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.
- Transparency in the Capital market
- Shareholders
- Remuneration Report
- Company management declaration as per Section 289a of the Compliance Declaration of the German Commercial Code 2020
- Declaration by the Management and the Supervisory Board
- Company Management Practices
- Working Method of the Management and Supervisory Board
- Diversity
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Company diversity
The Management Board and Supervisory Board of PVA TePla AG are committed to variety and diversity among the company’s employees, who create the foundations for a high-performing and successful PVA TePla Group. Activities aim to bring together the right people to address the challenges we face and to create a workplace culture that bolsters the performance, motivation and satisfaction of our employees and 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. The share of women in September 2020 was 40 percent. The aim in the future is to maintain or increase this share of women at the management level below the Management Board.
Diversity on the Management Board
The Supervisory Board fills Management Board positions primarily according to the professional and personal skills of the candidates. In the event of equal skills, the Supervisory Board shall take diversity into account, with due consideration of the share of women. When appointing Management Board members, the Supervisory Board shall thus 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 Management Board have a diversity of opinions and experience. The Management Board currently has three male members and one woman. This puts the share of women on the Management Board at 25%. The target for the share of women was set at 0 until December 31, 2021.
Diversity on the Supervisory Board
The Supervisory Board, which currently contains no women and comprises only a few members, has defined a specific target of 0 for the quota of women between now and 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.
Management Board Diversity Concept
The Supervisory Board of PVA TePla AG follows the following concept regarding the composition of the Management Board, which currently (2021) comprises four persons:
The Supervisory Board also takes diversity into account when considering who would represent the best addition to the Management Board. Diversity is here taken by the Supervisory Board to refer to complementary professional profiles and career, educational and life experiences, including internationally, as well as age and fair gender representation. As part of this, the Supervisory gives particular consideration to the following:
- Management Board members should have many years of management experience.
- The Management Board as a whole should possess technical expertise, in particular regarding knowledge and experience of manufacturing and marketing all kinds of special machinery and other technical products, as well as international experience.
- The Management Board as a whole should have many years of experience in research and development, production, sales, finance and personnel management.
- The Supervisory Board decides who is to occupy a specific Management Board position, taking into account the interests of the company and all circumstances in the individual case in question.
In the fiscal year 2020, the points regarding the diversity concept described above were taken into account when appointing members to the Management Board: One woman was appointed to the Management Board and one new member is far younger than the other Management Board members.
Regardless of individual criteria, the Supervisory Board firmly believes that, ultimately, appointments to PVA TePla AG’s Management Board must be based chiefly on a holistic assessment of the individual person. As a whole, the Supervisory Board considers the following criteria essential for the Management Board:
- Several years of management experience in scientific, technical and commercial fields
- International experience due to background and/or professional work
- A balanced age structure to ensure continuity of the Board’s work and smooth succession planning
The number of Management Board members is based on the fields of work required to manage a holding company with multiple subsidiaries. The Management Board comprises four members as of December 31, 2020.
Supervisory Board Diversity Concept
Given the company-specific situation, the business purpose and the size of the company, the Supervisory Board of PVA TePla AG, which currently (2020) comprises three persons, aims for a Supervisory Board composition that takes account of the following elements:
On the part of shareholders, all persons represented on the Supervisory Board 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 as a whole should be able to demonstrate experience in an international company, ideally in the area of high-tech system engineering. In addition, at least one member of the Supervisory Board must have expertise in accounting or the auditing of financial statements. The members of the Supervisory Board must collectively be familiar with the relevant markets in which the PVA TePla Group is active.
When submitting nominations to the Annual General Meeting, the Supervisory Board will continue to give due consideration to diversity in terms of age, educational and professional background, internationality and the percentage of women.
- Risk and opportunity strategy
The PVA TePla Group’s policy on risks and opportunities reflects the Group’s commitment to achieving sustainable growth and increasing shareholder value while simultaneously managing appropriate risks and opportunities and avoiding inappropriate risks. Risk management is an integral part of planning and implementing the business strategy.
The divisions of the PVA TePla Group are exposed to an array of risks that are inextricably linked to corporate activities. Risk is understood to be the possibility of the PVA TePla Group’s events or activities jeopardizing the ability of the Group or one of its divisions to reach its targets. At the same time, it is also important for the PVA TePla Group to identify opportunities for the company, take advantage of these opportunities and reinforce the Group's competitive position. Risks and opportunities are not offset against one another. The main risks and opportunities are described below.
Risk and Opportunity Management
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 that are not linked to core or support processes, on the other hand, are avoided where possible. To ensure this, managing directors and employees have access to a “risk manual” that sets out procedures for proper, forward-looking risk management. The manual covers specific risk management processes. It is aimed at all risk-related activities and measures, i.e. identifying, measuring, managing, reporting and monitoring risks. As part of this, risks facing the divisions, the operating units and central areas are identified using defined risk categories and assessed in terms of how likely they are to occur and their potential damage.
Risk and Opportunity Management
The scope of risk management 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 early recognition of risks is a key element of the risk management system and is intended to regularly provide Management Board members 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. Those responsible regularly monitor the main risks and the countermeasures implemented. 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. Public reporting is done on a quarterly basis, but the ad-hoc reports can also be used in addition to the regular reporting process if necessary to address relevant topics in a timely manner.
The risk management system also includes an annual risk inventory, in which all of the risks relevant to the PVA TePla 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. As for risks, public reporting for opportunity management is also done on a quarterly basis, but the ad-hoc reports can also be used in addition to the regular reporting process if necessary to make relevant topics public in a timely manner.
Accounting-Related Internal Control and Risk Management System
The objective of the methods and measures 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. The adequate separation of functions is ensured and appropriate spans of control have been implemented. Furthermore, it is ensured that responsibilities do not overlap and that tasks, expertise and responsibilities are pooled. Controls have also been integrated 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 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 the 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 Group-wide 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
- Downloads
- Charter
- Company Management Practices
- Rules of Procedure of the Supervisory Board
- Archive: Corporate Governance Statement
- Archive: Declaration of compliance
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Charter - only in German
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Only in German
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only in German