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.

Your Contact

Dr. Gert Fisahn

Investor Relations

+49 641 68690 0

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

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

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

Remuneration of the Supervisory Board

The remuneration of the members of the Supervisory Board is regulated in Section 14 of the company’s articles of association. In accordance with this provision, the remuneration of the Supervisory Board in the past fiscal year 2018 amounted to EUR 100 thousand. Members of the Management Board and of the Supervisory Board did not receive share options during fiscal year 2018.
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)
  
  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 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.
  
  2. 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 percent. In future, the aim will be to maintain the proportion of women in the management level below the Management Board at this level. 
  
  3. 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 Alfred Schopf, a variable salary component has been agreed for the 2019 and subsequent financial years, in addition to the fixed component, based on the consolidated operating result (EBIT), which amounts to a maximum of 1.58 times the annual fixed component. In addition, there is a variable salary component based on the share price of PVA TePla AG on a multi-year assessment basis, which amounts to a maximum of EUR 500 thousand. For Oliver Höfer, a variable salary component based on the operating result (EBIT) has been agreed for the 2019 and subsequent financial years, which amounts to a maximum of the annual fixed salary. In addition, there is a variable salary component based on the share price of PVA TePla AG on a multi-year assessment basis, 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.
  
  4. 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 Executive 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 occupies board positions, in particular according to professional and personal suitability of the candidates. If equally suitable, the Supervisory Board will take diversity into account and also pay attention to the proportion of women.
  
  Reason: When appointing members of the Management Board, the Supervisory Board will not only ensure that the persons appointed have the personal and professional qualifications and experience required to perform their duties. It will also seek to have the Managment Board characterized by a diversity of opinions and experiences. For the current composition of the Board, which has only few members and currently does not include any women, the target of 0 is defined as at December 31, 2021 for a certain percentage of women. 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 executive boards.
  
  5. 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.
  
  6. Item 5.4.1 Sentence 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 Sentence 4 of the Code requires that the Supervisory Board determine targets for the share of women for the companies covered by the German Equality Act
  
  The Rules of Procedure of the Supervisory Board set an age limit 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 particularly guided by 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
  
  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 timeframe for the mandates. 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. For a specific quota of women, the Supervisory Board, which currently contains no women and comprises only a few members, shall define a target 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 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 Corporate Governance Code, and the Company’s Articles of Association. 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).
- 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 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 the Company’s value in the long term and achieving the specified corporate goals. It manages the business activities in accordance with the statutory regulations, the Articles of Association 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, distributes the resources and decides on the Group’s financial control and reporting activities.
  
  The Management Board members bear collective responsibility for the entire management. 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.
  
  Supervisory Board
  
  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.
  
  The Supervisory Board of PVA TePla AG comprises three members, who are informed in detail of the economic situation and development of the business at four ordinary meetings per year. In light of the number of members, no committees have been formed. Organization of the Supervisory Board’s work has been laid down in writing in Rules of Procedure for the Supervisory Board. Dr. Hebestreit meets the statutory requirements of impartiality and expert knowledge in the fields of accounting or auditing of financial statements; 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 Goals of the Supervisory Board Regarding Its Composition
  
  The Supervisory Board should be 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 decides 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 some leading global companies; R&D and especially the technologies of relevance to the company as well as contiguous or related industries; production, sales, executive development; the key markets in which the PVA TePla Group is active; bookkeeping and accounting; controlling/risk management, and the field of governance/compliance. At least one member of the Supervisory Board must have expertise in the areas of accounting or financial statements, and the Supervisory Board members must collectively be familiar with the relevant markets in which the Group is active.
  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 and 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. 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. 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 fulfilling the tasks of a Supervisory Board member in an international company. Generally speaking, Supervisory Board members should abide by the limits of Supervisory Board mandates recommended by the German Corporate Governance Code under Item 5.4.5.
  b. Availability
  Every Supervisory Board member shall ensure that he or she can devote the expected expenditure of time for the orderly execution of the 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 completing the expertise profile of the board as a whole, particularly with regard to the personality, integrity, commitment, professionalism, and independence of the candidates.
  
  The Supervisory Board examines the efficiency of its own work as part of a structured self-evaluation at least once a year.
  
  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

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.

Conversely, other risks that 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. This 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, and central units are identified and assessed according to their likelihood and potential damage.

Risk Management

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 PVA TePla. The Management determines the limits for the reporting structure. 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 risk are defined, and their implementation is monitored.

The risk 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 the Management Board level and adjusted where necessary.

In 2007, an internal audit system was also established. An auditing firm was commissioned to set this up. The Management and Supervisory Boards agreed to a medium-term plan, according to which all divisions of the PVA TePla Group will be systematically audited.

Internal control and risk management system for the group financial disclosure process: 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, the use of uniform Group-wide reporting and forms, 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 the internal audit department. 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 financial statements are consolidated in cooperation with an appropriately qualified external service provider (auditor). 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 internal control system 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 2018 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

Risk Management