Corporate governance report and corporate governance statement of HanseYachts AG
The Management Board submits a report – also on behalf of the Supervisory Board – on the company’s corporate governance in accordance with clause 3.10 of the German Corporate Governance Code (GCGC), and also reports on corporate governance in accordance with Sections 289f and 315d of the German Commercial Code. HanseYachts AG’s aim in adopting this format is to keep the presentation of corporate governance clear and concise. This also contains the remuneration report.
The corporate governance statement for the company and Group as well as the remuneration report are each part of the management report and the Group management report.
The Management Board and Supervisory Board of HanseYachts AG are committed to the GCGC and identify with the Code’s objectives of promoting good, responsible corporate management oriented to the benefit of shareholders, employees and customers. This is reflected in the responsible management and supervision of the company in line with value creation standards and in the transparency of the company’s principles and business development in order to uphold and strengthen the confidence of customers, business partners and investors in the company. The parameters of good corporate governance continue to be close and efficient cooperation between the Management Board and Supervisory Board, respect for shareholders’ interests, open corporate communication, proper accounting and auditing, and responsible risk management.
HanseYachts AG sees corporate governance as an ongoing process and will also closely monitor and consider future developments.
Declaration regarding the GCGC pursuant to Section 161 of the Stock Corporation Act
The Management Board and Supervisory Board declare that HanseYachts AG has complied – and will continue to comply – with the recommendations of the Government Commission on the GCGC in the version dated 7 February 2017 since the last declaration of compliance was issued in October 2018, with the exception of the following deviations:
- Contrary to Section 3.8 of the GCGC (deductible in the D&O insurance also for the Supervisory Board), the D&O insurance taken out by HanseYachts AG for its Supervisory Board does not provide for a deductible.
The Management Board and Supervisory Board of HanseYachts AG do not believe that the motivation and responsibility with which the Supervisory Board members perform their duties could be improved by such a deductible. HanseYachts AG does not therefore plan to change its current D&O insurance policies in this respect.
- Contrary to the recommendation in Section 4.2.1 of the GCGC, HanseYachts AG has not one but two Management Board spokespersons.
Both Management Board members are also designated Management Board spokespersons because the Management Board and Supervisory Board are of the opinion that the two Management Board members should in principle have equal rights.
- Contrary to Section 4.2.2 (2) Sentence 3 of the GCGC, the calculated remuneration of the Management Board does not take into account the ratio of the remuneration of senior management and the workforce as a whole over time.
When concluding and amending the Management Board contracts in line with the provisions of the German Stock Corporation Act, the Supervisory Board ensured that the total remuneration granted to Management Board members was commensurate to the general wage and salary structure within the company, thereby maintaining the ‘vertical appropriateness’ of Management Board remuneration. Insofar as this review of the vertical appropriateness of the Management Board remuneration required by the German Stock Corporation Act is substantiated by the German Corporate Governance Code and the relevant comparison groups as well as the timing of the comparison are defined in more detail, a deviation is declared as a precautionary measure. When concluding the current Management Board contracts, the Supervisory Board did not distinguish between the comparison groups within the meaning of Section 4.2.2 (2) Sentence 3 of the GCGC during the review of appropriateness and did not perform any analysis of the wage and salary structure over time.
- Contrary to Sections 4.2.4 and 4.2.5 (3) of the GCGC, the remuneration of the Management Board members is not reported on an individualised basis and is not broken down by components – in particular by benefits granted, inflows and pension expenses – using the model tables attached to the Code as an annex in the remuneration report.
At the company’s ordinary Annual General Meeting on 17 December 2015, a resolution was passed to waive individual disclosure of Management Board remuneration. Given this fact, the remuneration cannot be broken down in the remuneration report using the model tables attached to the GCGC because this would result in the individualised disclosure of the Management Board remuneration and thus run counter to the resolution of the Annual General Meeting of 17 December 2015, which still applies up to and including the 2019/2020 financial year. In addition, the Management Board and Supervisory Board of HanseYachts AG are of the opinion that the disclosures on Management Board remuneration made in accordance with the relevant accounting regulations followed by the company are sufficient. A disclosure of the Management Board remuneration broken down by components – in particular by benefits granted, inflows and pension expenses – using the model tables attached to the Code as an annex in the remuneration report, which was decided against in the aforementioned resolution of the Annual General Meeting on 17 December 2015, would not bring any additional information relevant to the capital market.
- Contrary to the recommendation in Section 5.1.2 (2) Sentence 3 of the GCGC, no age limit has been set for the Management Board members.
In the view of HanseYachts AG, a blanket age limit is not a suitable quality criterion and unnecessarily restricts the search for highly qualified and experienced candidates. Furthermore, the current age structure of the Management Board members does not suggest that an age limit should be set.
- Pursuant to Section 5.3.2 (3) Sentence 2 of the GCGC, the chairperson of the Audit Committee shall be independent. As a precaution, the company makes it clear that the new chairperson of the Audit Committee elected on 27 September 2018 (as a senior executive) has a business relationship with the majority shareholder of HanseYachts AG. In the opinion of the Supervisory Board, the chairperson of the Audit Committee is able to fulfil the supervisory duties associated with this function independently and without restriction and their appointment to office is in the interest of the company and all shareholders.
- Contrary to the recommendations in Section 5.3.3 of the GCGC, no Nomination Committee was formed.
The Supervisory Board considers it preferable to prepare election proposals to the Annual General Meeting for the appointment of Supervisory Board members to the full Supervisory Board in order to ensure that the diversity already existing on the Supervisory Board is reflected in the election proposals.
- Contrary to the recommendations in Section 5.4.1 (2) of the GCGC, the Supervisory Board has not specified any concrete objectives regarding its composition and has not drawn up a formal competence profile for the full Supervisory Board, nor does it intend to do so.
The Supervisory Board members are selected individually on the basis of the competence required for their office. In the view of HanseYachts AG, rigid competence criteria – especially generalised age and membership restrictions – are not suitable quality criteria, unnecessarily restrict the search for highly qualified and experienced candidates, and exclude existing qualified members. Furthermore, the current age structure of the Supervisory Board members does not suggest that an age limit should be set. The other examples mentioned in Section 5.4.1 (especially the company’s international activities, potential conflicts of interest, independence within the meaning of Section 5.4.2 and diversity) shall be taken into account anyway in the search for suitable Supervisory Board members, which means that a separate target is not considered necessary at this point.
- Contrary to the recommendation in Section 5.4.1 (4) of the GCGC, the current corporate governance report of HanseYachts AG does not provide information on the Supervisory Board’s opinion regarding the appropriate number of independent shareholder members and the names of these members.
The Supervisory Board does not consider it appropriate to expose individual Supervisory Board members by naming them in the corporate governance report. The Supervisory Board is of the opinion that its current composition – on the basis of the size of the Supervisory Board and the shareholder structure – includes an appropriate number of independent members. All shareholder representatives on the Supervisory Board have a business relationship with the majority shareholder of HanseYachts AG. In the opinion of the Supervisory Board, however, no significant and not only temporary conflict of interest affecting their independence can be identified, particularly for those members who do not belong to a managing body of the majority shareholder.
- Contrary to Section 5.4.1 (5) Sentence 2 of the GCGC, the company does not attach a CV or overview of the main activities in addition to the Supervisory Board mandate to the candidate’s proposal for election to the Supervisory Board at the Annual General Meeting, nor does it update these annually for all Supervisory Board members on the company’s website.
The company complies with all legal requirements regarding information on candidates proposed for election to the Supervisory Board at the Annual General Meeting. In addition, candidates’ CVs are made available voluntarily on the website in the run-up to elections to the Supervisory Board. The company does not see any value in publishing updated CVs and an updated overview of the main activities in addition to the Supervisory Board mandate for all Supervisory Board members separately on the company’s website or as an attachment to the agenda for the Annual General Meeting.
- The recommendation in Section 7.1.2 of the GCGC to make the consolidated financial statements publicly accessible within 90 days of the end of the financial year and to make mandatory financial information available within 45 days of the end of the reporting period is not followed. The company reports within the periods prescribed by the German Securities Trading Act and the German Commercial Code, which the Management Board and Supervisory Board consider to be appropriate.
Information on corporate governance practices
The company applies all statutory corporate governance practices within the company and the Group. Other company-wide standards – e.g. ethical, labour or social standards – have not been drawn up.
Functioning of the Management Board and Supervisory Board
The Management Board and Supervisory Board of HanseYachts AG cooperate closely and in a spirit of trust. All relevant issues relating to the business situation and development, financing, strategy and planning are discussed between the two management bodies.
The Supervisory Board advises and controls the Management Board with respect to the management of the company and checks all significant business transactions by inspecting the relevant documents on the basis of the German Stock Corporation Act and articles of association. The Supervisory Board is elected at the Annual General Meeting. The Management Board members are appointed by the Supervisory Board. The Supervisory Board decides on the number of Management Board members and the chairperson. In the rules of procedure for the Management Board, the Supervisory Board defines a list of transactions requiring approval and a schedule of responsibilities. The Supervisory Board acts on the basis of its own rules of procedure.
The Supervisory Board adopts the financial statements and approves the consolidated financial statements. Each year, the chairperson of the Supervisory Board explains the activities of the Supervisory Board in his/her report to the shareholders and at the Annual General Meeting. The Supervisory Board of HanseYachts AG comprises six members. Of these, four are elected at the Annual General Meeting and two by employees in accordance with the requirements of the One Third Participation Act. An Audit Committee exists, which since 1 July 2018 comprises three Supervisory Board members. Its duties encompass not only providing support in reviewing the accounting process, monitoring the annual audit and performing the other tasks specified in Section 107 (3) of the Stock Corporation Act, but also reviewing corporate planning. The members of the Supervisory Board and Audit Committee are named in the Supervisory Board’s report.
The Management Board currently comprises two members. The Management Board has independent responsibility for managing the company. The areas of responsibility are defined in the schedule of responsibilities. The heads of the business areas provide the Management Board with reports on their respective areas and are responsible for the performance of their specific areas. The Management Board reports regularly, promptly and comprehensively to the Supervisory Board in writing and at regular meetings on matters relating to the planning, business development and current situation – including risk management – of the Group. The Management Board regularly attends the meetings of the Supervisory Board, provides written and oral reports on the individual agenda items and draft resolutions, and answers any questions posed by the Supervisory Board members.
The proposals for resolutions are communicated in writing to the Supervisory Board members prior to the respective meetings. In particularly urgent cases, resolutions are adopted by written circulation.
Promoting our diversity concept and the participation of women in management positions
The composition of the Supervisory Board is oriented in line with company interests and must ensure effective monitoring and support for the Management Board, which is why the Supervisory Board members are required in particular to possess the skills, capabilities and professional experience required for properly performing their tasks. In addition, the Supervisory Board is of the opinion that its composition should comply with the principles of diversity. In this context, the Supervisory Board also strives to ensure that women are properly represented.
As a listed company, HanseYachts AG is legally obliged to set target figures for the proportion of women on the Supervisory Board, on the Management Board and at the two management levels below the Management Board.
Accordingly, the Supervisory Board has set a target for the percentage of women on the Supervisory Board of 16.6% by 30 June 2022. As at 30 June 2019, the Supervisory Board comprised – and still comprises – exclusively male members, as it did at the time the target was set. In its election proposals to the 2019 Annual General Meeting for the (re-)election of the incumbent Supervisory Board members, the Supervisory Board took this objective into account in its decision. Nonetheless, no female candidate will be proposed for election because the Supervisory Board has primarily aligned the proposals submitted to the Annual General Meeting with the professional and personal competencies and experience of the candidates and for the sake of continuity in the composition of the Supervisory Board. In the opinion of the Supervisory Board, the current composition of the Supervisory Board ensures that the Management Board is properly monitored and advised.
With regard to the Management Board, the Supervisory Board has set the target of appointing a female Management Board member should the number of members be increased to three. This corresponds to the 33.3% ratio targeted for 30 June 2022. No indication has so far been given that the Management Board will be expanded, however, which means that the Management Board currently exclusively comprises two male members.
For the two management levels below the Management Board, the Management Board has set a target of 20% each by 30 June 2022. As at 30 June 2019, the percentage of women at the first management level below the Management Board was 0%; the percentage at the second management level below the Management Board was 12.5%. The company will continue its endeavours to increase the proportion of women at both management levels below the Management Board.
Beyond the provisions regarding the aforementioned proportion of women, HanseYachts AG does not pursue a dedicated diversity concept relating to the composition of the Management Board or Supervisory Board. The Management Board and Supervisory Board members are selected individually on the basis of the competence required for their office. Also given the size of both bodies, a dedicated diversity concept would unnecessarily restrict the search for highly qualified and experienced candidates.
Management Board remuneration (remuneration report) as per Section 4.2.5 of the GCGC
The total remuneration of the Management Board members is determined by the Supervisory Board at an appropriate level. Criteria for measuring appropriateness include the duties of the Management Board members, their personal performance, the economic situation, the success and future prospects of the company as well as the customary nature of the remuneration, taking into account the comparable environment and the remuneration structure that otherwise applies in the company.
The remuneration received by the Management Board members is determined by the Supervisory Board, which regularly reviews the appropriateness of the remuneration. The remuneration includes fixed and variable components. The variable components depend on the extent to which annual targets are achieved. The sums for the variable components are capped. The variable remuneration component is paid on a pro rata basis once a year depending on the results of the past financial year and the extent to which the agreed targets have been achieved. The remaining amount is paid at a later date depending on the extent to which targets are achieved. In addition, the Supervisory Board may grant the Management Board members a bonus – also capped – to reward outstanding performance. The Management Board has not yet received a variable remuneration component for the past financial year because the Supervisory Board has yet to adopt a resolution on this. No pension regulations have been defined.
In the past financial year ending 30 June 2019, the remuneration of the entire Management Board – including the provision of company cars and insurance premiums – amounted to EUR 1,106 thousand (previous year: EUR 989 thousand). EUR 601 thousand (previous year: EUR 845 thousand) is accounted for by fixed remuneration components and EUR 505 thousand (previous year: EUR 144 thousand) by variable remuneration components, although the latter are provisions because no resolution has yet been passed by the Supervisory Board.
Every two years, the Supervisory Board reviews the total remuneration of the Management Board members, taking into special account the earnings situation of HanseYachts AG and the services provided individually. It last adjusted the total remuneration in March 2019 in response to the extension of the appointments of the Management Board members.
In addition, HanseYachts AG has taken out a liability insurance policy for Directors and Officers (D&O) with a deductible for the benefit of the Management Board members.
In the event of the revocation of the appointment of a Management Board member, the employment contract and thus the payment of remuneration and the granting of other benefits by HanseYachts AG shall end on the date of receipt of the revocation. If the office of Management Board member expires or ceases to exist due to or as a result of transformation and/or restructuring, HanseYachts AG or a legal successor shall have the option, among other things, to terminate the employment contract of the Management Board members with six months’ notice. If a Management Board member terminates their employment in such a case, a severance payment is limited to six months’ salary. In the event of a change of control, the Management Board is entitled – within two months of the change of control becoming legally effective – to terminate the contract with four weeks’ notice and to resign from office on the termination date and, as compensation for the loss of employment, to demand a severance payment amounting to 12 months’ salary, limited to the maximum (fixed) remuneration to be paid up to the regular end of the contract.
The chairperson of the Supervisory Board also informs attendees at the HanseYachts AG Annual General Meeting of the main features of the remuneration system and any changes to these.
Supervisory Board remuneration as per Section 5.4.6 of the GCGC
The remuneration received by the Supervisory Board members is determined at the Annual General Meeting and regulated in Section 14 of the HanseYachts AG articles of association. In addition to the reimbursement of expenses, each Supervisory Board member receives a fixed annual remuneration of EUR 6,000.00 payable at the end of the financial year. Each Supervisory Board member also receives a variable remuneration of EUR 50 for each cent by which the consolidated net income per share exceeds EUR 1.30. The chairperson of the Supervisory Board receives three times the fixed and variable remuneration, while their deputy and committee chairpersons receive twice the fixed and variable remuneration. As in previous years, the Supervisory Board did not receive any variable remuneration components for the past financial year.
HanseYachts AG provides detailed information on the share transactions of the Management Board and Supervisory Board. Furthermore, securities transactions subject to reporting requirements pursuant to Article 19 of the Market Abuse Regulation (directors’ dealings) are always published on the company’s website.
Further information about corporate governance
HanseYachts AG is committed to transparency and the requirement to inform shareholders and the public quickly and comprehensively, which is why the latest news and important company information are published on the website of HanseYachts AG (http://www.hansegroup.com). In addition to information on corporate governance, the website contains detailed information on the Management Board, Supervisory Board and Annual General Meeting, the company’s statutory reports (financial statements, half-yearly financial report and corporate communications from the management), a financial calendar for all key dates, ad hoc releases and securities transactions subject to reporting requirements (directors’ dealings).
Greifswald, October 2019
The Supervisory Board The Management Board