adesso SE complies with the recommendations of the German Corporate Governance Code in the version from 16 December 2019 as published in the official section of the German Federal Gazette on 20 March 2020, with the exception of the matters described below, and will continue to comply with the recommendations in future with the deviations mentioned.
Since issuing the last declaration of compliance in December 2020, adesso SE has complied with the recommendations of the German Corporate Governance Code in the version from 16 December 2019 published on 20 March 2020.
adesso has always cultivated open communication across all levels of the hierarchy. This also includes critical aspects. At the present time, the Executive Board and the Supervisory Board consider the established communication channels and contact persons as sufficient to address indications of legal violations in the company (with protection), even without a dedicated whistleblower system.
Against the background of the low number of internal and external candidates and applicants for a position on the Executive Board with responsibility for operational business areas, the Supervisory Board has not set itself any ambitious diversity targets with the current target figure 0 for the number of women on the Executive Board. An expansion or change in the Executive Board in the area of cross-sectional functions is not currently being sought.
The Supervisory Board has not specified any concrete objectives for its composition and has not developed a competence profile for the board as a whole. The Supervisory Board considers the legal and statutory provisions for its composition to be sufficient. The Supervisory Board has so far dispensed with a formal competence profile for the board as a whole due to the manageable size of the board with currently six members.
So far, no age limit has been set for members of the Supervisory Board. The Supervisory Board considers the controlling function within the framework of the procedures for the formation of the Supervisory Board and the specific shareholder structure to be sufficient.
The Chair of the Supervisory Board is not to be regarded as independent of the company and the Executive Board within the meaning of the recommendations of the Code. Nevertheless, the Supervisory Board considers the special competence of its chair as co-founder and indirect main shareholder of the company as well as the resulting personal interest position as the indirect largest shareholder of the company to be advantageous and sufficient for the supervisory tasks.
The Supervisory Board has not formed any committees beyond the Audit Committee, as the Supervisory Board’s manageable size, with currently six members, and the current size of the company and shareholding structure do not, in the Supervisory Board’s view, require the formation of further specialised committees – such as a nomination committee in particular – to date.
The Supervisory Board considers the supervision and controlling function to be given even without a regular meeting excluding the Executive Board. Rather, in the view of the Supervisory Board, the presence of the Executive Board provides an additional opportunity to receive, review and assess up-to-date information about the company.
The variable remuneration resulting from the achievement of long-term oriented goals does not exceed the share resulting from short-term oriented goals. The Supervisory Board considers the relation defined in the remuneration system for Executive Board members to be sufficient in terms of sustainable and long-term corporate development, especially since the granting of a partially share-based, long-term remuneration provides sufficient incentives for this.
Only a portion of the long-term variable remuneration amounts is paid on a share-oriented basis via the possibility to acquire share options, which only become due four years after their option issue date. The Executive Board members can also dispose of the other long-term variable remuneration amounts earlier. The system does not provide for an investment obligation predominantly in shares of the company, especially since part of the variable remuneration amounts is already granted on a share-oriented basis. The Supervisory Board considers the share-based part of the long-term variable remuneration amounts provided for in the remuneration system for Executive Board members and its incentive effect to be sufficient in terms of sustainable and long-term corporate development.
The withholding or clawback of variable remuneration is limited to share-based long-term remuneration. Cooperation between Supervisory Board and Executive Board members is characterised by regular exchange and great trust. The Supervisory Board considers legal remedies or the enforcement of any claims for damages against Executive Board members to be sufficient for unlikely justified cases.
Only the chair of the Supervisory Board is considered separately with regard to remuneration, since the work of the vice-chair in the context of Supervisory Board activities does not usually differ significantly from that of the other normal members. Thus, any remuneration in excess of this would appear unjustified for these members. In this respect, the tasks of the Supervisory Board are distributed internally along the respective competence profiles. Even before the installation of the dedicated Audit Committee, corresponding activities were assumed by members of the Supervisory Board, so that the Supervisory Board currently does not consider a separate remuneration of the members of the Audit Committee or its chair to be justified.
The remuneration of the members of the Supervisory Board in accordance with the articles of association provides for a variable portion derived from the net profit of the company and is thus not directly oriented towards the long-term development of the company.
In addition to the deviations declared above, we would like to point out for the sake of transparency that the remuneration of individual Executive Board members has not yet been determined in accordance with the new remuneration system for the members of the Executive Board passed by the Supervisory Board on 18 March 2021 and approved by the General Meeting on 27 May 2021. This concerns contracts concluded prior to the entry into force of the Act Implementing the Second Shareholders’ Rights Directive (ARUG II) and the related amended version of the GCGC. These old contracts are only adapted to the new remuneration system with a time delay, for example, in the context of a contract extension. The Commission has clarified in its explanatory memorandum to the Code that amendments to the Code do not have to be reflected in current board contracts.
Dortmund, 9 December 2021
For the Supervisory Board:
Professor Dr Volker Gruhn
Chair of the Supervisory Board
For the Executive Board: