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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 29 September 2020

The Management Board and Supervisory Board of All for One Group SE declare that since the last declaration of compliance dated 22 September 2019, 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 7 February 2017 with the exceptions stated and justified in the declaration dated 22 September 2019 and in the update to the declaration of compliance dated 5 February 2020.

They further declare that the recommendations of the German Corporate Governance Code in the version dated 16 December 2019, published on 20 March 2020, are currently being complied with – subject to the following explanation – and will continue to be complied with in the future.

Determining the remuneration system, total remuneration and the total amount of variable remuneration components as well as benefits granted at contract termination and taking into account intra-group and non-group Supervisory Board remuneration.

It is intended to take these recommendations into account in future when concluding, extending or amending the contracts of members of the Management Board.

Conformity Declarations

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

Compensation Report

The system of compensating the management board is explained in the compensation report. The com­bined management report also includes a detailed discussion of the individual compensation paid to man­agement and supervisory boards, with separate indication of fixed and variable components and also benefits granted and allocations. The disclosure of management board compensation is currently (as at Sep 2020) still compliant with the recommendations of the German Corporate Governance Code from the year 2017. The recommendations of the new version of the German Corporate Governance Code (»Code 2020«) published at the beginning of 2020 will be taken into account in the course of the first-time appli­cation of Section 162 German Stock Corporation Act [AktG], revised as of 1 January 2020, on man­agement board compensation for the financial year 2020/21. The structure of the compensation system is subject to regular review.

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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