Declaration on Corporate Governance 2022
Pursuant to section 161 of the German Stock Corporation Act (AktG), the executive board and supervisory board of a listed stock corporation must declare annually that the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and are being complied with or which recommendations have not been or are not being applied and why not.
The declaration shall be made publicly available on the Company’s website.
The German Corporate Governance Code (DCGK) contains regulations of varying binding force. In addition to descriptions of the applicable stock corporation law, it contains recommendations from which companies may deviate; however, they are then obliged to disclose this annually. According to § 161 AktG, deviations from the recommendations of the GCGC must also be justified.
In addition, the GCGC contains suggestions that can be deviated from without disclosure.
The declaration relates to the period since the last declaration of compliance of February 2022 and refers until 26 June 2022 to the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of 16 December 2019 (“GCGC 2020”) and from 27 June 2022 to the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of 28 April 2022 (“GCGC 2022”), which were published and thus became effective on 27 June 2022.
The declaration of YOC AG is permanently available to the public on the company’s website at website at https://yoc.com/de/investor-relations-yoc/management-corporate-governance/. Earlier versions of the declaration of compliance can also be found there.
The Management Board and Supervisory Board of YOC AG intend to continue to comply with the recommendations of DCGK 2022 in the future with the following deviations.
- Section A.2 DCGK 2020 / Section A.4 DCGK 2022: The establishment of a protected whistleblower system has been waived so far, since in the view of the Executive Board and the Supervisory Board there is not yet sufficient practical experience with it in Germany. Therefore, it should be waited and seen whether the arguments put forward against a whistleblower system, such as in particular high costs, possible negative effects on the working atmosphere and susceptibility to abuses, actually play a role in practice and which solutions will be established to avoid these points. The Executive Board and Supervisory Board will implement the new legal requirements once they come into force.
- Section A.1 DCGK 2020 / Section A.2 DCGK 2022: An appropriate participation of women in the two management levels below the Executive Board, is dependent on the individual suitability for the respective position. Under this premise, the Executive Board will pay attention to diversity when filling management positions and strive for the appropriate participation of women.
- Section G.4 DCGK 2020/2022: The supervisory board shall take into account the relationship between the remuneration of the executive board and the remuneration of the senior management and the workforce as a whole, also in terms of the development over time, whereby the supervisory board shall determine how the senior management and the relevant workforce are to be delimited for the purpose of comparison. Such an explicit delimitation has not been made in order not to restrict the economic leeway in salary negotiations.
- Section B.1 GCGC 2020/2022: Currently, the Supervisory Board is only composed of male members. Membership of the Supervisory Board is primarily based on individual suitability for the Board.
- Section B.2 DCGK 2020/2022: The supervisory board shall ensure long-term succession planning together with the executive board and, according to the DCGK, describe the procedure in the corporate governance statement. In view of the many years of commitment of the current sole member of the Executive Board, Dirk Kraus, as founder of the company, the Supervisory Board has not yet considered it necessary to develop guidelines for succession planning for the Executive Board. The Supervisory Board will continuously review the necessity of succession planning with regard to the specific management structure and needs of the Company and, if necessary, ensure long-term succession planning.
- Item B. 5 DCGK 2020/2022: The Supervisory Board has not set an age limit for members of the Executive Board. The members of the Supervisory Board are convinced that suitability for the management of a company depends to a large extent on individual performance.
- Sections D.2 and D.5 GCGC 2020 / Sections D.2 and D.4 GCGC 2022: Apart from the establishment of an audit committee, the supervisory board has not set up any other committees, in particular no nomination committee. This would have to be filled with almost all plenary members, which would not lead to any improved preparation of the resolution proposals of the supervisory board on the election proposals of the shareholders.
- Sections C.1 sentence 2 and C.2 GCGC 2020/2022: The appropriate participation of women cannot be regulated in advance, as membership is based on individual suitability for the board. An age limit or a standard limit for the length of membership for supervisory board members has not been specified. The suitability of a member of the supervisory board to supervise and advise the executive board and to be an equal contact person for the executive board depends largely on the individual’s performance.
- Section C.1 GCGC 2020/2022: In order to implement the “Act for the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector”, which came into force in May 2015, the Supervisory Board of the company has set targets for the proportion of female members on the Supervisory Board and the Executive Board. Beyond fulfilling this legal obligation, the Supervisory Board has not defined any specific targets for its composition. The supervisory board has proposed and will propose to the general meeting for election the candidate it considers most suitable for the position to be filled on the supervisory board after careful consideration and taking into account the specific situation of the company. In this respect, the supervisory board has always implicitly defined a “competence profile” for the vacancy to be filled on the supervisory board and will continue to do so. Of course, the Supervisory Board has been and will continue to be guided in its election proposals by the selection criteria of the German Corporate Governance Code. However, there is no permanent written competence profile for the entire Supervisory Board, also with regard to the size of the Supervisory Board.
- Item G.17 DCGK 2020: In the context of Supervisory Board remuneration, the chairmanship and membership of committees have not been and are not taken into account, as the Supervisory Board has only formed an Audit Committee, to which all Supervisory Board members belong.
- Section F.2 GCGC 2020: The company will endeavour to comply with the recommendation that the consolidated financial statements should be publicly accessible within 90 days of the end of the financial year and the interim reports within 45 days of the end of the reporting period. However, the company cannot always guarantee this, as this could only be achieved with significantly increased personnel and organisational effort and thus only at considerable additional cost. The publications are therefore made within the legal and stock exchange deadlines.
Berlin, February 2023
The Management Board
The Supervisory Board