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Corporate Governance Conformity Declaration Pursuant to Section 161 of the German Stock Corporation Act [AktG] from 27 September 2022

The management board and supervisory board of All for One Group SE declare that since the last declaration of conformity dated 27 September 2021, 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 28 April 2022, published on 27 June 2022 (hereinafter: »GCGC«), with the exceptions stated and justified in the declaration dated 27 September 2021.

They further declare ongoing current and future compliance with the recommendations of the GCGC – apart from the exceptions listed below.

The company deviates from the recommendations of the GCGC in respect of the following points:

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 based the remuneration system on GCGC speci­fications. Subject to the following explanations, the remuneration system is fully compliant with the GCGC recommendations although it does deviate from the GCGC recommendations in respect of the following two 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.«

The supervisory board appointed Paul Neumann as the chairman of the audit committee. Mr Neumann is a member of the management board of Unternehmens Invest AG, the controlling shareholder of the company. Recommendation C.10 sentence 2 of the German Corporate Govern­ance Code in its current version has therefore not complied with.

The supervisory board believes, nevertheless, that Mr Neumann is particularly suitable to chair the audit committee based on both his education and experience, and his fulfilment of 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.

The GCGC contains recommendations with regard to the implementation of the requirements in­cluded in the European Commission's proposal of 21 April 2021 for a Directive of the European Parliament and of the Council amending Directives 2013/34/EU, 2004/109/EG and 2006/43/EG and Regulation (EU) No 537/2014 as regards corporate sustainability reporting (CSRD). All for One Group SE complies with the regulations applicable under the current state of legislation. Compliance with the new requirements arising from the CSRD will be assured once the corresponding Implementation Act comes into force.

Conformity Declarations

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

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