COPRORATE GOVERNANCE STATEMENT AND REPORT
windeln.de is convinced that good and transparent corporate governance that meets national and international standards is a key factor in the Company’s long-term success. Corporate governance is therefore part of windeln.de’s philosophy and a requirement for all operating segments. The management board and supervisory board consider themselves obliged to using a responsible and long-term corporate governance system in order to safeguard the existence of the Company and provide sustainable added value. In this report, the management board reports –at the same time for the supervisory board – on the management of the Company pursuant to no. 3.10 of the German Corporate Governance Code (GCGC) as well as pursuant to Secs. 289a, 315 (5) German Commercial Code (HGB).
1. Declaration by the management board and supervisory board of on the “Government Commission German Corporate Governance Code” pursuant to Sec. 161 German Stock Corporation Act (AktG)
windeln.de aims to confirm the trust placed in it by investors, financial markets, business partners, employees and the public and enhance corporate governance in the Group. The management board and supervisory board focused extensively on meeting the requirements of the German Corporate Governance Code (GCGC) in financial year 2019. The following declaration of conformity was issued in March 2020:
The last declaration of conformity pursuant to section 161 AktG regarding the recommendations of the “Government Commission German Corporate Governance Code” (hereinafter the “Code”) was made in April 2019. The following declaration is based on the Code in its version of February 7, 2017 as published in the official section of the Federal Gazette (Bundesanzeiger) on April 27, 2017.
The management board and the supervisory board of windeln.de SE declare that windeln.de SE has, since the publication of the last annual declaration of conformity in June 2018, acted in conformity with the recommendations of the “Government Commission German Corporate Governance Code” and here after will act in conformity with it, in each case with the following exceptions:
- 4.2.4 and 4.2.5: According to the Code’s recommendations, the compensation of the members of the management board shall be disclosed by name, divided into fixed and variable components as well as fringe benefits. These recommendations are not complied with because the shareholders’ meeting of the Company held on April 21, 2015 resolved that the compensation of the members of the management board shall not be disclosed by name in the annual consolidated financial statements of the Company to be prepared for the fiscal years 2015 up to (and including) 2019 in accordance with Sections 286 para. 5, 314 para. 2 sentence 2, 315a para. 1 of the German Commercial Code (Handelsgesetzbuch – HGB). For the duration of this ‘‘opt-out’’ resolution, the Company will abstain from including the disclosures recommended under No. 4.2.5 para. 3 of the Code in the Company’s compensation report.
- 5.4.6 para. 3: According to the Code’s recommendation, the remuneration of supervisory board members as well as possible remuneration for services rendered personally by supervisory board members shall be disclosed individually in the notes to the financial statements or the management report, classified by remuneration components. This was and is not complied with. The remuneration of the supervisory board resolved upon by the General Meeting and the expenditure for the fiscal year are disclosed in the compensation report as part of the consolidated annual report aggregated and not separately on an individual basis and not classified by remuneration components. The management board as well as the supervisory board think that the information provided fulfil the legal requirements and convey a sufficiently detailed picture.
- 7.1.2: According to the Code’s recommendation, mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period. This recommendation was not complied with in respect of the financials for Q1 2019. Due to organizational and time-related additional efforts in connection with the capital increase carried out in March 2019, windeln.de SE postponed the publication of the financials for Q1 2019 to May 28, 2019.
Pursuant to Sec. 161 (2) German Stock Corporation Act (AktG), the declaration of conformity is permanently available to shareholders and all other interested parties under the section Corporate Governance on the Company’s website.
2. Disclosures on corporate governance practice
The efficient structures and processes in the windeln.de Group guarantee responsible management that is geared towards adding sustainable added value and is focused on shareholder rights. Openness and transparency are always the top priorities in corporate communication. This is a key requirement in maintaining and increasing the trust placed in windeln.de by our investors, our employees and the public.
As windeln.de SE is a European online company with registered office in Munich, the German stock corporation, co-determination and capital market law, the articles of incorporation and bylaws and the corporate governance code implemented to meet the individual needs of the Company are the foundations for establishing the management and monitoring structure in the Group. These principles are also applied in the remaining group companies in addition to applicable local regulations.
The social and ethical responsibility of the windeln.de Group is defined – amongst others – in the code of conduct, which applies to all employees of the Group. windeln.de has established a risk management system – applied in the parent company of the Group as well as in the remaining Group companies – to identify, control and monitor risks and opportunities at an early stage. The continuous improvement of the instruments used in the risk management system aims to ensure that risks and opportunities (including potential compliance risks) are identified and managed in a uniform way throughout the Group. All employees of the windeln.de Group are obliged to act risk-aware and avoid any risks that could endanger the ability of the Company to continue as a going concern. In addition, communication lines – with the option of anonymity – are in place to report any assumed breaches of compliance. The management board is responsible overall for the functioning of the risk management system at windeln.de SE and the Group, while the supervisory board is responsible for monitoring its effectiveness.
The declaration including disclosures on corporate governance practices is available on the Company’s website (https://corporate.windeln.de/en/corporate-governance).
3. Working practices of the management board and supervisory board
The management structure of windeln.de is primarily determined by the corporate law requirements environment. In addition, windeln.de SE as a European stock corporation, is subject to the special European SE regulations as well as the German SE implementation act. Choosing the dual management and control structure (management board and supervisory board), key elements of German corporations are also applicable to windeln.de SE. The management board is responsible for managing the Company at its own responsibility. The supervisory board advises the management board and monitors its management activities.
The management board and supervisory board work closely together in the interests of the Company. Their mutual aim is to sustainably increase its corporate value. The management board regularly reports to the supervisory board in a timely manner and in detail on issues of relevance for the Company concerning strategy, planning, the development of business, the risk position, risk management and compliance. Deviations from objectives and planning are explained to the supervisory board and its committees. The Group’s strategic focus and direction is also coordinated and discussed with the supervisory board.
The management board of windeln.de SE
As of December 31, 2019, the management board of windeln.de SE consisted of three management board members (thereof one chairman) They each have their own management board function, which comprise the individual executive portfolios.
The windeln.de Group is managed by the management board of the parent company, windeln.de SE. All management functions are bundled here. One of the main tasks of the management board is to define the Company’s strategy, responsibilities and risk management. The management board is also responsible for preparing the separate, consolidated and interim financial statements as well as for establishing and monitoring a risk management system.
All members of the management board hold joint responsibility for the management of the Company and keep each other informed of any significant event and transaction. The management board’s rules of procedure govern the allocation of duties among the management board members as well as the resolution procedure. Specifically, the catalogue of information and disclosure requirements are defined as well as the matters that require the approval of the supervisory board.
The supervisory board of windeln.de SE
As of December 31, 2019, the supervisory board was made up of the following six members, all of whom were elected by the general meeting: Mr. Willi Schwerdtle (chairman), Weijian Miao (deputy chairman), Dr. Edgar Carlos Lange, Mr. Tomasz Czechowicz, Ms. Xio Jing Yu and Mr. Clemens Jakopitsch. At the Annual General Meeting on June 6, 2019, Mr. Weijian Miao and Ms. Xio Jing Yu were elected as successors of Dr. Hanna Eisinger and Dr. Christoph Braun, who had resigned from their offices as supervisory board members effective the end of the Annual General Meeting scheduled for June 6, 2019. The supervisory board as a whole has excellent knowledge of the e-commerce business. The supervisory board considers all members of the supervisory board except Mr. Weijian Miao to be independent according to No. 5.4.2 sentence 2 of the Code. As of December 31, 2019, Mr. Weijian Miao indirectly held 22.94% of the shares in windeln.de. He is attributed the shares that Summit Asset Management Company Limited holds in the Company pursuant to Secs. 33, 34 German Securites Trading Act.
All supervisory board members have the same terms of office that end with the 2021 Annual General Meeting.
The supervisory board monitors and advises the management board on the conduct of its business. It reviews the financial statements, the management report and the proposal for the appropriation of net retained profit as well as the consolidated financial statements and group management report. Taking into account the audit reports of the auditors of the financial statements, it ratifies the financial statements of windeln.de SE and approves the consolidated financial statements as well as the management reports. The supervisory board is also responsible for appointing the members of the management board and preparing and concluding contracts of employment with members of the management board. The supervisory board discusses the development of business and planning with the management board, as well as the corporate strategy and its implementation, at regular intervals. In the context of the strategic evaluation of the Company, the risk management and the reporting system, the management board communicates with the entire supervisory board, and not just with the chair of the supervisory board, as this would be less efficient.
The supervisory board has set its own rules of procedure. These define the tasks, obligations and internal order of the supervisory board and also include more detailed regulations on the duty of confidentiality, on dealing with conflicts of interest as well as the formation and work of the committees. The supervisory board holds at least two meetings per six-month period. Resolutions of the supervisory board may also be passed outside meetings, specifically in writing, by fax or by e-mail.
In order for the supervisory board to be able to perform its tasks in an optimal way, the supervisory board’s rules of procedure provide for two standing committees. The work of the committees is regularly reported to the supervisory board.
The main task of the audit committee is to support the supervisory board in meeting its control obligation in terms of the correctness of the separate and consolidated financial statements, the work of the auditor as well as the internal control functions, especially risk management. The audit committee currently includes Dr. Edgar Carlos Lange (committee chairman), Mr. Willi Schwerdtle and Mr. Clemens Jakopitsch as members. Dr. Christoph Braun left the audit committee in the reporting period. In his role as financial expert, the chairman of the audit committee holding the position in the reporting period, Dr. Lange, meets the requirements in terms of his independence and knowledge of the areas of financial reporting and auditing.
The nomination committee prepares suggestions for the nomination of supervisory board members to be presented to the general meeting; it also examines the remuneration structure of the management board and other management positions at windeln.de in accordance with the mandate given by the supervisory board. The nominatino committee currently includes Mr. Willi Schwerdtle (committee chairman), Mr. Clemens Jakopitsch and Ms. Xio Jing Yu as members. Dr. Braun and Dr. Lange left the nomination committee in the reporting period.
Considering the German Corporate Governance Code, the supervisory board set targets relating to its composition. The supervisory board aims at a composition which considers the special needs of the Company and ensures that the management board is supervised, monitored and advised in a competent and qualified manner. The nominees proposed for election to the supervisory board should – on basis of their knowledge, skills and professional experience – be able to carry out the tasks entrusted to them properly. In addition, every member ensures available time sufficient to fulfil their duties. The supervisory board set the following material objective targets: The members of the supervisory board may not assume mandates in boards of or advising activities to competitors of the Company; considering the international focus of the Company, it shall be made sure that four board members have extensive international experience; the supervisory board shall especially ensure diversity when proposing new members; the supervisory board shall comprise at least one female member; the supervisory board shall consist of at least three independent members; members of the supervisory board shall generally not serve on the board for more than 12 consecutive years; not more than two former members of the management board of windeln.de SE shall be members of the supervisory board; candidates for the supervisory board should generally not be older than 72 years at the time of their election by the general meeting; the most important criterion for the appointment to the supervisory point is the qualification of the nominee. These targets relating to the composition of the supervisory board are fully achieved.
Regulations in accordance with Sec. 76 (4) and Sec. 115 (5) AktG
The “law on gender equality in managerial positions in the private and public sector” dated April 24, 2015 and which came into effect as of May 1, 2015 requires windeln.de SE to define targets for the female representation quota in the supervisory board and management board and in the two management levels below the management board. The targets are defined by the supervisory board for the supervisory board and management board, and by the management board for the two management levels below the management board.
In 2017, the supervisory board (relating to the composition of the supervisory board and management board in accordance with Sec. 111 (5) AktG) and the management board (relating to the composition of the other management levels in accordance with Sec. 76 (4) AktG) set new targets for the quota for female representation in the respective boards, committees and management levels with an implementation deadline by June 30, 2022:
|First management level||30%|
|Second management level||30%|
The Company is also aiming for women to join the management board in the medium term.
4. Additional disclosures on corporate governance
Shareholders and general meeting
Shareholders may exercise their rights at the general meeting and exercise their voting rights there. Each share carries one vote. There are no shares with multiple voting rights or preferential voting rights or maximum voting rights. The Annual General Meeting, where the management board and supervisory board give account on the past financial year, is held once a year. The shareholders have the opportunity to exercise their voting rights at the general meeting in person or by a proxy of their choice or by a proxy appointed by the Company who is bound to follow instructions.
The management board presents the separate and consolidated financial statements to the general meeting. The general meeting decides on the appropriation of any net retained profit and resolves on the exoneration of the management board and supervisory board as well as the election of the auditors. Where necessary, the general meeting resolves on amendments to the Company’s articles of incorporation and bylaws, elects the members of the supervisory board and resolves on other items in the agenda requiring resolutions.
Systematic risk management
Thanks to its established internal control system, the Company is able to recognize any business and financial risks at an early stage in order to be able to take corresponding countermeasures. This control system is designed in such a way that risks can be promptly monitored and it can be ensured that all business transactions are correctly accounted for; this system is also designed in such a manner that there is always reliable data on the financial situation of the Company.
Shareholders, financial analysts, shareholders’ associations, the media and the interested public are given regular timely updates on the situation of the Company as well as on significant changes to the business. This guarantees the greatest possible level of transparency. The objective is to further expand the trust placed by investors in the value potential of windeln.de SE. Relevant events are disclosed on an ongoing, timely and reliable basis. Insider information that directly affects the Company is published without delay by the Company in accordance with the statutory requirements. Discussions are held regularly with private and institutional investors at the general meeting and capital market events such as roadshows and conferences. In line with the principle of fair disclosure, all shareholders and key target groups are treated the same in terms of information relevant for valuation. Information on significant new circumstances are made available to the broader public without delay.
The Company’s website, http://corporate.windeln.de, serves as a central platform for publishing current information about the Company. Financial reports, presentations from analysts and investor conferences as well as press releases and ad hoc announcements about the Company are also available there. Dates of key annual publications and events (for example, annual report, interim reports, general meeting, etc.) are released with sufficient notice. Notifications of securities transactions that must be reported by members of the management board and supervisory board of windeln.de SE as well as by related parties (directors’ dealings) can also be found on the website http://corporate.windeln.de, which are published immediately after the corresponding notification is received. The same applies for voting rights announcements submitted in accordance with Sec. 21 et seq. WpHG.
Financial reporting and annual audit
Financial reporting is performed at group level in accordance with the International Financial Reporting Standards (IFRS) and the separate financial statements in accordance with local GAAP (HGB). Reporting follows the statutory and stock exchange obligations with the separate and consolidated financial statements as well as an interim report for the first half of the year and quarterly statements for the first and third quarter of the year. The annual report and internet presence are – in line with international standards – also available in English; the annual report and interim reports can be found on the Company website http://corporate.windeln.de. The consolidated financial statements are prepared by the management board and audited by the auditor as well as the supervisory board. The auditor was KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, appointed by the Annual General Meeting on June 6, 2019. The auditor issued a declaration of independence to prove to the supervisory board its independence. The auditor took part in the both the meetings of the audit committee and the supervisory board on March 13, 2020 to discuss the 2019 separate and consolidated financial statements; in particular, the auditor reported to the audit committee and supervisory board the results of the audit of the separate financial statements and management report of windeln.de SE as of December 31, 2019 (HGB) as well as the consolidated financial statements and group management report of windeln.de SE as of December 31, 2019 (IFRS). It was agreed with the auditor of windeln.de SE that the chair of the supervisory board would be informed without delay of any reasons for disqualification or any factors affecting impartiality if they arise during the audit, unless they are remedied immediately. Relationships to shareholders that qualify as related parties as defined by the underlying accounting provisions are explained in the consolidated financial statements.
Remuneration of the management board and the supervisory board
The basics of remuneration of members of the management board and supervisory board are explained in detail in the remuneration report. The remuneration of members of the management board is presented according to the statutory requirements, especially broken down into non-performance-based (fixed salaries and fringe benefits) and performance-based components (variable annual bonus) as well as components with long-term incentives. The remuneration of the supervisory board was defined by the general meeting and is also presented in the remuneration report. The remuneration report is part of the group management report and the notes to the consolidated financial statements, respectively, and is published in the annual financial report.
Stock option plans and securities based incentive systems
A remuneration structure was introduced for selected senior management employees for the first time in financial year 2011, which includes a long-term, performance-based variable remuneration component in the form of virtual stock options that were converted into physical stock options during the IPO. In addition, a long-term, performance-based variable remuneration component based on the long-term incentive program (“LTIP”) of windeln.de SE was launched in financial year 2015. The performance-based variable remuneration component was extended in 2017 and adjusted to the amended strategy of the company in 2018. The details of this can be found in the notes to the consolidated financial statements of the windeln.de SE Group.
Directors‘ Dealings and shareholdings of members of the management board and supervisory board
Art. 19 of the market abuse regulation (“Marktmissbrauchsverordnung”; “MAR”) requires key management personnel at windeln.de SE as well as closely related parties to announce any transactions with shares in windeln.de SE or related financial instruments within three business days. In 2018, following transactions were reported to windeln.de SE:
|Company / Person||Financial instrument||Transaction type||Price(in EUR)||Volume(in EUR)||Date|
|Matthias Peuckert||ShareDE000WNDL011||Purchase||1.48||5,478.96||March 15, 2019|
|Dr. Nikolaus Weinberger||ShareDE000WNDL011||Purchase||1.48||5,478.96||March 15, 2019|
|Clemens Jakopitsch||ShareDE000WNDL193||Purchase||0.51||13,142.70||September 17, 2019|
|Clemens Jakopitsch||ShareDE000WNDL193||Purchase||0.5032||4,629.20||September 20, 2019|