Investor Relations

Corporate Governance / Our Guiding Principles

Our Corporate Governance Code is based on internationally and nationally recognized standards of sound and responsible company management. These also include the highest possible degree of transparency. We therefore invite you to read the section below for information about our guidelines, our risk report, as well as our company management report.

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Dr. Gert Fisahn

Dr. Gert Fisahn

Investor Relations
  • Transparency in the Capital market

    Maintaining transparency in business decisions is a top priority of the Management and Supervisory Boards of PVA TePla AG. The timely dialogue with the company’s shareholders, the capital market, and interested members of the general public aims to deliver a complete picture of our company. All relevant documents, in particular the quarterly and annual reports, documents for the Annual General Meeting, ad-hoc disclosures, press releases, financial calendars, disclosures in accordance with the Securities Trading, Act and information about our divisions, is published on a regular and timely basis and is available to the public on our website (www.pvatepla.com).

    Furthermore, analysts and institutional investors are given an opportunity to access in-depth information about the market positioning, strategy and prospects of our company as part of roadshows, conferences, the analysts’ meeting and press conference to comment on the past fiscal year, regular conference calls, and individual consultations. Interested parties can also view the relevant presentations on the PVA TePla website.

  • Shareholders

    Our shareholders exercise their rights at the Annual General Meeting. They are entitled to exercise their voting rights in person or by proxy in accordance with their instructions. The proxies are appointed by the Management Board and announced in the invitation to the Annual General Meeting. We publish the invitation documents on our website.

  • Remuneration Report

    Remuneration of the Management Board

    Members of the Management Board

    • Alfred Schopf (Chief Executive Officer), member of the Management Board since 2017, appointed until 2021
    • Oliver Höfer (Chief Operating Officer), member of the Management Board since 2013, appointed until 2021

    Basics of the Remuneration System for the Management Board

    The Management Board remuneration system at PVA TePla AG aims to incentivize long-term and sustainable company management. The remuneration of the Management Board members consists of a basic salary not based on performance, other benefits (mainly non-cash benefits from the use of a company car, subsidized contributions to health insurance and contributions to a pension fund) and performance-based, variable remuneration components in the form of bonus payments. The performance-based, variable remuneration component is different for each Management Board member and the amounts are subject to limits.

    The Supervisory Board is responsible for determining Management Board remuneration. The entire Supervisory Board determines and reviews the Management Board remuneration system on a regular basis and decides on all contracts for the members of the Management Board.

    The following bonus regulations apply to the Chief Executive Officer, Alfred Schopf, and the Chief Operating Officer, Oliver Höfer:

    1. A short-term bonus payment which is calculated as a percentage of consolidated EBIT and which is limited in terms of amount.
    2. A long-term bonus component calculated in line with PVA TePla AG’s market capitalization and limited in terms of amount.

    For Alfred Schopf, in addition to the fixed salary, a variable salary component based on the consolidated operating result (EBIT) is agreed for fiscal year year 2019 et seq., which amounts to a maximum of 1.58 times the annual fixed salary. In addition, there is a variable salary component based on a multi-year assessment basis based on the share price of the PVA TePla AG, which amounts to a maximum of EUR 500 thousand.

    For Oliver Höfer, a variable salary component based on the consolidated operating result (EBIT) for fiscal year year 2019 et seq. has been agreed, which amounts to a maximum of the annual fixed salary. In addition, there is a variable salary component based on a multi-year assessment basis based on the share price of the PVA TePla AG, which amounts to a maximum of EUR 250 thousand.

    The contracts for the members of the Management Board foresees settlement payments in the event of the premature termination of activities as member of the Management Board, the amount of which depending on contract of employment is limited up to two years’ salary (settlement cap). In the event of change of control and a subsequent premature termination of Management Board activities, the members receive remuneration which should not exceed 150% of the settlement cap.

     

    Remuneration of the Supervisory Board

    Members of the Supervisory Board

    • Alexander von Witzleben, Weimar, Chairman, member of the Supervisory Board since 2004, appointed until 2023
      Feintool International Holding AG, Lyss (President of the Administration Board)

      Member of the following other supervisory bodies:
      VERBIO Vereinigte BioEnergie AG, Leipzig (Chairman of the Supervisory Board)
      KAEFER Isoliertechnik GmbH & Co. KG, Bremen (member of the Advisory Board)
      Siegwerk Druckfarben AG & Co. KGaA, Siegburg (member of the Supervisory Board)
      Arbonia AG, Arbon/Switzerland (President of the Advisory Board and CEO)
      Artemis Holding AG, Aarburg/Switzerland (member of the Advisory Board)
       
    • Prof. Dr. Gernot Hebestreit, Leverkusen, Deputy Chairman, member of the Supervisory Board since 2008, appointed until 2023
      Warth & Klein Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Dusseldorf (partner, member of the Management Board)

      Member of the following other supervisory bodies:
      Comvis AG, Essen (Deputy Chairman of the Supervisory Board)
       
    • Prof. Dr. Markus H. Thoma, Schöffengrund, member of the Supervisory Board since 2014, appointed until 2023
      Professor of Plasma and Astronautics at the University of Giessen

      Member of the following other supervisory bodies:
      Nationales Zentrum für Plasmamedizin e.V. (member of the Board of Trustees)

    Basics of the Remuneration System for the Supervisory Board

    The remuneration of the members of the Supervisory Board is regulated in Section 14 of PVA TePla AG’s Articles of Association. Members of the Supervisory Board receive total fixed annual remuneration of EUR 25 thousand (plus any VAT owed), which is payable after the end of the respective fiscal year. The Chairman of the Supervisory Board receives twice the existing fixed remuneration and the Deputy Chairman of the Supervisory Board receives 1 times the existing fixed remuneration. Members of the Supervisory Board who did not sit on the Board for the entire fiscal year receive remuneration on a pro rata basis. Supervisory Board remuneration does not include any performance-based components.

  • Company management declaration as per Section 289a of the Compliance Declaration of the German Commercial Code 2019
    • Joint declaration of compliance made by the Management Board and the Supervisory Board of PVA TePla AG in accordance with Section 161 of the German Stock Corporation Act (AktG)

      1. Joint Declaration of Compliance Made by the Management Board and the Supervisory Board of PVA TePla AG in Accordance with Section 161 of the German Stock Corporation Act (AktG)
      2. Company Management Practices
      3. Working Method of the Management Board and Supervisory Board
      4.  Diversity Plan

      The company management of PVA TePla AG, a listed German joint stock corporation (Aktiengesellschaft – AG) domiciled in Germany, is primarily determined by the German Stock Corporation Act (AktG), the Charter of PVA TePla AG and the stipulations of the latest version of the German Corporate Governance Code.

      1. Joint Declaration of Compliance Made by the Management Board and the Supervisory Board of PVA TePla AG in Accordance with Section 161 of the German Stock Corporation Act (AktG)

      The Management Board and Supervisory Board of PVA TePla AG, domiciled in Wettenberg, Germany, hereby declare that, with the following exceptions, the recommendations of the German Corporate Governance Code of the Government Commission in its currently published version dated February 7, 2017, have been and are complied with.

      1. Item 4.1.3. Sentence 3 of the Code specifies that employees shall be granted the opportunity to make protected disclosures of legal violations within the company.

      Both PVA TePla AG, the holding company, as well as the subsidiaries of the PVA TePla Group provide for the means of reporting violations of statutory provisions outside of a protected disclosure system.

      Reason: The Management Board has no plans at present to establish a protected disclosure system. There are means for employees in our company to report any violations against statutory provisions to the works council. Consequently, these violations can be reported in confidence. In weighing up the various interests, one of the key considerations was the preponderance of risks of misuse and the creation of an atmosphere of mistrust with negative consequences for the corporate culture and employee motivation.

      1. Item 4.1.5. of the Code requires that diversity be taken into consideration when filling managerial positions at the enterprise, aiming in particular for appropriate consideration of women. The Management Board sets targets for the share of women at the two management levels below the Management Board.

      The Management Board fills managerial positions according to the professional and personal skills of the candidates, and shall take diversity into account if professional and personal skills are identical.

      Reason: At PVA TePla AG—which is purely a management and functional holding company of small and medium-sized subsidiaries in the specialist mechanical engineering sector—there is only one management level below the Management Board level. As at September 30, 2019, the share of women is 50%. In the future, the aim is to maintain the proportion of women in the management level below the Management Board at this level.

      1. Item 4.2.3 Paragraph 2 of the Code provides for orienting the compensation structure of Management Board members towards sustainable growth of the enterprise. The variable compensation elements must always be based on a multi-year assessment, which should be largely forward-looking in nature.

      For Mr. Alfred Schopf, in addition to the fixed salary, a variable salary component based on the consolidated operating result (EBIT) is agreed for the financial year 2019 et seq., which amounts to a maximum of 1.58 times the annual fixed salary. In addition, there is a variable salary component based on a multi-year assessment basis based on the share price of the PVA TePla AG, which amounts to a maximum of EUR 500 thousand. For Mr. Oliver Höfer, a variable salary component based on the consolidated operating result (EBIT) for the financial year 2019 et seq. has been agreed, which amounts to a maximum of the annual fixed salary. In addition, there is a variable salary component based on a multi-year assessment basis based on the share price of the PVA TePla AG, which amounts to a maximum of EUR 250 thousand.

      Reason: The Supervisory Board and Management Board of PVA TePla AG believe that the Management Board remuneration based on fixed, short-term, and long-term salary components is appropriate to the business environment of the Company.

      1. Item 5.1.2 Paragraph 1 of the Code sentences 1, 2 and 3 and paragraph 2 sentence 3 of the Code provides that the Supervisory Board appoints and dismisses the members of the Management Board. In the composition of the Management Board, the Supervisory Board should also pay attention to diversity. The Supervisory Board sets targets for the proportion of women on the Management Board.

      The supervisory board fills Management Board positions, in particular according to professional and personal suitability of the candidates. If the candidates are equally suitable, the Supervisory Board will take diversity into account and also pay attention to the proportion of women.

      Reason: When appointing Management Board members, the Supervisory Board will not only ensure that the persons appointed have the personal and professional qualifications and experience required for the performance of their duties. It will also seek to have the Management Board characterized by a diversity of opinions and experiences. For the current composition of the Management Board, which has only few members and currently does not include any women, the target percentage of positions held by women is defined as 0 between now and December 31, 2021. Nevertheless, in the opinion of the Supervisory Board, women should be given special consideration in view of the fact that women should also be adequately represented on management boards.

      1. Item 5.3 of the Code recommends that the Supervisory Board form committees.

      The Supervisory Board of PVA TePla AG does not have any separate committees.

      Reason: Due to the limited size of the Supervisory Board of PVA TePla AG (three members), no committees are formed. The issues for the committees as specified in Item 5.3 are dealt with by the entire Supervisory Board.

      1. Item 5.4.1 Paragraph 2 of the Code includes the requirement that an age limit and a company-specific regular limit of length of membership be set for the Supervisory Board. Furthermore, Item 5.4.1 Paragraph 3 of the Code requires that the Supervisory Board determine targets for the share of women on the Supervisory Board for the companies covered by the German Equality Act.

      The Rules of Procedure of the Supervisory Board set an age limit of 70 years for members of the Supervisory Board, but not a regular limit of length of membership. Regarding the issue of equality of men and women, when making proposals to the Annual General Meeting regarding the election of new Supervisory Board members, the Supervisory Board is guided in particular by the professional and personal skills of the candidates. In the event of equally suitable candidates, the Supervisory Board shall take diversity into account, with due consideration of the share of women.

      Reason: The Supervisory Board does not feel that a predefined limit for the maximum length of membership of the Supervisory Board is appropriate due to the associated loss of experience, expertise and efficiency, particularly as the respective term of office for Supervisory Board members stipulated by the Act specifies a clear time frame for the mandate. When making recommendations to the Annual General Meeting regarding the election of new Supervisory Board members, the Supervisory Board shall ensure not only that the appointed persons have the personal and professional skills and experience required to hold the office, but also seek to ensure that the members of the Supervisory Board have a diversity of opinions and experience. The Supervisory Board, which currently contains no women and comprises only a few members, has defined a target percentage of positions held by women of 0 between now and December 31, 2021. Nevertheless, according to the Supervisory Board, special consideration should be given to women when making proposals to the Annual General Meeting regarding the election of new Supervisory Board members, in view of the fact that women should be appropriately represented on the Supervisory Board.

      Wettenberg, November 2019

      On behalf of the Management Board:

      Alfred Schopf
      Chairman of the Management Board

      On behalf of the Supervisory Board:

      Alexander von Witzleben
      Chairman of the Supervisory Board

    • PVA TePla AG, together with its subsidiaries, engages in its business activities in accordance with the legal conditions valid at the time in question. These include the legislation in force in the country in question, the company management declaration, and the Company’s Charter. These conditions are implemented through the organizational regulations in the Company. In addition, the examples embodied by managers, open and fair communication at and between all levels in the Company as well as close, partnership-based cooperation with customers and suppliers are important conditions for our business activities. We do not use any further formal regulations above and beyond these. We currently consider this appropriate in light of the nature of our business activity—the designing of innovative high-tech systems and the associated activities (e.g. purchasing parts, generally from industrial enterprises in developed countries, low environmental risks).

      The Company’s Charter can be viewed at the following link: https://www.pvatepla.com/fileadmin/user_upload/Gruppenwebsite/downloads/pdf/PVA-Satzung-Stand-2013-e.pdf

    • Management Board

      The Management Board of PVA TePla AG defines the corporate goals, the strategic orientation, the corporate policy, as well as the Group organization. In particular, this includes control over the Group including its financial resources, the coordination and monitoring of the divisions, personnel planning, as well as the Company’s profile with respect to capital markets and the public. The Management Board informs the Supervisory Board promptly and comprehensively about all relevant plans affecting the Company. Transactions and measures that require approval of the Supervisory Board shall be presented to it in a timely manner.

      Working Method of the Management Board

      The Management Board manages the Company on its own responsibility with the aim of increasing shareholder value in the long term and achieving the specified corporate goals. It manages the business activities in accordance with the statutory regulations, the Charter and the Rules of Procedure for the Management Board, and works together with the Company’s other executive bodies in a trusting relationship.

      The Management Board specifies the long-term goals as well as the strategies for the Group, and lays down the regulations and principles for the corporate policy developed on the basis of said goals and strategies. It coordinates and controls the important activities. It specifies the portfolio, develops and deploys managers, allocates the resources and decides on the Group’s financial control and reporting activities.

      The Management Board members bear collective responsibility for overall management of the Company. Notwithstanding the overall responsibility borne by all Management Board members, the individual members manage the divisions assigned to them in accordance with Management Board resolutions on their own responsibility. The distribution of tasks among the three members of the Management Board is laid down in writing in a schedule defining the distribution of responsibilities.

      Together with the managing directors of the subsidiaries, the Management Board as a whole decides on all matters of fundamental, major significance, both in cases stipulated by law and in other cases specified as binding. The Management Board’s Rules of Procedure lay down a catalog of measures that require treatment and decision-making by the entire Management Board. There is also a catalog of business transactions that require the approval of the Supervisory Board.

      Management Board meetings, which the managing directors of the subsidiaries also attend, take place on a regular basis. These meetings are convened by the Chairman of the Management Board. In addition, any member can demand that a meeting be convened. If a unanimous vote is not required by law, the Management Board reaches a resolution with a simple majority of the votes cast. In the event of an equal division of votes, the vote of the Chairman of the Management Board is decisive. Minutes are kept of the meetings; the Chairman of the Supervisory Board receives a copy of the minutes for each meeting.

      Pursuant to the Management Board’s Rules of Procedure and the schedule defining the distribution of responsibilities, the Chairman of the Management Board is in charge of managing and coordinating the Group Management Board in particular. He represents the Company and Group in dealings with third parties and the personnel on matters which affect more than just parts of the Company or Group. He also bears particular responsibility for specific task areas pursuant to the schedule defining the distribution of responsibilities as well as for the strategic further development of the Company. In light of the low number of Management Board members, no Management Board committees have been established.

      Diversity in the Company

      The Management Board and Supervisory Board of PVA TePla AG are committed to diversity in the workforce. The PVA TePla Group believes that diversity is the foundation on which a successful, capable company is built. Diversity activities aim to bring together the right people to tackle our challenges and create a work culture that promotes motivation, performance and satisfaction among our line employees and our managers.  At PVA TePla AG—which is purely a management and functional holding company of small and medium-sized subsidiaries in the specialist mechanical engineering sector—there is only one management level below the Management Board level. As of the end of September 2019, the share of women is 50%. In the future, the aim is to maintain the proportion of women in the management level below the Management Board at this level.

      Diversity on the Management Board

      The supervisory board fills Management Board positions, in particular according to professional and personal suitability of the candidates. If the candidates are equally suitable, the Supervisory Board will take diversity into account and also pay attention to the proportion ofwomen. When appointing Management Board members, the Supervisory Board will thus not only ensure that the persons appointed have the personal and professional qualifications and experience required for the performance of their duties. It will also seek to have the Management Board characterized by a diversity of opinions and experiences. At the current time, the Management Board contains two male members and the target percentage of positions held by women has been defined as 0 until December 31, 2021. Nevertheless, in the opinion of the Supervisory Board, women should be given special consideration in the future in view of the fact that women should also be adequately represented on executive boards.

      Supervisory Board

      The Supervisory Board of PVA TePla AG consists of three members who are elected by the Annual General Meeting of the Company. Résumés of the Supervisory Board members are available at www.pvatepla.com/ueber-pva-tepla/. In accordance with the statutory regulations, the Supervisory Board monitors the Management Board in exercising its activities and managing the Company. In particular, the Supervisory Board monitors the Management Board in its critical discussion of fundamental questions relating to the Company’s focus. This involves, in particular, the annual Company planning and the preparation of the financial statements as well as fundamental topics relating to the strategic alignment and further development of the Company.

      Working Method of the Supervisory Board

      The Supervisory Board is informed in detail of the economic situation and development of the business at four ordinary meetings per year. The Supervisory Board also holds unscheduled meetings to address special events occurring within or outside the Company. No committees have been formed due to the small number of members (three).

      Organization of the Supervisory Board’s work has been laid down in writing in Rules of Procedure for the Supervisory Board. Prof. Dr. Hebestreit meets the statutory requirements of impartiality and expert knowledge in financial reporting or auditing; at least one member of the Supervisory Board must meet these requirements.

      Regular reports by the Management Board detailing key financial and performance figures of the Company enable the Supervisory Board to monitor development of the business situation. In addition to the meetings and reports, the Chairman of the Supervisory Board obtains information during regular discussions with the Management Board.

      The Supervisory Board works with the Management Board to develop a long-term succession plan for filling positions on the Management Board. The Management Board is responsible for proposing an adequate number of suitable candidates to the Supervisory Board. Management Board positions can be filled by candidates who have been developed at the Company or by people from outside the Company.

      PVA TePla AG’s long-term succession planning is based on the Company’s strategy. Candidates from within the Company will have undergone a systematic management development process comprising the following key elements:

      • Early identification of suitable candidates from different disciplines and genders
      • Systematic development of the managers by having them successfully take on roles of increasing responsibility, preferably in different businesses, regions and functions
      • Proven, successful strategic and operational vision and leadership, particularly in challenging business conditions

      Irrespective of individual criteria, the Supervisory Board firmly believes that the final decision for selecting a candidate to fill a position on the Management Board of PVA TePla AG must come from assessing each candidate as a whole person. The Supervisory Board considers the following criteria essential for the Management Board as a whole:

      • Extensive leadership experience in technical, scientific and commercial areas of activity
      • International experience based on background and/or career
      • A balanced age structure to ensure smooth succession planning and continuity in the Management Board’s activities

      The number of Management Board members reflects the areas of activity involved in managing a holding company with multiple subsidiaries. The Management Board comprises two members as of December 31, 2019.

      Transparency of Committee Members

      Due to the limited size of the Supervisory Board of PVA TePla AG (three members), no committees are formed.

      The names of the Supervisory Board members are as follows:

      Alexander von Witzleben, Chairman of the Supervisory Board

      Prof. Dr. Markus H. Thoma, Member of the Supervisory Board

      Prof. Dr. Gernot Hebestreit, Member of the Supervisory Board

      Expertise Profile of the Supervisory Board

      The Supervisory Board of PVA TePla AG is composed in a way that ensures it can provide qualified oversight and advice to the Management Board. Overall, its members should possess the knowledge, capabilities and professional experience required for the orderly performance of the tasks of a Supervisory Board in a capital-market-oriented, international company operating in the field of high-technology system engineering.

      Against this background and taking account of the recommendations and suggestions of the German Corporate Governance Code, the Supervisory Board has decided on the following goals for its composition:

      Requirements Regarding the Composition of the Overall Board

      a. Expertise Profile

      The Supervisory Board as a whole should possess the competencies that are considered relevant in view of the activities of the PVA TePla Group. In particular, this includes in-depth experience and knowledge of: the management of medium-sized international enterprises; system engineering and especially the project business involving leading global companies; R&D and especially the technologies of relevance to the Company as well as adjacent or related industries; production, sales, executive development; the key markets in which the PVA TePla Group is active; accounting and financial reporting; controlling/risk management; and governance/compliance. At least one member of the Supervisory Board must have expertise in financial reporting or auditing, and the Supervisory Board members must collectively be familiar with the relevant markets in which the Group does business.

      b. Independence and Potential Conflicts of Interest

      More than half of the Supervisory Board members should be independent as defined in Item 5.4.2 of the German Corporate Governance Code. Presently, all members of the Supervisory Board are independent. All Supervisory Board members should be free of potential conflicts of interest, especially those that can arise due to a consulting or board function with customers, suppliers, creditors, or other third parties. The Supervisory Board should not include more than one former member of the Management Board.

      c. Age, Regular Limits and Diversity

      The Rules of Procedure of the Supervisory Board set an age limit of 70 years for members of the Supervisory Board, but not a regular limit of length of membership.

      Alexander von Witzleben (Chairman) has been a member of the Supervisory Board of PVA TePla AG since 2004, Prof. Dr. Gernot Hebestreit since 2008 and Prof. Dr. Markus H. Thoma since 2014.

      The Supervisory Board does not feel that a predefined limit for the maximum length of membership of the Supervisory Board is appropriate due to the associated loss of experience, expertise and efficiency. The Chairman of the Supervisory Board, Alexander von Witzleben, has served on the Supervisory Board since 2004. All members of the Supervisory Board demonstrate, through their communications with the Management Board and generally critical approach to the Management Board’s work, that they have their own opinions on all relevant issues of company management and come to their own conclusions.

      The Supervisory Board, which currently contains no women and comprises only a few members, has defined a target percentage of positions held by women of 0 until December 31, 2021. Regarding the issue of equality of men and women, when making proposals to the Annual General Meeting regarding the election of new Supervisory Board members, the Supervisory Board is guided in particular by the professional and personal skills of the candidates. In the event of equally suitable candidates, the Supervisory Board shall take diversity into account, with due consideration of the share of women.

      Requirements Pertaining to Individual Supervisory Board Members

      a. General Requirement Profile

      Supervisory Board members should possess commercial and operational experience and general knowledge in the area of specialist engineering. Based on their knowledge, abilities, and professional experience, they should be capable of performing the duties of a Supervisory Board member in an international company. Supervisory Board members should abide by the limits of Supervisory Board mandates recommended by the German Corporate Governance Code.

      b. Availability

      Every Supervisory Board member shall ensure that he or she can devote the time needed to properly carry out his or her Supervisory Board mandate. In this context, it should be noted that at least four ordinary Supervisory Board meetings will be held annually, each of which requires appropriate preparation, and that adequate time must be set aside to review the annual and consolidated financial statements and the (Group) management report. Furthermore, additional extraordinary meetings of the Supervisory Board may be necessary to deal with special issues. The Supervisory Board should take these goals into consideration when submitting nominations for election at the Annual General Meeting. At the same time, it should focusing on ensuring the board as a whole has a complete, well-rounded expertise profile, particularly with regard to the personality, integrity, commitment, professionalism, and independence of the candidates.

      On behalf of the Management Board:

      Alfred Schopf
      Chairman of the Management Board 

      On behalf of the Supervisory Board:

      Alexander von Witzleben
      Chairman of the Supervisory Board

    • Diversity Plan for the Management Board and Supervisory Board

      The Supervisory Board of PVA TePla AG is pursuing the following plan for the composition of the Management Board, which currently (2020) consists of two people:

      The Supervisory Board considers diversity, among other factors, when assessing which individuals would best complement the other members of the Management Board. For these purposes, the Supervisory Board defines diversity as the presence of different, mutually complementary skill profiles, ages and educational, professional and life experiences in the national and international arena as well as an appropriate representation of both genders. The Supervisory Board also considers the following criteria in particular:

      • Management Board members should have extensive leadership experience.
      • The Management Board as a whole should possess technical expertise, particularly knowledge and experience in the production and sale of all types of special-purpose machines and other technical products, as well as international experience.
      • The Management Board as a whole should have extensive experience in research and development, production, sales, finance and personnel management.
      • The Supervisory Board decides which individual should fill a specific Management Board position after having considered the Company’s interests and all the circumstances of each case.

      Irrespective of individual criteria, the Supervisory Board firmly believes that the final decision for selecting a candidate to fill a position on the Management Board of PVA TePla AG must come from assessing each candidate as a whole person. The Supervisory Board considers the following criteria essential for the Management Board as a whole:

      • Extensive leadership experience in technical, scientific and commercial areas of activity
      • International experience based on background and/or career
      • A balanced age structure to ensure smooth succession planning and continuity in the Management Board’s activities

      The number of Management Board members reflects the areas of activity involved in managing a holding company with multiple subsidiaries. The Management Board comprises two members as of December 31, 2019.

      Diversity Plan for the Supervisory Board

      The Supervisory Board of PVA TePla AG, which currently (2020) comprises three people, aims for the composition of the Supervisory Board to give due consideration to the following aspects in light of the specific situation, object and size of the Company:

      All members of the Supervisory Board should be shareholder representatives with no potential conflicts of interest, especially those that can arise due to a consulting or board function with customers, suppliers, creditors, or other third parties.

      The Supervisory Board as a whole should possess experience in a multinational corporation, preferably one doing business in high-tech systems engineering. Furthermore, at least one member of the Supervisory Board must have expertise in financial reporting or auditing. The Supervisory Board members must collectively be familiar with the relevant markets in which the PVA TePla Group does business.

      The Supervisory Board will consider the need for diversity of age, education, professional background, internationality and gender when proposing election candidates to the Annual General Meeting.

  • Diversity targets

    In accordance with Section 76 Paragraph 4 of the German Stock Corporation Act (AktG), the Management Board of companies sets targets for the share of women at both management levels below the Management Board.

    Management Board resolution: The Management Board has been and will continue to be guided by the objective of making the best possible and objectively justifiable choice among candidates in the best interests of the company when filling managerial positions at the enterprise. At PVA TePla AG—solely a management and functional holding company of small and medium-sized subsidiaries in the specialist mechanical engineering sector—there is only one management level below the Management Board level. At present (September 30, 2019), the share of women is 50%. In future, the aim will be to maintain the proportion of women in the management level below the Management Board at this level.

    In accordance with Section 111 Paragraph 5 of the German Stock Corporation Act (AktG), the Supervisory Board of listed companies or companies that incorporate employee participation sets targets for the share of women on the Supervisory Board and on the Management Board.

    Supervisory Board resolution a): When making recommendations to the Annual General Meeting regarding the election of new Supervisory Board members, the Supervisory Board shall ensure not only that the appointed persons have the personal and professional skills and experience required to hold the office, but also seek to ensure that the members of the Supervisory Board possess a diversity of opinions and experience. The Supervisory Board, which currently includes no women and only a few (three) members, has currently defined a target of 0 for a certain percentage of women until December 31, 2021. In the opinion of the Supervisory Board, however, in view of the fact that women should also be adequately represented on the Supervisory Board, special consideration should be given to women when proposing the election of new Supervisory Board members to the Annual General Meeting.

    Supervisory Board resolution b): When appointing Management Board members, the Supervisory Board will not only ensure that the persons appointed have the personal and professional qualifications and experience required for the performance of their duties. It will also strive to ensure that the Management Board is characterised by a diversity of opinions and experience in the person of its members. For the composition of the Management Board, which consists of only a few members and to which no women belong at present, a target figure of 0 is defined for a certain percentage of women until 31 December 2021. Nevertheless, the Supervisory Board is of the opinion that women should be given special consideration in the selection of applicants in view of the fact that women should also be adequately represented on the Management Board.

    Statutory Targets for the Share of Women in Senior Executive Positions
    The “Act on Equal Participation of Women and Men regarding Leadership Positions within the Sectors of Private Economy and Public Service” obligates PVA TePla AG to specify targets for the share of women on the Supervisory Board, on the Management Board, as well as at the next management level, which are to be fulfilled by June 30, 2017.

    Women on the Supervisory Board
    Due to size of the company, the statutory quota does not apply to the Supervisory Board of PVA TePla AG. The Supervisory Board comprises three members. It does not currently include any women. At the present time, the Supervisory Board has not set a target for upholding flexibility with reference to professional expertise and personality for new appointments. Special consideration will be given to women when proposals are made to the Annual General Meeting regarding the election of new Supervisory Board members, in view of the fact that women should be appropriately represented on the Supervisory Board.

    Women on the Management Board
    Due to size of the company, the statutory quota does not apply to the Management Board of PVA TePla AG. The Management Board currently comprises two members. It does not currently include any women. At the present time, the Supervisory Board has not set a target for the Management Board to uphold flexibility with reference to professional expertise and personality for new appointments. In view of the fact that women should be appropriately represented on the Supervisory Board, special consideration will be given to women during the selection of candidates.

    Women at the First Executive Level
    At PVA TePla AG—which is purely a management and functional holding company of small and medium-sized subsidiaries in the specialist mechanical engineering sector—there is only one management level below the Management Board level. At present (September 30, 2019), the share of women is 50%. In the future, the aim is to maintain the proportion of women in the management level below the Management Board at this level.

  • Risk and opportunity strategy

    The risk and opportunity strategy is embedded in the corporate strategy and is designed to secure the continuation of the company as a going concern and guarantee its further development. The resulting strategy assesses the risks and opportunities of business activities. In the core activities of the company/the Group, we make a conscious decision to enter into limited and containable risks, if they make appropriate compensation likely or are inevitable. In some cases, we allocate the risks to other parties. This mainly includes concluding suitable insurance policies. This process is conducted in close cooperation with an experienced and specialized insurance broker. It is regularly reviewed for efficiency and optimized where necessary.

    Other risks, which are not related to core and support processes, are avoided as far as possible. A “Risk Manual” has been made available to the members of the Management Board and employees, which includes instructions on processes and a catalog of measures to safeguard appropriate and sustainable risk management. The manual details the specific processes involved in risk management. It aims at the completeness of all risk-related activities and measures, i.e. the identification, assessment, controlling, reporting and monitoring of risks. Based on defined risk categories, risks at divisions, operating units as well as central units are identified and assessed according to their likelihood and potential damage.

    Risk and Opportunity Management

    The risk strategy includes the same companies as those included in the PVA TePla Group. Due to the organizational structure, risk management is carried out locally in the PVA TePla AG, in the subsidiaries and business processes. The Management Board members and Managing Directors are therefore responsible for central processes of the risk management system. The main objective of the risk management system is the early recognition of risks, in order to regularly provide the Management Board with up to date information on the current risk situation within the PVA TePla Group. The duties of those in charge include developing and, where necessary, installing measures to prevent, mitigate and hedge against risks. The main risks as well as the implemented measures are regularly monitored.

    The risk reports are regularly compiled and analyzed by central risk management and checked and discussed by the Management Board and Supervisory Board. In addition to regular reporting, a reporting system has been installed within the Group to immediately report the occurrence of unexpected risks. The system also includes an annual risk inventory, in which all of the risks relevant to the Group are reported and their relevance and possible effects are assessed. Measures to reduce identified risks are defined and their implementation is monitored.

    The risk management system which also includes the compliance management system enables the Management Board to identify material risks at an early stage and to implement countermeasures. The key features of the risk management system described above are applied throughout the Group. As far as processes in financial disclosure are concerned, this means that identified risks are reviewed and assessed, particularly for their potential impact on disclosures in the respective financial reports. The idea is to provide important information at an early stage about potential changes in the fair value of assets and liabilities, possible impairments and important information to assess the necessity of forming and reversing provisions.

    The adequacy and efficiency of the risk management system is reviewed on a regular basis at Management Board level and adjusted where necessary. The Management Board and the Supervisory Board regularly determine the areas where the PVA TePla Group is to be subject to an internal audit. Where necessary, external companies are engaged for these audits.

    Opportunity management is also an integral part of Group management. The strategy process identifies and assesses the individual areas for opportunity. Just like risks, opportunities are reported and managed locally. Frequent reporting is carried out in order to identify at an early stage whether the market or the competition has developed in such a way or whether there have been occurrences within the Group that make reassessment necessary.

    Accounting-Related Internal Control and Risk Management System

    The objective of the methods and measures we have put in place is to secure the assets of the company and enhance operating efficiency. The internal control system that has been implemented is intended to ensure the reliability of accounting and reporting and to ensure compliance with internal rules as well as legal regulations and the Articles of Association. We assure the adequate separation of functions and have also implemented appropriate spans of control. Furthermore, we make sure that responsibilities do not overlap and that tasks, expertise and responsibilities are pooled. We have also integrated controls into the workflows. Key components of these structures and controls include strict compliance with the system of checks and balances for all essential accounting processes, effective and precisely defined access rights for our IT systems, spot checks of employees at all levels by the respective superior, and control over the structural and process organization including the key operational company processes within the scope of our certified quality management system. The essential features of the internal control system described above apply to all functional areas. In the accounting process, the implementation of the structural and process organization controls within the internal control system assures data integrity for the information that flows into financial reporting.

    In addition to these controls implemented in the organization, the individual functional areas are also monitored by superiors and, if applicable, the internal audit department. In this case, the internal audit department is responsible for reviewing the functioning and effectiveness of the internal control system. In order to conduct the audit, the internal audit department has comprehensive information and review rights.

    Consolidation and the Group accounting process are based on the decentralized preparation of financial statements by each of the Group companies. These financial statements are prepared and submitted according to uniform Groupwide standards and data formats. The central accounting system is connected with the ERP system through numerous interfaces.

    The entire process is controlled and verified by the central Group Accounting and Controlling department. Here, the data is also verified with regard to form and content. All of the employees involved in the process receive training at regular intervals. The parts of the internal control system relevant to financial reporting are reviewed in terms of effectiveness by the auditor as part of a risk-oriented approach.

    In conclusion, we would like to point out that neither an ICS nor a risk management system can ensure with absolute certainty that the related objectives will be achieved. Like all discretionary decisions, resolutions to implement suitable systems can also be incorrect in principle. Controls may not be adequate on a case by case basis due to simple errors or mistakes, or changes to environment variables may be recognized too late in spite of corresponding monitoring.

  • Auditor

    The consolidated financial statements of PVA TePla AG are prepared in accordance with the International Financial Reporting Standards (IFRS). The separate financial statements of PVA TePla AG comply with the German commercial law regulations. The auditors are selected in accordance with the statutory provisions at the Annual General Meeting. The Supervisory Board obtains a declaration of independence from the auditor in accordance with Item 7.2.1. of the German Corporate Governance Code.

    The financial statements for fiscal year 2019 were audited by the auditing firm “Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Frankfurt am Main”. The financial statements received unqualified audit opinions.

  • Articles of Incorporation

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PVA TePla AG
Im Westpark 10 - 12
D-35435 Wettenberg

Phone: +49 (0) 641/68690-0
Fax: +49 (0) 641/68690-800