Corporate Governance

Joint declaration of conformity with the German Corporate Governance Code by the Executive Board and the Supervisory Board of CANCOM SE in accordance with Section 161 of the German Stock Companies Act (Aktiengesetz, AktG)

The Executive and Supervisory Boards of CANCOM SE declare that, since its last declaration of conformity published on December 08, 2015, the company has been fully compliant with the recommendations of the German Corporate Governance Code issued on May 05, 2015, published in the Federal Gazette (Bundesanzeiger) on June 12, 2015. Munich, December 13, 2016 For the Board of Management, Klaus WeinmannFor the Supervisory Board, Walter Krejci

Declaration on Corporate Governance in accordance with Section 289a of the German Commercial Code (Handelsgesetzbuch, HGB)

Sustainable and responsible corporate governance has traditionally been an essential element of CANCOM’s corporate culture. The Executive Board and the Supervisory Board closely cooperate to the benefit of the corporation. The intensive and constant dialogue between the two boards forms the basis for the efficient management of the CANCOM Group.

 

Corporate Governance
Good and transparent corporate governance strengthens the confidence of investors, employees, business partners and the general public in the management and supervision of CANCOM SE. It thus forms the basis for long-term business success. The guiding principle is the most recent version of the German Corporate Governance Code. In their meeting on December 13, 2016, the Supervisory Board and the Executive Board of CANCOM SE issued the following joint declaration of conformity in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz, AktG):

The Executive and Supervisory Boards of CANCOM SE declare that, since the previous declaration of conformity issued on December 8, 2015, the company has been fully compliant with the recommendations of the German Corporate Governance Code, issued on May 5, 2015 and published in the German Federal Gazette [Bundesanzeiger] on June 12, 2015.

It is permanently displayed in the Investor Relations section of our website for public access, as are the declarations of previous years.

 

Our corporate business principles

CANCOM is aware of its role in society and its responsibility towards clients, business partners, stockholders and members of staff. With its principles, the CANCOM Code of Conduct forms the basis for responsible and law-abiding action. Under the motto Fairness first, the Code of Conduct reflects the Executive Board’s aim of reinforcing ethical standards throughout the company and of creating a working environment based on integrity, respect and fairness. The Code thus forms the basis for CANCOM’s business activities and applies throughout the whole of the CANCOM Group. With its own, group-wide compliance system CANCOM works to ensure that the Code of Conduct is adhered to by its staff, officers and directors.

 

Close cooperation between the Executive Board and the Supervisory Board

The working methods of the Executive Board and the Supervisory Board have their basis in the relevant laws, the German Corporate Governance Code, the corporate by-laws, the resolutions passed at the general meetings of stockholders of CANCOM SE, the rules of procedure for the Supervisory Board, and the rules of procedure and the schedule of responsibilities for the Executive Board.

The Executive Board manages the corporation with the aim of achieving a sustainable increase in its value. Its members bear joint responsibility for the management of the business as a whole. The members of the Executive Board work together as a team, exchanging views and keeping each other informed of significant actions or events occurring in their business divisions. The principles guiding the work between the members of the Executive Board of CANCOM SE are outlined in the rules of procedure for the Executive Board. In particular, these govern the areas of responsibility according to the schedule of responsibilities, the matters requiring the involvement of the entire Executive Board, the deputizing rules applying to the Executive Board, the rights and obligations of the Chief Executive Officer, meetings, resolutions and necessary majorities, and the type of transactions that are subject to the approval of the Supervisory Board and that are specified by the corporate by-laws of CANCOM SE. The rules of procedure for the Executive Board also include rules for reporting to the Supervisory Board. There are currently two Executive Board members.

The Executive Board provides the Supervisory Board with regular, timely and comprehensive reports on all matters of importance to the CANCOM Group concerning the business performance, key business transactions, planning, the risk situation, risk management and compliance. The Executive and Supervisory Boards discuss the strategic orientation of the enterprise and regularly assess the extent to which the strategy has been implemented.

The Supervisory Board advises the Executive Board on the management of the enterprise and oversees its activities. It appoints and discharges the members of the Executive Board and has joint responsibility with the Executive Board for ensuring that long-term successors are found. The Supervisory Board also approves the remuneration system for the Executive Board and determines the remuneration of each member of the Executive Board. In line with the corporate by-laws, the Supervisory Board of CANCOM has six members. The principles guiding the work between the members of the Supervisory Board of CANCOM SE are laid down in the rules of procedure for the Supervisory Board. These govern such things as the election of the Chairperson and Deputy Chairperson, the convening and running of meetings, the approved ways of passing resolutions and the documentation of meetings and resolutions. The rules of procedure for the Supervisory Board also provide for the forming of committees, and govern the working practices of these committees. There are currently two committees at CANCOM: the Audit Committee and the Nominating Committee. The Audit Committee, which comprises the Chairperson and two other members of the Supervisory Board, oversees the accounting process and monitors the effectiveness of the internal control system, the risk management system and the in-house audit system. It is also concerned with the audit of the annual financial statements – especially the independence of the auditor, the additional services provided by the auditor, the commissioning of the auditor, the determination of the focal points of the audit and the fee to be paid – as well as compliance matters. The extended area of responsibility of the Audit Committee also includes implementation of the German Audit Reform Act (Abschlussprüfungsreformgesetz, AReG) in line with EU regulations. The Nominating Committee comprises the Chairperson of the Supervisory Board and two additional members of the Supervisory Board. This committee meets when necessary, and suggests to the Supervisory Board suitable candidates for nomination at the general meeting of stockholders. The Chairpersons of the committees give regular reports to the Supervisory Board on the work of their committees. Details of the work of the Supervisory Board and its committees can be found in the latest report of the Supervisory Board in the annual report for 2016.

On September 18, 2015, in accordance with the German Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors Act (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst, BGleiG), the Supervisory Board set targets for the representation of women in the Executive Board and Supervisory Board, both of which have to be met by June 30, 2017. The Supervisory Board respects the objectives underlying the introduction of a quota for women’s participation in management, and places great importance on equal treatment of, and equal opportunities for, men and women. As there are no plans for new appointments to be made to the Executive Board before the deadline for achieving the targets, the representation of women on the Executive Board will remain at zero percent. As the target set was zero percent, it was met in the fiscal year 2015. The Supervisory Board has set a target of 16.67 percent for women’s participation on the Supervisory Board. This target was already met in the year under review.

In addition, on September 30, 2015, the Executive Board of CANCOM SE set a target of 25 percent for women’s participation in the first level of management below the Executive Board, and 30 percent for the second level of management, to be achieved by June 30, 2017. The targets are designed to give the corporation the flexibility necessary for the filling of management positions, and both had already been achieved in the fiscal year 2015.

 

Munich, March 2017

CANCOM SE

The Executive Board

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Beate Rosenfeld
Manager Corporate Communication