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In accordance with section 161 of the German Stock Corporation Act (Aktiengesetz – AktG), the Management Board and the Supervisory Board of Francotyp-Postalia Holding AG hereby declare in the declaration of compliance which recommendations of the version of the German Corporate Governance Code dated 7 February 2017, as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, the company has complied with and will comply with, and which recommendations have not been or are not applied.
2.3.3 Given the high level of administration involved, the company will not be able to make it possible for shareholders to watch the Annual General Meeting using modern communication media, e.g. the Internet.
3.8 D&O insurance was concluded for the Supervisory Board. This policy does not currently include a deductible for the Supervisory Board. A deductible for the Supervisory Board will be included when the policy is renegotiated.
4.1.3 The Management Board is responsible for compliance with the law and internal policies, and ensures compliance with these throughout the Group companies. A compliance management system has been set up for this purpose and has been unveiled and introduced at the Group. Employees and third parties have the opportunity to report misconduct at the company. Owing to the organisational effort involved, the Group has not introduced a system that allows users to give information under protection (whistleblower system).
5.3.1 While the Supervisory Board continues to consist of three persons, no committees will be formed in which the Supervisory Board Chairman or any other Supervisory Board member could occupy an additional chairmanship role, as the composition of the committees would be identical to that of the Supervisory Board.
5.3.2 As long as the Supervisory Board continues to consist of three persons, the Supervisory Board as a whole will perform the duties of an audit committee.
5.3.3 Regarding the formation of a nomination committee, the same conditions apply as to the other committees.
5.4.1 The Supervisory Board of Francotyp-Postalia Holding AG is not subject to co-determination, which means that the rules of the law on co-determination cannot be observed for employee representatives. A time limit for membership of the Supervisory Board has not been set. In light of the knowledge, ability and expert experience required by article 5.4.1 sentence 1 of the Code, setting a time limit does not currently seem reasonable. The Rules of Procedure for the Supervisory Board provide an age limit for members of the Supervisory Board. A Supervisory Board mandate should end no later than the Annual General Meeting following the member’s 70th birthday. Here, too, this recommendation shall not be followed for the time being in light of the requirements for the composition of the Supervisory Board according to article 5.4.1 sentence 1 of the Code and in the interests of continuity.
7.1.2 Given the large amount of consolidation work involved, the quarterly and half-yearly reports are published, at the latest, within two and three months respectively of the end of the reporting period, in compliance with the Stock Exchange Rules and the Securities Trading Act (Wertpapierhandelsgesetz – WpHG).
Berlin, 22 March 2018
For the Supervisory Board
Chairman of the Supervisory Board
Rüdiger Andreas Günther Thomas Grethe Sven Meise