Declaration on Corporate Governance 2021
Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of a listed stock corporation must declare each year 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 is to be made publicly available on the company’s website.
The German Corporate Governance Code (GCGC) 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 Section 161 of the German Stock Corporation Act (AktG), deviations from the recommendations of the GCGC must also be justified. In addition, the GCGC contains suggestions which may be deviated from without disclosure.
The following declaration concerns the period since the last declaration of conformity of February 2021 and refers to the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of December 16, 2019 (“GCGC 2020”).
The Management Board and Supervisory Board of YOC AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” in the currently valid version of the GCGC 2020 are generally complied with and have been complied with in the past, with the exception of the recommendations listed below.
The Management Board and Supervisory Board of YOC AG intend to continue to comply with the recommendations of the GCGC 2020 in the future, with the following exceptions.
Section A.2 GCGC 2020: YOC AG has installed appropriate measures, based on the company’s risk situation, to ensure compliance with legal requirements and internal company guidelines. The existing risk management system is reviewed annually as part of the audit of the financial statements, and there have been no significant objections to date. The Executive Board and Supervisory Board do not consider it necessary to introduce a special compliance management system beyond this due to the good experience gained in the past and the size of the company. The establishment of a protected whistleblower system will also be dispensed with for the time being, as the Executive Board and Supervisory Board do not yet believe there is sufficient practical experience with this in Germany. For the time being, therefore, we will continue to wait and see 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 abuse, actually play a role in practice and what solutions will be established to avoid these points. The Executive Board and Supervisory Board will continue to monitor the developing legislation and practice in this regard.
Section A.1 GCGC 2020: The appropriate participation of women in the two management levels below the Executive Board depends 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 GCGC 2020: The Supervisory Board shall take into account the ratio of the compensation of the Executive Board to the compensation of senior management and the workforce as a whole, also in terms of its development over time, whereby the Supervisory Board shall determine how senior management and the relevant workforce are to be delimited for the purposes of comparison. Such an explicit delimitation has not been made in order not to restrict the economic scope for salary negotiations.
Section B.1 GCGC 2020: The Supervisory Board currently has only male members. Membership of the Supervisory Board is based primarily on individual suitability for the Board.
Section B.2 GCGC 2020: The Supervisory Board shall work together with the Executive Board to ensure long-term succession planning and, in accordance with the GCGC 2020, describe the approach in the corporate governance statement. In view of the longstanding commitment of the current sole member of the Executive Board, Mr. Dirk-Hilmar 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.
Section B.5 GCGC 2020: 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 the company depends to a large extent on individual performance.
Points D.2, D.3, D.4 and D.5 GCGC 2020: Apart from the establishment of an Audit Committee in July 2021, the Supervisory Board has not set up any other committees, in particular no Nomination Committee. This would have to be staffed with almost all plenum members, which would not lead to any improved preparation of the Supervisory Board’s resolution proposals on the shareholder election proposals.
Points C.1 sentence 2 and C.2 GCGC 2020: The appropriate participation of women cannot be regulated in advance, as membership is based on individual suitability for the body. 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 monitor and advise the Board of Management and to be an equal contact for the Board of Management depends to a large extent on individual performance.
Section C.1 GCGC 2020: In order to implement the “Act on 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 Annual General Meeting for election in each case 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. It goes without saying that 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 competency profile for the entire Supervisory Board, also with regard to the size of the Supervisory Board.
Section G.17 GCGC 2020: Chairmanship and membership of committees have not been and are not taken into account in the context of Supervisory Board compensation, 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 it would only be possible to achieve this with significantly increased personnel and organizational effort and thus only at considerable additional cost. The publications are therefore made within the statutory and stock exchange deadlines.
Berlin, February 2022
The Management Board
The Supervisory Board