm succession planning for the Executive Board and management staff. Additionally, approval was given for the taking up of positions requiring the consent of the Supervisory Board in accordance with Section 88 of the German Stock Corporation Act. Furthermore, the remuneration structure and levels of remuneration for the Supervisory Board were reviewed and discussed. 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.
In the year under review, in its capacity as a nominating committee, the Executive Committee also drew up proposals to be put forward to Annual General Meeting for the election of members of the Supervisory Board.
The Audit Committee, which was formed for the first time on June 8, held two meetings during the year under review (one in the form of a conference call). Among other things, it discussed the following in advance with the Executive Board: the half-yearly report, the quarterly report at the end of nine months and the scheduled plan for the financial year 2018 and also specified the key areas for review in the audit for the financial year 2017. It also passed two circular resolutions on non-audit services provided by the auditor.
The Capital Increase Committee, which was formed on September 21, 2017, held a conference call on September 27, 2017. In this call, the Executive Board informed the Capital Increase Committee about the status of the preparations for the planned capital increase relating to the Nacco transaction.
Audit of annual and consolidated financial statements, the management reports and of the non-financial report
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart was appointed by the Annual General Meeting as auditor for the year under review. Ernst & Young 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 2017 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 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 documents relating to the annual and consolidated financial statements and the appropriation of net profit were discussed at the meeting of the Audit Committee on March 2, 2018 in preparation for checking and discussing these documents with the Supervisory Board in the presence of the auditor, who reported on the findings of his audit and the key areas reviewed in the audit as well as discussing and explaining these in depth to the chair. The Audit Committee was satisfied that the audit and the auditor’s report had been drawn up correctly and recommended to the Supervisory Board that it accept and approve the auditor’s findings and approve the annual financial statements as well as the consolidated financial statements.
The Supervisory Board also itself reviewed the annual financial statements, the consolidated financial statements, the management report and the group management report. The audit reports, including the annual and consolidated financial statements and the management reports, were available to all members of the Supervisory Board in good time and were discussed in depth at today’s meeting with the Executive Board and the auditor present at the meeting. The Supervisory Board endorsed the findings of the Ernst & Young audit of the annual financial statements, the consolidated financial statements and the management reports and approved the annual and consolidated financial statements for the financial year 2017 at today’s meeting. After completing its review of the annual financial statements, the consolidated financial statements and the management reports, the Supervisory Board has no objections.
Due to the Act to Strengthen Companies’ Non-Financial Disclosure in their Management Reports and Group Management Reports of April 11, 2017, (CSR Directive Implementation Act), the Executive Board has drawn up a non-financial report, and not as part of the group management report but as a separate non-financial group report. By resolution of the Supervisory Board at its meeting on November 23, 2017, the content of this report underwent a voluntary external audit to obtain limited assurance. On the basis of this review, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt issued an unqualified opinion.
We endorse the proposal of the Executive Board for the appropriation of net profit, which provides for the payment of a dividend of € 0.90 per share, with the remaining amount to be carried forward.
Code recommendations largely met
On February 15, 2018, the Executive Board issued a declaration of conformity in accordance with Section 161 of the of the German Stock Corporation Act and published it on the company’s website. VTG Aktiengesellschaft has largely complied with the German Corporate Governance Code as amended on May 5, 2015, which led to the issue of the last declaration of conformity of February 14, 2016 (updated on June 8, 2017). In the future, VTG Aktiengesellschaft will also largely comply with the German Corporate Governance Code as amended on February 7, 2017, published in the Federal Gazette on April 24, 2017.
Composition of Supervisory Board and Executive Board
After a vacancy was created by the stepping down of the former chair of the Supervisory Board, Dr. Wilhelm Scheider at the end of December 2016, at the request of the Executive Board, Mr. Karl Gernandt was, by an order of the Local Court of Hamburg of January 13, 2017, appointed as a member of the Supervisory Board until the end of the next Annual General Meeting. At the end of the Annual General Meeting held on June 8, 2017, the term of office of the other members of the Supervisory Board also ended. With the exception of Mr. Andreas Goer, who did not stand for election again, all former members of the Supervisory Board were reelected to the Supervisory Board by the Annual General Meeting. In addition, Dr. Markus Hottenrott was elected a member of the Supervisory Board by the Annual General Meeting. We would like to thank Mr. Goer for his commendable contribution over his several years on the Supervisory Board.
At the constitutive meeting of the Supervisory Board on June 8, 2017, I was confirmed as chair of the Supervisory Board and Dr. Klaus-Jürgen Juhnke was confirmed as deputy chair. In addition, the members of the Executive Committee were reelected at this meeting. Along with myself as chair of the Supervisory Board, Dr. Klaus-Jürgen Juhnke and Dr. Christian Olearius are members of the Executive Committee. An Audit Committee was also formed at this constitutive meeting for the first time. Mr. Karl Gernandt was elected chair of the Audit Committee. The other members are Dr. Christian Olearius and myself. At the meeting of the Supervisory Board of September 21, 2017, a Capital Increase Committee comprising three members was also formed, which has since become redundant. I myself was chair of the Capital Increase Committee and the other members were Dr. Klaus-Jürgen Juhnke and Dr. Bernd Malmström.
By resolution of the Supervisory Board of September 1, 2017, Dr. Kai Kleeberg was reappointed to the Executive Board with effect from May 1, 2018 to December 31, 2018 and Mr. Mark Stevenson from February 1, 2018 until December 31, 2019.
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 2017.
Hamburg, March 22, 2018
The Supervisory Board
Dr. Jost A. Massenberg
Chairman of the supervisory board
Separate Non-Financial Report (German only)
The Separate Non-Financial Report (German only) of the VTG Aktiengesellschaft can be downloaded here:
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 2019|
|No results found for 2017|
Heiko Fischer Dr.
Kai Kleeberg Dr.
Bernd Malmström Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.
Wilhelm Scheider Dr.