STATEMENT PURSUANT TO ART. 289f, GERMAN COMMERCIAL CODE (HGB)
The Corporate Governance Statement pursuant to Section 289a, German Commercial Code (HGB) comprises the declaration of conformity pursuant to Art. 161, German Stock Corporation Act (AktG), relevant information on corporate governance practices that are applied over and above the legal requirements, and a description of the working methods of Management Board and Supervisory Board.
Declaration of Conformity by Management Board and Supervisory Board of ACCENTRO Real Estate AG concerning the Corporate Governance Code
Pursuant to Section 161, German Stock Corporation Act (AktG), the management board and supervisory board of a public company are required to issue an annual statement (“Declaration of Conformity”) concerning the extent to which the company has been, and continues to be, in compliance with the recommendations issued by the Government Commission on the German Corporate Governance Code. The subsequent Declaration refers to the Code of 07 February 2017 as amended, and as published in the electronic Federal Gazette (“Bundesanzeiger”) on 24 April 2017. For the full-length version of the Declaration, please go to the Company’s homepage at www.accentro.ag.
The Management Board and Supervisory Board of ACCENTRO Real Estate AG hereby declare:
Since the last declaration of conformity was issued in March 2017, ACCENTRO Real Estate AG has complied with the recommendations of the German Corporate Governance Code as amended, with exceptions detailed below, and intends to continue to comply with the Code recommendations in the coming year, with the following exceptions:
Code Section 2.3.3 (Transmission over the Internet)
The Company did not transmit the annual general meetings convened in 2017, nor does it intend to transmit the annual general meeting in 2018, through modern communication media.
Code Section 3.8 (D&O Insurance)
The D&O insurance taken out as a group contract does not currently provide any deductible for members of the Supervisory Board. The Company believes that a deductible of this type is not required to motivate the members of the Supervisory Board to properly perform their monitoring duties.
Code Section 4.1.5 (Diversity)
The Management Board of ACCENTRO Real Estate AG is committed to the promotion of female employees and the increased recruitment of female executives. However, the Management Board believes that the diversity aspect, which includes equal opportunity for women, should not be the decisive criterion for executive appointments. Rather, leadership and management skills as well as professional competence in the respective business divisions and spheres of ownership along with demonstrable professional experience should be prioritised in the best interest of the Company.
Code Section 4.2.1 (Composition of the Management Board)
In deviation of Code Section 4.2.1, the Management Board of ACCENTRO Real Estate AG currently consists of one person only. Both the Supervisory Board and the Management Board believe that the size of the Company justifies the arrangement. Nonetheless, the Management Board and the Supervisory Board periodically check whether the development of the Company warrants an expansion of the Management Board.
Code Section 4.2.3 (Compensation)
The total compensation of the Management Board currently consists of fixed and variable components but no remuneration components marked by long-term incentives and risk elements. Moreover, the recommendation that negative developments should be taken into account when determining the variable components of total compensation was and is not complied with. According to the Supervisory Board, neither of these aspects is necessary to ensure the loyalty of the Management Board and its commitment to the Company. Neither a cap on the amount of compensation nor a severance pay cap for former members of the Management Board have currently been agreed, as the Supervisory Board does not deem these necessary.
Code Section 5.1.2 (Composition of the Management Board, Age Limit, and Succession Planning)
Due to the age structure of the Management Board, no age limit or long-term succession planning is currently in place. The Supervisory Board and Management Board expressly welcome all endeavours to counteract gender-based or any other form of discrimination, and to promote diversity in appropriate ways. When appointing members to the Management Board, the Supervisory Board places emphasis solely on the competence, qualifications and experience of eligible candidates, while other characteristics such as gender and nationality have been, and continue to be, without any significance for this kind of decision.
Code Sections 5.3.1, 5.3.2 and 5.3.3 (Committees)
The Supervisory Board has refrained from forming committees so far. Specifically, it has not formed, nor will it form, an audit committee or a nomination committee as it considers three Supervisory Board members a sufficient number to function effectively in joint representation. Given the size of the Supervisory Board, it would moreover seem unreasonable to form committees, which must include at least two people or, for a quorum, at least three people.
Code Section 5.4.1 (Composition of the Supervisory Board)
The Company does not yet comply with the Code’s recommendation to formulate specific targets for the composition of the Supervisory Board, and to publish these in the Corporate Governance Report, which targets specifically include the adequate representation of women. The legal provisions governing compliance with the mandated minimum representation of women will be complied with in the next elections of the Supervisory Board. The Supervisory Board believes that neither an age limit nor a maximum length of tenure is required to ensure the effectiveness and success of the Supervisory Board’s efforts. The Supervisory Board will seek to determine to what extent these recommendations may be complied with in the future.
Code Section 5.4.2 (Composition of the Supervisory Board)
Dr. Dirk Hoffmann, currently member of the Supervisory Board, is chairman of the supervisory board of Adler Real Estate AG, Berlin, as well as chairman of the supervisory board of Squadra Immobilien GmbH & Co. KGaA, Frankfurt am Main. Axel Harloff is chairman of the supervisory board of Consus Real Estate AG Aktiengesellschaft, Berlin. Natig Ganiyev is not a supervisory board member of any stock corporation.
Since mid-2012, the Supervisory Board is supposed to exclude members who serve in supervisory bodies of key competitors. This could have been the case with all three of the Supervisory Board members. However, there have been no signs of material conflicts of interest.
Code Section 7.1.2 (Discussion of Interim Reports by the Supervisory Board and Publication of Interim Reports)
At present, the Company’s quarterly reports are not discussed with the Supervisory Board prior to publication. Once a quarter, the Management Board briefs the Supervisory Board in writing about the Company’s state of affairs and the course of its business.
ACCENTRO Real Estate AG principally publishes its interim reports 45 days after the end of the reporting period. In exceptional circumstances there may be a slight delay due to special organisational processes. The legal requirements set out in Art. 114, German Securities Trading Act (WpHG), are complied with in any case.
Berlin, 01 March 2018
The Management Board and Supervisory Board of
ACCENTRO Real Estate AG
Corporate Governance Practices and Working Methods of Management Board and Supervisory Board
The working methods of Management Board and Supervisory Board of ACCENTRO Real Estate AG as a listed German stock corporation is primarily defined by the German Stock Corporation Act and in addition by the requirements of the German Corporate Governance Code (DCGK) as amended. Moreover, the Company’s articles of association and the rules of procedure included further guidance for the Management Board and the Supervisory Board that governs the activities of either body. The basic administrative principle is the dual management and control structure, which is defined by a strict separation of the tasks and competences of the Management Board as the governing body and the Supervisory Board as the supervisory body
The Management Board governs the Company under its own responsibility while being committed to the Company’s best interest, and obliged to increase the Company’s goodwill in a sustainable way. It develops the corporate strategy and ensures its implementation in close consultation with the Supervisory Board. The Management Board must be strictly separated in person from the Supervisory Board. No member of the Management Board may simultaneously serve on the Supervisory Board. At the moment, the Management Board of ACCENTRO Real Estate AG consists of a single member, Jacopo Mingazzini, who conducts the business of the Company in accordance to the laws, the articles of association, the rules of procedure for the Management Board that were passed by the Supervisory Board, and his employment contract as board member. The Management Board reports regularly, promptly and comprehensively to the Supervisory Board about any planning, business development, risk situation, risk management and compliance issues that are relevant for the company. The Management Board’s rules of procedure stipulate, inter alia, which cases require a resolution by the Management Board is required, and which transactions and actions require the Supervisory Board’s approval.
The Supervisory Board monitors and advises the Management Board and is directly involved in decisions of fundamental significance for the company. It appoints and dismisses the members of the Management Board, sets up the remuneration system for the members of the Management Board and determines their respective total remuneration.
The Supervisory Board carries out its activities in accordance with the statutory provisions, the articles of association, its rules of procedure and its resolutions. The committee consists of three members: Axel Harloff as Chairman of the Supervisory Board, Dr. Dirk Hoffmann and Natig Ganiyev. The members of the Supervisory Board have identical rights and duties while not being bound by instructions and orders. Resolutions by the Supervisory Board are mainly passed during supervisory board meetings, but also by written procedure or using other forms of communication. During the 2017 financial year, the Supervisory Board met four times. The Supervisory Board commissions the auditor elected by the annual general meeting to audit the annual financial statements and the consolidated financial statements and concludes the fee agreement with the auditor. The Supervisory Board, integrating the auditor and the audit report prepared by the same, reviews the annual financial statements, the consolidated financial statements, the management reports of the parent company and the Group, as well as the Management Board’s proposal for the appropriation of the net retained profits and carries out the audits and findings provided for by law The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. The Supervisory Board of ACCENTRO Real Estate AG has so far not formed any committees because, given the current number of Supervisory Board members, all topics are discussed with the full board.
If a member of the Supervisory Board faces a conflict of interest between his or her work for ACCENTRO Real Estate AG and work done for another company, the fact must be disclosed to the Supervisory Board. In cases of material and permanent conflicts of interest, the Supervisory Board member concerned is obliged to resign his or her mandate. In the event of (potential) conflicts of interest, the Supervisory Board reports to the annual general meeting on the conflicts and their resolutions. Dr. Dirk Hoffmann, currently member of the Supervisory Board, is chairman of the supervisory board of Adler Real Estate AG, Berlin, as well as chairman of the supervisory board of Squadra Immobilien GmbH & Co. KGaA, Frankfurt am Main. Axel Harloff is chairman of the supervisory board of Consus Real Estate AG Aktiengesellschaft, Berlin. Natig Ganiyev is not a supervisory board member of any stock corporation. Since mid-2012, the Supervisory Board is supposed to exclude members who serve in supervisory bodies of key competitors. This could have been the case with all three of the Supervisory Board members. However, there have been no signs of material conflicts of interest.
In this context, we refer you to the Corporate Governance Report. For further details, please see the latest report of the Supervisory Board. The reports of the Supervisory Board detail the specific work done by the board.
Collaboration between Management Board and Supervisory Board
The Management Board coordinates the company’s strategic approach with the Supervisory Board, and periodically discusses the progress made in implementing the strategy. In addition, the Management Board regularly informs the Supervisory Board about the course of business and the company’s state of affairs. It is specifically on the basis of this reporting that the Supervisory Board monitors the legitimacy, regularity, expediency and efficiency of management as conducted by the Management Board. The rules of procedure drawn up by the Supervisory Board for the Management Board list the types of transactions and actions that require approval by the Supervisory Board. Key subjects discussed and coordinated between Management Board and Supervisory Board include corporate planning, the revenue situation, the risk management, corporate finance and the corporate structure.
Berlin, 01 March 2018
The Management Board and Supervisory Board of
ACCENTRO Real Estate AG