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Declaration of Conformity of the Management Board and the Supervisory Board of Francotyp-Postalia Holding AG with the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
The Management Board and the Supervisory Board of Francotyp-Postalia Holding AG declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the Company has complied with the recommendations of the German Corporate Governance Code in the version of 16 December 2019 („GCGC“) since the last declaration of conformity was issued on 17 January 2021 and will continue to do so in future with the exception of the deviations set out below.
A.1: Consideration of diversity when filling executive positions
Internal company guidelines ensure that executive positions are filled without discrimination. However, no specific attention is paid to diversity when filling executive positions.
B.1: Observance of recommendations concerning diversity in the composition of the Management Board
The Supervisory Board would welcome a female or diverse member of the Management Board and would give them priority in the event of equal suitability. However, in the view of the Supervisory Board, gender and diversity are not dominant selection criteria for selecting Management Board members. Accordingly, the Supervisory Board has set a target of 0% for the percentage of women on the Management Board.
B.3: Duration of first-time appointments of Management Board members
In deviation from the recommendation to limit the terms for first-time appointments of Management Board members to three years, the Supervisory Board considers a standard term of four years for first-time appointees to be in the interest of stability and continuity of Management Board membership. Moreover, the Supervisory Board determines the appropriate term of appointment on an individual basis. Therefore the appointments of individual members can, as in the past, be made for a duration of less than four years.
C.1: Observance of recommendations concerning diversity in the composition of the Supervisory Board
The Supervisory Board would welcome a female or diverse member of the Supervisory Board and would give them priority for nomination in the event of equal suitability. However, in the view of the Supervisory Board, gender and diversity are not dominant criteria for selecting Supervisory Board members. Accordingly, the Supervisory Board has set a target of 0% for the percentage of women on the Supervisory Board.
D.2: Committees of the Supervisory Board
The Supervisory Board consists of three members, who are shareholder representatives. No committees have been established in this constellation. Insofar as recommendations D.3 (Establishment of an Audit Committee), D.4 (Requirements for the Chairman of the Audit Committee), D.5 (Nomination Committee) and D.11 (Assessment of the quality of the audit by the Audit Committee) call for the establishment of committees, this has consequently not been complied with. However, the requirements placed on the committees in these recommendations are complied with by the Supervisory Board as a whole.
F.2: Deadlines for publication of consolidated financial reports
The consolidated financial statements and Group management report are to be prepared within four months after the end of the business year instead of 90 days due to the extensive work involved in consolidation. The half-year financial report will be published within two months after the end of the reporting period at the latest instead of 45 days, due to the extensive work involved in consolidation.
G.1: Compensation system for the Management Board
In the period up to 26 April 2021, the Management Board compensation system did not fully comply with recommendation G.1 (Determination of the compensation system); in particular, no maximum compensation was specified. For the brief period prior to the pending resolution on a new of compensation system to be proposed to the 2021 Annual General Meeting for approval, during which no service agreements with Management Board members were concluded or extended, the Supervisory Board had refrained from already adopting a compensation system that fully complied with the recommendations of the GCGC.
The new compensation system resolved by the Supervisory Board on 26 April 2021 applies to all Management Board service agreements newly concluded or extended since 27 April 2021 and was approved by the 2021 Annual General Meeting. It implements the corresponding recommendations of the GCGC but does not take effect for agreements already in force before that date.
Berlin, 17th January 2022
Carsten Lind Martin Geisel
For the Supervisory Board
Dr. Alexander Granderath
Chairman of the Supervisory Board