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Corporate Governance Statement

Corporate Governance Report

The corporate governance statement serves as a central element of reporting on corporate governance in the All for One Group. In addition to the declaration of conformity to the recommendations of the German Government Commission for the German Corporate Governance Code, the corporate governance statement also contains the points explained in more detail below.

Corporate Governance Conformity Declaration Pursuant to Section 161 of the German Stock Corporation Act [AktG] from 27 September 2021

The management board and supervisory board of All for One Group SE declare that since the last declaration of conformity dated 29 September 2020, All for One Group SE has complied with the recommendations of the German Government Commission for the German Corporate Governance Code in the version dated 16 December 2019, published on 20 March 2020 (hereinafter: „GCGC“), with the exceptions stated and justified in the declaration dated 29 September 2020 and in the updates to the declaration of conformity dated 27 January and 5 May 2021.

They further declare that the recommendations of the GCGC – apart from the following exceptions – are currently being complied with and will continue to be complied with in the future.

The following points deviate from the recommendations of the GCGC:

In the annual general meeting on 11 March 2021, the management and supervisory boards of All for One Group SE proposed a remuneration system for the management board, which was approved by the annual general meeting. The supervisory board has based the remuneration system on specifica­tions of the GCGC. Subject to the following explanations, the remuneration system is fully compliant with the GCGC recommendations. The remuneration system does, however, deviate from the GCGC recommendations in respect of the two following issues.

G.6:

The share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets.

Given that the supervisory board can specify a relatively low base salary for a member of the management board, it believes it should be authorised in such instances to offer the relevant member of the management board, even at short notice, attractive remuneration subject to appropriate targets being met. The multi-year performance-based remuneration system is not suitable for such reward as it specifies a four-year waiting period for payment. Our procedure still complies with the caps specified in the remuneration system.

G.10 Sentence 1:

Taking the respective tax burden into consideration, Management Board members’ variable remuneration shall be predominantly invested in company shares by the respective Management Board member or shall be granted predominantly as share-based remuneration.

The supervisory board does not believe that share-based elements of the remuneration system are appropriate for providing adequate incentive for management board members to implement the corporate strategy and to ensure alignment of the interests of management board and shareholders. The supervisory board believes that the performance criteria specified in the remuneration system, especially the target criterion of a cumulative dividend for the Long Term Incentive, and the authorisation of the supervisory board to specify further individual target criteria for each member of the management board are sufficient.

C.10 Sentence 2:

The Chair of the Supervisory Board, the Chair of the Audit Committee, as well as the Chair of the committee that addresses Management Board remuneration, shall be independent from the company and the Management Board. The Chair of the Audit Committee shall also be independent from the controlling shareholder.

D.4 Sentence 1:

The Chair of the Audit Committee shall have specific knowledge and experience in applying accounting principles and internal control procedures, shall be familiar with audits, and shall be independent.

The supervisory board appointed Paul Neumann as the new chairman of the audit committee. Mr Neumann is a member of the management board of Unternehmens Invest AG, the controlling shareholder of the company. The recommendations C.10 sentence 2 and D.4 sentence 1 of the German Corporate Governance Code in its current version are therefore no longer complied with.

In the opinion of the supervisory board, Mr Neumann is nevertheless particularly suitable for the chairmanship of the audit committee due to both his education and experience and fulfils all other requirements. Due to Mr Neumann's work on the supervisory board, which has always been carried out with integrity, and the further composition of the audit committee with independent supervisory board members, the supervisory board sees no increased risk of conflicts of interest.

Conformity Declarations

Here you can find the current conformity declaration and conformity declarations from past years.

OPERATING PROCEDURES FOR THE MANAGEMENT AND SUPERVISORY BOARDS; COMPOSITION AND OPERATING PROCEDURES FOR THEIR COMMITTEES

The management and supervisory boards work together closely and in an atmosphere of trust in the interests of the company. The chairman of the supervisory board coordinates the board's work and chairs its meetings. The supervisory board has also appointed committees. The management board generally attends supervisory board meetings, submits written and verbal reports on individual agenda items and proposals for resolution, and answers any questions posed by supervisory board members. The supervi­sory board also meets regularly in the absence of the management board.

Pursuant to Article 7 of the company's statutes, the supervisory board appoints the members of the man­agement board and determines the rules of procedure and delegation of responsibilities for the manage­ment board. The chairman of the supervisory board decides whether management board members should attend supervisory board meetings. The supervisory board has also determined rules of procedure for itself and for its committees. In its report to the annual general meeting each year, the supervisory board discusses its activities and those of its committees. We provide information on the members and the chair­man of the supervisory board committees under Management & Supervisory Boards. There are no committees at management board level.

The supervisory board has defined specific objectives governing its composition and has drawn up a corresponding skills set for the board as a whole. The skills set also contains the diversity objectives. It forms the basis for all election proposals submitted to the annual general meeting. The objectives and skills set can be found under Management & Supervisory Boards. It also reports on the status of implementation of the objectives set.

When proposing candidates for election to the supervisory board, the supervisory board generally con­siders an age limit of 70 years at the time of election. In the case of nominations for re-election of a supervisory board member, an age limit of 75 years at the time of re-election applies as a general rule.

The shareholder representatives on the supervisory board have determined what they consider to be an appropriate number of independent shareholder representatives on the supervisory board, taking into account the company's ownership structure. The supervisory board in its current composition corresponds to this determination. The number and names of the independent shareholder representatives can be found under Management & Supervisory Boards.

In its assessment of independence, the supervisory board has examined in detail the indicators listed in the current version of the German Corporate Governance Code (»Code 2020«). None of the indicators listed in the Code raise any objections to the supervisory board's assessment of independence. No other reasons are apparent that contradict this assessment. The only point requiring further explanation is the classification of supervisory board member Peter Fritsch as »independent« of the company and its man­agement board. Peter Fritsch is considered to be independent despite his current membership of the company's supervisory board of 19 years (and thus longer than 12 years, as of Sep 2020). In his role as a member of the supervisory board, Peter Fritsch has never given cause to doubt that he has always fulfilled his duties on the supervisory board in a dutiful and proper manner. The other shareholder representatives on the supervisory board are therefore convinced of his impartiality. Furthermore, neither Peter Fritsch himself nor any close family member of the supervisory board member has ever been a member of the management board of the company, nor is he currently. There were and are no significant business relationships between Peter Fritsch and the company or any of its dependent companies.

The supervisory board regularly assesses the effectiveness of the performance of its duties as a whole and its committees. Self-assessment is based on a specific catalogue of criteria that the supervisory board has drawn up for self-assessment.

The supervisory board has set the age limit for the initial appointment or reappointment of members of the management board at a maximum of 67 years.

The supervisory and management board consult with each other on the timing and appropriate measures to ensure that the management board positions are properly filled in the long term. Particular attention is paid to outstanding professional qualifications, experience in the industry, many years of management experience and personal suitability. The diversity targets set for this purpose are taken into account.

DIVERSITY STRATEGY

The key criteria we look out for when filling vacancies and jobs are qualifications, professional competence and »cultural fit«. Likewise, we promote equal opportunities for men and women in management and strive to include a reasonable proportion of women. At management level, for example, we offer part-time models to improve the work-life balance, as well as generally allowing flexible working independent of fixed times and locations and also helping with the identification and selection of individual childcare models. We also run special recruiting campaigns to appeal specifically to female applicants.

When composing the management board, the supervisory board evaluates potential candidates from both a personal and professional perspective with particular focus on criteria such as familiarity with the industry, experience, professional expertise or international experience. Candidates proposed to the annual general meeting for election to the supervisory board are selected on the basis of the skill set defined for the supervisory board and the objectives set by the supervisory board with regard to the composition of the board as a whole.

Diversity – Achievement of our Targets

As part of the continued implementation of our strategy offensive 2022, we have also further developed our management structure. This has led to changes in the second and third management levels in the financial year 2019/20. As a result, the actual figures as at 30 September 2020 can only be compared with the actual figures for previous years to a limited extent.


Share of women in %
Target
2019/20
Actual
30.09.2020

Comparison
Actual
30.09.2019
Actual
30.09.2018
Supervisory board 17 17 Achieved 17 17
Management board 20 0 Not achieved 0 0
Second-level management 10 31 Achieved 0 0
Third-level management 20 15 Not achieved 18 18
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Archive: Corporate Governance Statements

Here you can find both current and past corporate corporate governance statements.

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