Declaration on Corporate Governance 2015
According to Sect.161 AktG, the Management Board and the Supervisory Board of a listed company must annually declare that the recommendations of the “Government Commission on the German Corporate Governance Code” in the official part of the electronic Federal Gazette published by the German Federal Ministry of Justice were or are complied with, or which recommendations for valid reasons were or are not applied. The declaration must be made publicly available on the company’s website.
The German Corporate Governance Code (DCGK) contains provisions, not all of which are equally binding. Aside from descriptions of current company law, it contains recommendations which companies may deviate from, in which case, however, they are obliged to disclose this annually. According to Sect. 161 AktG, deviations from the recommendations of the DCGK must be justified. Furthermore, the DCGK contains suggestions which companies may disregard without disclosing that they have done so. The following declaration concerns the period since the last Declaration of Conformity of March 2015, and refers to the requirements of the DCGK in its current version of 05 May 2015.
The Management Board and the Supervisory Board of YOC AG declare that the recommendations made by the “Government Commission on the German Corporate Governance Code” are and were fundamentally complied with in the present and past. The YOC AG Management Board and Supervisory Board also intend to comply with it in the future. Only the following recommendations of the German Corporate Governance Code were and are not applied:
Item 3.8 Para. 3 DCGK: The company is of the opinion that the motivation and respon-sibility with which the members of the Supervisory Board carry out their duties will not be improved by an insurance excess. The D&O liability insurance serves to safeguard against the company’s material own risks and at most serves as a second-line defence of the assets of the members of those bodies. The D&O insurance for the Supervisory Board was therefore taken out without an excess.
Item 4.1.5 DCGK: The appropriate representation of women in the Management Board as well as the two management levels below the Management Board cannot be speci-fied in advance, as the filling of a position is determined by individual qualification.
Item 4.2.1 DCGK: According to item 4.2.1 of the DCGK, the Management Board is to consist of several persons and have a chairman or spokesman. During the financial year 2014, YOC AG’s Management Board consisted of one person. Since 1 January 2015, it consists of two members with equal rights. In agreement with the Supervisory Board and Management Board, the Group renounces a spokesman or chairman, as a hierarchy within the Management Board is not deemed necessary with respect to the company’s size.
Item 4.2.2. Para. 2 DCGK: The Supervisory Board is to consider the relationship be-tween the remuneration of the Management Board and that of senior management and of the staff overall, particularly in terms of its development over time. For this compari-son, the Supervisory Board must determine how senior management and the relevant staff are to be differentiated. No explicit differentiation has taken place in order to up-hold the economic scope of the different bodies for salary negotiations.
Item 5.1.2 Para. 1 Sent. 2 and 3 DCGK: The Supervisory Board cannot specify an ap-propriate representation or target figure of women in the Management Board in ad-vance, as Board membership is determined by individual qualification. Item 5.1.2 Para. 2 Sent. 3 DCGK: No age limit for members of the Management Board has been set by the Supervisory Board. The members of the Supervisory Board are convinced that the suitability for company management depends largely on individual capabilities.
Items 5.3.1, 5.3.2 and 5.3.3 DCGK: As the Supervisory Board of YOC AG has only three members, it would be neither practical nor in accordance with best practice standards to set up committees, particularly an audit committee or nomination commit-tee. The purpose of setting up an audit committee as proposed by the DCGK is to in-crease the efficiency of auditing. This aim would not be achieved at YOC AG as nearly all members of the plenum would have to sit on the audit committee. Similarly, nearly all plenum members would have to sit on the nomination committee, which would not bring any improvement in the preparation of Supervisory Board recommendations re-garding candidates proposed by the shareholders.
Item 5.4.1 Para. 2 DCGK: An appropriate representation of women cannot be specified in advance, as Board membership is determined by individual qualification. No age limit or limit for the length of job tenure has been set for Supervisory Board members. A candidate’s ability to monitor and act as a coequal contact for the Management Board as a member of the Supervisory Board depends mainly on individual capabilities.
Item 5.4.3 Sent. 2 DCGK: According to Item 5.4.3 Sent. 2 DCGK, the next General Meeting is to be set as the deadline for an application for the judicial appointment of a Supervisory Board member. To ensure continuity and efficient and productive work in the Supervisory Board, no deadline was set for the application for the judicial appoint-ment of the present Supervisory Board members.
Item 7.1.2 Sent. 4 DCGK: The company will endeavour to comply with the recommen-dation that the consolidated financial statements be made available to the public within 90 days after the end of the financial year and the interim reports within 45 days after the end of the reporting period, but cannot guarantee that it will do so owing to the large scope of consolidation.
Berlin, February 2016