We make parents’ life easier and build trust and satisfaction by providing the best offering. We are constantly working on improving customer experience.
Thanks to our strategic expansion, a fast “do-it” culture and analytical but flexible processes we grow continuously.
Our team is truly international, young, ambitions, fun and supportive. We live a family culture.
We communicate transparently & directly and questions are always welcome.
BUSINESS UNIT LEADERS
The management of windeln.de SE (“windeln.de”), a listed German public limited company, is primarily determined by the Aktiengesetz (AktG – German Public Limited Companies Act) and also by the provisions of the German Corporate Governance Code in its respective current version.
In our annual corporate governance statement within the meaning of Section 289a of the HGB, windeln.de refers to the declaration within the meaning of Section 161 of the AktG (declaration of conformity) and discusses the relevant management practices that are applied over and above statutory requirements; in addition, it is described how the Management and Supervisory Boards work and the composition of the Supervisory Board is discussed. Lastly the regulations in accordance with Sec. 76 (4) and Sec. 111 (5) AktG are described.
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 2015. The following declaration of conformity was issued in May 2015:
In May 2015, the management board and the supervisory board declared that windeln.de SE has acted since its going public on May 6, 2015 and will act in the future in conformity with the recommendations of the “Government Commission German Corporate Governance Code” (hereinafter the “Code”) published in the German Federal Gazette (Bundesanzeiger) on September 30, 2014, in each case with the following exceptions:
No. 4.2.1 sentence 1: According to the Code’s recommendations, the management board shall have a chair or spokesperson. Given the size of the management board with four members, the supervisory board and the management board are of the opinion that the members of the management board shall operate on an equal footing without any member performing the function of chair or spokesperson.
Nos. 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 general 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 separate and consolidated financial statements of the Company to be prepared for the financial years 2015 up to (and including) 2019 in accordance with Secs. 286 (5), 314 (2) sentence 2, 315a (1) of the German Commercial Code (HGB). For the duration of this ‘‘optout’’ resolution, the Company will abstain from including the disclosures recommended under No. 4.2.5 (3) of the Code in the Company’s compensation report.
No. 5.4.6 (1) sentence 2: According to the Code’s recommendation, exercising the chair and deputy chair positions in a supervisory board as well as the chair and membership in committees of a supervisory board shall be accounted for in the compensation. The position of chair in the supervisory board is taken into account but no additional compensation is paid for the deputy chair position or any membership in committees of the supervisory board. Given the size of the supervisory board as such and of its committees, the management board and the supervisory board take the view that the current supervisory board compensation is sufficient.
No. 7.1.2 sentence 4: According to the Code’s recommendations, interim reports shall be made publicly accessible within 45 days of the end of each reporting period. The Company currently intends to comply with this requirement starting Q1 2016.
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 corporate governance on the Company’s website.
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 the windeln.de Group is a European online company with registered offices 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 lay the foundations for establishing the management and monitoring structure in the Group.
The social and ethical responsibility of the windeln.de Group is defined in the code of conduct, which applies to all employees of the Group. windeln.de has established a risk management system 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 windeln.de are obliged to be aware of risks 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 suspected breaches of compliance. The management board is responsible overall for the functioning of the risk management system, while the supervisory board is responsible for monitoring its effectiveness.
The management structure of windeln.de primarily relates to the corporate environment. As a German stock corporation, windeln.de SE maintains a dual management and control structure. 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
There are four management board members with equal rights in the management board of windeln.de SE. They each have their own management board function, which comprise the individual segments.
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 events and transactions. 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 catalog of information and disclosure requirements are also defined as well as the matters that require the approval of the supervisory board.
The supervisory board of windeln.de SE
windeln.de SE’s supervisory board is made up of the following six members, all of whom were elected by the general meeting: Mr. Willi Schwerdtle (chair), Dr. Christoph Braun (deputy chair), Dr. Edgar Carlos Lange, Mr. Nenad Marovac, Mr. David Reis and Mr. Francesco Rigamonti.
They all have the same terms of office that end with the 2018 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. 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 order to strategically evaluate 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 included Dr. Lange (chair), Dr. Braun (deputy chair) and Mr. Schwerdtle in the reporting year. In his role as financial expert, the chair of the audit committee holding the post in the reporting period, Dr. Lange, meets the statutory 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.
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.
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 the following targets for the quota for female representation in the respective boards, committees and management levels with an implementation deadline by June 30, 2017:
|First management level||30%|
|Second management level||30%|
The Company is also aiming for women to join the supervisory board and management board in the medium term. However, as all members are currently appointed until beyond June 2017, an obligation to achieve a quota greater than 0% is not realistic.