Management

The common goal of the cooperation between the Management Board and the Supervisory Board is achieving sustained increases in enterprise value. The Management Board and the Supervisory Board meet at regular intervals to jointly coordinate the strategic direction of the company. The Management Board also regularly reports to the Supervisory Board on all issues relating to planning, business development, risk, risk management, internal accounting and compliance. The Management Board reports on and explains any discrepancies between actual business performance and the plans and goals prepared. The Supervisory Board has stipulated in the Rules of Procedure for the Management Board how the Management Board must provide information and reports. These Management Board Rules of Procedure also stipulate that the Supervisory Board has the right of veto with respect to decisions or measures that could materially affect the company’s net assets, financial position and results of operations, and also concerning transactions of major importance.

Francotyp-Postalia Holding AG has concluded a D&O insurance policy for the members of the Management Board in accordance with the provisions of the German Corporate Governance Code. The policy is subject to a deductible of at least 10% of the loss up to at least one and a half times the annual fixed remuneration of the member of the Management Board in accordance with section 93(2) AktG. D&O insurance was also 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. 

Remuneration of the Management Board and Supervisory Board

Francotyp-Postalia Holding AG complies with the recommendations of the Code concerning disclosure of the remuneration of individual members of the Management Board and Supervisory Board. The basic features of the remuneration system and remuneration are presented in the remuneration report contained in the consolidated financial statements and the separate financial statements. The remuneration of members of the Management Board includes a long-term variable remuneration component. Ahead of the payment of the expected long-term bonus, the respective member of the Management Board receives an annual advance payment. The Supervisory Board is entitled to adjust the amount of the advance payment as it sees fit, taking into account a possible malus component. If it is clear that the long-term bonus will not be paid, there will be no advance payment.

Diversity

The subject of diversity is of crucial importance to the entire FP Group. The concepts, goals and non-financial performance indicators are set out in detail in the sustainability report, which has been published for the first time for 2017 and which is available to view and download on the following web page of the company: https://www.fp-francotyp.com/sustainability-report.

Notwithstanding this report, the Supervisory Board must also always consider the issue of diversity within the meaning of the German Stock Corporation Act (Aktiengesetz –AktG) and the German Corporate Governance Code when it comes to the composition of the Supervisory Board and the corresponding nominations to the Annual General Meeting. This includes not only the composition of the Supervisory Board recommended in accordance with the German Stock Corporation Act and the German Corporate Governance Code, with female and male members, but also consideration of the experience of individual members based on age, professional experience and internationality. The key factor for nomination is the company’s interests, together with the requirements stipulated in article 5.4.1 sentence 1 of the Code regarding the knowledge, skills and expert experience that a member of the Supervisory Board must have. For its composition, the Supervisory Board must include what it considers to be an appropriate number of independent Supervisory Board members according to article 5.4.2 of the Code. This allows the Supervisory Board – following an appropriately conducted application and nomination process and taking into account a balanced composition for the Supervisory Board in terms of knowledge, skills, experience and independence – to put forward the most suitable candidates. The age limit for members of the Supervisory Board stipulated in the Supervisory Board’s Rules of Procedure must be viewed in the light of this. A Supervisory Board mandate should end no later than the Annual General Meeting following the member’s 70th birthday. The Supervisory Board is currently deviating from this regulation, in order to be able to cover the broadest possible range of experience and to ensure continuity in the Supervisory Board. Furthermore, at least one member of the Supervisory Board must satisfy the criterion of internationality. At least one member already has the required traits. In order to ensure that the Supervisory Board’s advice for and monitoring of the Management Board is independent, the Supervisory Board’s Rules of Procedure stipulate that more than half of the members of the Supervisory Board are to be independent in accordance with the German Corporate Governance Code. The Supervisory Board estimates that there are currently no concrete indications that any Supervisory Board member has relevant circumstances or relationships, especially with companies, with members of the Management Board or with other Supervisory Board members, that could cause a substantial and not merely temporary conflict of interest and therefore count against independence. No member of the Supervisory Board performs board functions or consulting activities at significant competitors. With regard to the Supervisory Board member Klaus Röhrig, the Supervisory Board believes that his function as founding partner of Active Ownership Capital S.à.r.l. does not impair his independence according to the German Corporate Governance Code. The Code does not contain an exhaustive definition of independence, but merely names examples of circumstances that count against the independence of a Supervisory Board member. Accordingly, Supervisory Board members are not to be considered independent if they have a personal or business relationship with the company, its governing bodies, a controlling shareholder or a company affiliated with the controlling shareholder that may cause a substantial and not merely temporary conflict of interest. The Supervisory Board is tasked with assessing the independence of individual Supervisory Board members on the basis of these indicators. Active Ownership Capital S.à.r.l. is not a controlling shareholder with a de facto majority at the Annual General Meeting. There are no other discernible circumstances that would count against Klaus Röhrig’s independence. The German Stock Corporation Act and the Code also stipulate that the supervisory boards of listed companies must define targets for the proportion of women. At present, there are still no women on the company’s Supervisory Board. In view of the fact that the Supervisory Board was last elected in 2016 and the Supervisory Board is composed of three members in accordance with the Articles of Association, a target of 0% for the percentage of women has been set for the time being in accordance with a resolution of 6 June 2017 for the period up to 30 June 2019 at the latest. The resolution of 6 June 2017 replaces the original resolution of the Supervisory Board from 2015, which applied to the period up to 30 June 2017. New regulations on the filling of Management Board positions must be viewed under the same conditions. As with the Supervisory Board, the company’s interests are the key factor when filling management positions. In the case of Management Board positions, it is also important to ensure continuity in the company’s forthcoming strategic development. In accordance with the regulations in the German Stock Corporation Act and the German Corporate Governance Code, the Supervisory Board has therefore resolved a target of 0% for the percentage of women in the Management Board for the period up to 30 June 2019. Nevertheless, the Supervisory Board will take the issue of diversity into account when seeking suitably qualified candidates for Management Board positions that need to be filled. In addition, the Management Board is required to set a target for the share of women in the first and, if appropriate, second levels of management below the Management Board. The Management Board defined the first level of management below the Management Board as the managing directors of the domestic and foreign companies and German divisional heads or equivalent staff functions in the company. The FP Group does not have a second level of management below the Management Board. The Management Board stipulated once again on 26 June 2017 that the percentage of women in the first level of management below the Management Board of the FP Group should be at least 9%. Since then, this target has been continuously met or exceeded.