Corporate Governance and Sustainability

Management Statement

We want CANCOM to make a contribution to sustainable business. That is why we implement measures that make a positive contribution – based on the framework of international protocols, national legislation, internal processes and on the basis of voluntary commitments.

Protection of the environment

We are already implementing measures in the fields of climate protection, energy management and waste avoidance. In the coming years CANCOM will continue to work to further reduce or compensate for the effects and influences of its economic activities.

CANCOM is making its contribution to containing the consequences of man-made climate change and to preserving the natural foundations of life and biodiversity.

Social issues

CANCOM lays the foundation for a sustainable and good workplace for all through a responsible personnel policy. We take on board the diverse perspectives of our colleagues and would like to include them in the company.

We also ensure that our suppliers comply with our principles. At the same time, CANCOM takes its commitment to society seriously and supports the community through local initiatives.

Good corporate governance

We also ensure that our internal processes support sustainable value creation. For this reason, we continually review our structures as well as our corporate management and examine how we can make our processes more sustainable and future-proof.

Many aspects of sustainability are already an integral part of good corporate governance and responsible entrepreneurship. As the Executive Board, we are directly responsible for the areas of sustainability, human resources and governance. On this page we give an overview of how we at CANCOM are working on these issues.  

 

Munich, 15 July 2020

 

Rudolf Hotter
CEO
Thomas Stark
CFO

Declaration on Corporate Governance in accordance with Sections 315d and 289f of the German Commercial Code (Handelsgesetzbuch, HGB)

Declaration on Corporate Governance

At CANCOM, sustainable and responsible corporate governance is a high priority as part of our corporate culture. The Executive Board and Supervisory Board work closely together in the interests of the Company. The intensive and continuous dialogue between the two bodies forms the basis for efficient corporate management at CANCOM.

Corporate Governance
Good and transparent corporate governance promotes the confidence of investors, employees, business partners and the public in the management and supervision of CANCOM SE. It thus forms the basis for long-term economic success. The guiding principle is the German Corporate Governance Code in its current version. At the Supervisory Board meeting on 11 December 2019, the Supervisory Board and the Executive Board resolved the following joint declaration of compliance by the Executive Board and the Supervisory Board of CANCOM SE pursuant to section 161 of the German Stock Corporation Act (AktG):

The Executive and Supervisory Boards of CANCOM SE declare that, since its last declaration of conformity dating December 11, 2018, the company has been fully compliant with the recommendations of the German Corporate Governance Code issued on February 7, 2017, published in the Federal Gazette (Bundesanzeiger) on April 24, 2017 (rectified on May 19, 2017) and will be compliant in the future. 

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

Principles of entrepreneurial action
CANCOM is aware of its role in society and its responsibility towards customers, business partners, shareholders and employees. The CANCOM Code of Conduct, with its principles, forms the basis for responsible action in compliance with the law. Under the motto „Fair, With Respect, Compliant”, the Code of Conduct reflects the Executive Board’s goal of strengthening ethical standards throughout the Company and creating a working environment based on integrity, respect and fairness. The Code of Conduct thus forms the basis for CANCOM’s entrepreneurial activities and applies throughout the CANCOM Group. With its own Group-wide compliance system, CANCOM works towards ensuring that its employees and executive bodies comply with the Code of Conduct.

Close cooperation between the Executive Board and the Supervisory Board

The working methods of the Executive Board and Supervisory Board are based on the relevant laws, the German Corporate Governance Code, the articles of association and resolutions passed by the Annual General Meeting of CANCOM SE, the rules of procedure for the Supervisory Board, and the rules of procedure and schedule of responsibilities for the Executive Board.

The Executive Board manages the company with the aim of creating sustainable value. The members bear joint responsibility for the entire management of the company. The members of the Executive Board work together as colleagues, exchange information and keep each other informed about important measures and events in their business areas. The principles of cooperation between the Executive Board of CANCOM SE are summarised in the Rules of Procedure for the Executive Board. In particular, these govern the matters reserved for the entire Executive Board, the rules of representation applicable to the Executive Board, the rights and duties of the Chairman of the Executive Board, the provisions on convening and holding meetings, the adoption of resolutions and the required majority for resolutions, and the type of transactions that are subject to the approval of the Supervisory Board. In addition, the rules of procedure for the Executive Board and, together with the Executive Board, must ensure a long-term succession. Furthermore, the Supervisory Board decides on the remuneration system for the members of the Executive Board and determines their respective remuneration. The CANCOM Supervisory Board consists of six members in accordance with the Articles of Association. The principles of cooperation between the Supervisory Board of CANCOM SE are laid down in the Rules of Procedure for the Supervisory Board. These govern, among other things, the election of the Chairman and his deputy, the convening of meetings and their procedure, the permitted methods of passing resolutions and the documentation of meetings and resolutions. In addition, the rules of procedure for the Supervisory Board provide for the formation of committees and regulate their working methods. CANCOM currently has two committees: the Audit Committee and the Nomination Committee. The Audit Committee, which consists of the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board and another member of the Supervisory Board, is responsible for monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, the audit of the financial statements, in particular the independence of the auditor, the additional services provided by the auditor, the commissioning of the audit to the auditor, the determination of key audit areas and the fee agreement, and compliance. In addition, the Audit Committee’s extended remit also includes the implementation of the provisions of the Audit Reform Act (EU Regulation). The Nomination Committee consists of the Chairman and Deputy Chairman of the Supervisory Board and one other member of the Supervisory Board. The Nomination Committee meets as required and proposes suitable candidates to the Supervisory Board for its election proposals to the Annual General Meeting. The committee chairmen report regularly to the Supervisory Board on the work of the committees. The work of the Supervisory Board and its committees can be found in the current report of the Supervisory Board in the 2019 Annual Report.

Target figures for the proportion of women
In accordance with the German Act on the Equal Participation of Women and Men in Management Positions in the Private Sector and in the Public Sector, the Supervisory Board set the target for the proportion of women on the Executive Board and on the Supervisory Board for the first time on 18 September 2015, with a deadline for achieving it in each case on 30 June 2017. On June 20, 2017, the Supervisory Board set a target for the proportion of women on the Executive Board and Supervisory Board with a deadline of June 30, 2022.

The Supervisory Board respects the objectives pursued with the introduction of a quota for women and attaches great importance to equal treatment and equal opportunities for men and women. The filling of positions on the Executive Board and Supervisory Board should be based on the well-being of the company. The Supervisory Board is of the opinion that this can be achieved first and foremost by attaching great importance to the special competence and qualifications of the persons concerned. The proportion of women on the Executive Board should be maintained at zero percent. In view of the target figure of zero percent, this was achieved in the year under review. The Supervisory Board has set a target of 16.67 percent for the proportion of women on the Supervisory Board. This target was also met in the 2019 reporting year.

In addition, the Executive Board of CANCOM SE resolved for the first time on 30 September 2015 to set a target of 25 percent for the proportion of women in the first management level below the Executive Board and a target of 30 percent for the proportion of women in the second management level below the Executive Board, in each case by 30 June 2017. On June 30, 2017, the Executive Board set a target for the proportion of women in the first and second management levels below the Executive Board until June 30, 2022 in each case. The proportion of women in the first and second management levels below the Executive Board is to be maintained at 25 percent in the first level and 30 percent in the second. The above-mentioned targets for the proportion of women in the two management levels below the Executive Board were already achieved in the 2019 reporting year.

Description of the Diversity Concept
When selecting suitable candidates for the Supervisory Board, the Supervisory Board is also guided by the diversity concept for the Supervisory Board and the Executive Board with reference to Section 289f (2) No. 6 of the German Commercial Code (HGB), in addition to the described quota of women, the targets set by the Supervisory Board for the composition of the Board and the competence profile. The diversity concept is intended to promote the diversity of different perspectives, life experiences and biographies in the Supervisory Board and the Executive Board. It also complies with the CANCOM Code of Conduct, which is binding for the entire CANCOM Group and does not tolerate any discrimination on the basis of age, disability, origin, gender, political views, religion, ideology or sexual orientation.
The objective pursued by the diversity concept for the Supervisory Board is to ensure that qualified monitoring of the Executive Board and its advisory support is guaranteed at all times. To this end, the Supervisory Board strives for a diverse composition of the Supervisory Board body in the case of replacements and new appointments, while ensuring that the professional qualifications are appropriate. To this end, the targets set by the Supervisory Board for its composition in accordance with Recommendation C.1 of the German Corporate Governance Code and the target figure for the proportion of women on the Supervisory Board set in accordance with Section 111 (5) of the German Stock Corporation Act (AktG) also describe the concept by which the Supervisory Board as a whole aims to achieve a diverse composition (diversity concept in relation to Section 289f (2) No. 6 of the German Commercial Code (HGB)).
For the Executive Board, the diversity concept specifically aims to achieve the most suitable and promising composition of the entire Executive Board. When appointing members of the Executive Board, competence, qualification and aptitude are the decisive criteria for the appointment. In the case of equally qualified candidates, the criterion of diversity is particularly appreciated.
In the 2019 reporting year, the diversity concept for the Supervisory Board was implemented through the Supervisory Board’s proposal policy to the Annual General Meeting. The composition of the Supervisory Board in the 2019 reporting year was in line with the objectives pursued for the composition of the Board and thus also with the diversity concept. The diversity in the composition of the Executive Board in the 2019 reporting year is reflected in particular in the different professional careers, areas of activity and individual experience horizons. When assessing the current diversity in the Executive Board, it should be borne in mind that the Executive Board of CANCOM SE consisted of three members in the 2019 reporting year and had two members at the time of this declaration.

Munich, Germany, April 2020

CANCOM SE
The Executive Board

Policies and Guidelines

Our approach to governance and sustainability is defined by central guidelines and policies, which you can download here.

 

Global Human Rights Policy Diversity and Inclusion Policy
Code of Conduct 

 

Further information on sustainability, governance and social issues can be found in our Group non-financial reports, which you can access here.

Rules of procedure of the supervisory board

The German Corporate Governance Code in the version dated December 16, 2019, recommends that the rules of procedure of the supervisory board be published (recommendation D.1). You can find the rules of procedure of the supervisory board here (German version): rules of procedure of the supervisory board.

The German Corporate Governance Code can be found at www.dcgk.de/en.

Update of the joint declaration of compliance with the German Corporate Governance Code issued by the Executive Board and Supervisory Board of CANCOM SE pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz, AktG)

Each year, the Management Board and Supervisory Board issue a joint declaration of compliance in accordance with section 161 of the German Stock Corporation Act (AktG). Here you will find our declarations of compliance from the past years.

Current, updated Declaration of Conformity

Update of the joint declaration of compliance of the Executive Board and Supervisory Board of CANCOM SE pursuant to section 161 of the German Stock Corporation Act on the German Corporate Governance Code

Pursuant to section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of CANCOM SE issued their annual declaration of compliance with the recommendations of the German Corporate Governance Code (GCGC) in the version dated 7 February 2017, published in the Federal Gazette (Bundesanzeiger) on 24 April 2017 (corrected on 19 May 2017), on 11 December 2019. This declaration is updated as follows:

The Executive Board and Supervisory Board of CANCOM SE declare in accordance with section 161 of the German Stock Corporation Act (AktG) that since last year’s declaration of conformity of 11 December 2018, the recommendations of the German Corporate Governance Code in the version dated 7 February 2017, published in the Federal Gazette on 24 April 2017 (corrected on 19 May 2017), have been complied with and will be complied with in the future, with the exception of recommendation 5.4.3 sentence 2 and recommendation 7.1.2 sentence 3.

Rationale
According to Recommendation 5.4.3 sentence 2 of the GCGC of 7 February 2017, an application for the court appointment of a member of the Supervisory Board representing the shareholders should be limited in time until the next Annual General Meeting. The Executive Board and the Supervisory Board of CANCOM SE deviated from this recommendation in their application to the Munich District Court on 5 March 2020 to appoint Ms Regina Weinmann as a member of the Supervisory Board by court until the end of the Annual General Meeting that resolves to formally approve the actions of the members of the Supervisory Board for the financial year 2023. The decision not to apply for the court appointment of Ms. Weimann in accordance with the recommendation of the GCGC was taken because Ms. Weinmann had been elected as a member of the Supervisory Board of CANCOM SE by the shareholders present at the Annual General Meeting of CANCOM SE on 26 June 2019 with an approval rate of more than 95 percent for the period until the end of the Annual General Meeting that resolves to formally approve the actions of the members of the Supervisory Board for the 2023 financial year. The court appointment had now been applied for, as Ms. Weinmann had resigned from the Supervisory Board for personal reasons as of 31 December 2020 and, following her resignation, another member of the Supervisory Board was significantly understaffed. Since the reasons for Ms. Weinmann’s resignation had ceased to apply in the meantime, she had received strong shareholder approval for the exercise of a full term of office in the previous year’s election, and since it appeared necessary to fill at least one of the two vacant positions quickly in order to ensure the proper performance of the Supervisory Board’s duties, the Board of Management and Supervisory Board decided to apply for the court appointment of Ms. Weinmann until the end of the original term of office.

According to recommendation 7.1.2 sentence 3 of the GCGC of 7 February 2017, the consolidated financial statements and the Group management report should be made publicly accessible within 90 days of the end of the financial year, and the mandatory financial information during the year within 45 days of the end of the reporting period. The consolidated financial statements and the Group management report for the 2019 financial year of CANCOM SE and the CANCOM Group were published on 30 April 2020. The spread of the corona virus and the associated impairments, as well as the first-time audit of the annual financial statements by the newly appointed auditors of the auditing firm KPMG, made it necessary to postpone the publication of the financial statements until after the 90-day period had expired. The postponement of the publication of the Group report resulted in delays in the preparation of the financial information for the first quarter of 2020. Due to the continuing adverse effects of the corona protection measures, CANCOM has decided to publish the report for the first quarter of 2020 on 18 June 2020.

The Executive Board and the Supervisory Board of CANCOM SE plan to comply with the above recommendations again in the future, as the above recommendations are also included with the same content in the new version of the GCGC dated 11 December 2019, published in the Federal Gazette on 20 March 2020, as sub-item C.15 sentence 2 and F.2.

 

Munich, 8 June 2020

 

For the Executive Board For the Supervisory Board
Rudolf Hotter Dr. Lothar Koniarski

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