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In accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act), 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, it has complied with and will comply with in the future, with the following deviations:
- In accordance with item 3.8 paragraph 3 of the Code, a deductible should be agreed in any D&O policy for the Supervisory Board.
D&O insurance was taken out for the Supervisory Board. This insurance does not include a deductible for the members of the Supervisory Board.
- In accordance with item 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. It should also institute appropriate measures reflecting the company’s risk situation (Compliance Management System) and disclose the main features of those measures. Employees should be given the opportunity to report, in a protected manner, suspected breaches of the law within the company; third parties should also be given this opportunity.
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 disclosed. Employees and third parties have the opportunity to report misconduct at the company. Owing to the organisational effort involved, the Group has not in the past had a system that allows users to give information under protection (whistle blower system). The establishment of an anonymous whistle blower system is being reviewed again, and an introduction is planned.
- In accordance with items 5.3.1, 5.3.2 and 5.3.3 of the Code, the Supervisory Board should form various committees.
While the Supervisory Board continues to consist of three persons, no committees will be formed, as the composition of the committees would be identical to that of the Supervisory Board. This applies in particular to the duties of an audit or nomination committee. Such duties are also performed by the Supervisory Board as a whole.
- In accordance with item 5.4.1 paragraph 2 of the Code, the Supervisory Board should specify an age limit for its members and a regular limit to their term of office.
A time limit for membership of the Supervisory Board has not been set. Given the knowledge, skills and technical experience required by item 5.4.1 sentence 1 of the Code, it does not currently seem reasonable to limit membership in this way.
The Rules of Procedure for the Supervisory Board stipulate an age limit when proposing nominees as members of the Supervisory Board. A Supervisory Board mandate should therefore end no later than the Annual General Meeting following the member’s 70th birthday. With regard to these requirements for the composition of the Supervisory Board and in the interests of continuity, this recommendation has not been applied for the time being.
- In accordance with item 7.1.2, the consolidated financial statements and the group management report should be made publicly accessible within 90 days from the end of the fiscal year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.
The consolidated financial statements are prepared within four months from the end of the fiscal year due to the large amount of consolidation work involved. The half-year report is also published, at the latest, within two months of the end of the reporting period, in compliance with the Stock Exchange Rules and the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act).
Berlin, 17 January 2020
For the Supervisory Board
Chairman of the Supervisory Board
Rüdiger Andreas Günther Patricius de Gruyter Sven Meise