Corporate Governance Statement 2019
The management of zooplus Aktiengesellschaft (“zooplus”), a listed German public limited company, is primarily determined by the Aktiengesetz (AktG – German Public Limited Companies Act) and also by the provisions of the German Corporate Governance Code in its respective current version.
In our annual corporate governance statement within the meaning of sections 289f, 315d of the HGB, we refer to our declaration within the meaning of Section 161 of the AktG (declaration of conformity) and discuss our relevant management practices that are applied over and above statutory requirements; in addition, we describe how the Management and Supervisory Boards work and discuss the composition of the Supervisory Board, how this works and its committees.
Declaration pursuant to Section 161 of the AktG
zooplus believes that responsible and transparent corporate governance forms the basis for long-term economic success. This also includes providing our shareholders and other investors, business partners, employees and the general public with open, up-to-the-minute, regular information and communicating with them. The overall concept is based on the respective current version of the German Corporate Governance Code, which was introduced in 2002.
The Management and Supervisory Boards jointly issued the declaration of conformity with the German Corporate Governance Code within the meaning of Section 161 of the AktG: The declaration of conformity can be found here.
Further details of zooplus AG’s corporate governance practices can be found in the current Corporate Governance Report, which also forms a component of this annual corporate governance statement.
Relevant management practices
We believe that sustainability, integrity and excellent corporate governance are key components of our ethical corporate culture. The characterize our behavior vis-à-vis customers, suppliers, employees, shareholders and the whole of society.
The activities of our managing and supervisory bodies and our employees are determined by the values, principles and rules of responsible corporate governance, the way we see ourselves and our strategy. Targets are defined and communicated as part of the Management Board’s strategic decisions. We attach great importance to our executives and employees fulfilling their tasks at their own initiative and being responsible for their own actions. We have agreed clear management principles with our executives and employees. We agree clear targets, and realization of these targets is regularly reviewed. The target agreements are a key component of our management philosophy and form part of our remuneration system.
In order to ensure the greatest possible transparency, we inform our shareholders, financial analysts, shareholder associations, the media and the interested general public at regular intervals and in good time on the company’s situation and on key changes in our business. As a result, our company’s reporting is in line with the rules set out in the Code: Zooplus reports to its shareholders four times each year on business growth and on the company’s financial position and results of operations and also on its risks.
According to their statutory obligations, the members of the company’s Management Board make an assurance that, according to the best of their knowledge, the annual financial statements, the consolidated financial statements and the management reports provide a true and fair view.
The annual financial statements of zooplus AG, the consolidated financial statements for the zooplus Group and the combined management report for the company and the Group are published within 90 days of the end of the respective fiscal year. During the fiscal year, the shareholders and third parties also receive information in a six-month financial report and quarterly financial reports on the first and third quarters.
Management and Supervisory Boards manner of working
zooplus is subject to the so-called “dual management system” in line with statutory regulations. This is characterized by a strict staffing split between the Management Board as the management body and the Supervisory Board as the supervisory body. zooplus AG’s Management and Supervisory Boards work closely and trustingly together in managing and supervising the company.
The Management Board is responsible for managing the company and aims to permanently increase the enterprise value and achieve the defined corporate targets. It manages the company’s business according to the statutory provisions, the articles of incorporation and the bylaws for the Management Board and works together trustingly with the company’s other executive bodies.
The Management Board is responsible for the company’s policy, its strategic orientation, its capital expenditure, financial and HR forecasts, the allocation of resources and the management of its divisions. The Management Board is responsible for preparing the quarterly financial statements, the half-year financial statement, the annual financial statements of zooplus AG and the consolidated financial statements. In addition, it is responsible for setting up an effective risk management system in the broadest sense; it ensures that statutory provisions are upheld and also guidelines within the company (compliance). The management team supports the Management Board for the company’s operating business.
The members of the Management Board are jointly responsible for the entire management. Irrespective of the overall responsibility of all of the members of the Management Board, the individual members are individually responsible for managing their own respective areas as defined by resolutions by the Management Board. Tasks are distributed to the members of the Management Board according to a written task distribution schedule. The Management Board’s work is regulated by its bylaws. These stipulate, in particular, the issues reserved for the entire Management Board and the majorities required to pass resolutions.
zooplus AG’s Management Board currently comprises four members. More detailed information on the members of the Management Board, in particular their areas of responsibility, can be found here.
The Management Board provides the Supervisory Board with regular, up-to-the-minute, comprehensive information on all of the issues of relevance to the company, key transactions and the current earnings situation, including the risk situation, risk management and compliance. Differences between the actual course of business and former forecasts and targets are discussed in detail and reasons are stated. The Management Board coordinates the company’s strategic orientation with the Supervisory Board and holds discussions with it at regular intervals on the status of the strategy implementation.
The Supervisory Board advises the Management Board on managing the company and supervises its activities. The Supervisory Board of zooplus AG comprises six members. Further information on the members of the Supervisory Board can be found here.
It performs its activities according to statutory provisions, the German Corporate Governance Code, the articles of incorporation and its bylaws. It discusses the business growth and forecasts as well as the strategy and its implementation and also the risk management system with the Management Board at regular intervals. Major entrepreneurial decisions, larger investments and larger financing activities require the Supervisory Board’s approval. The Supervisory Board appoints the members of the Management Board and is also responsible for extending the appointments of the members of the Management Board or dismissing them, and also for defining the Management Board’s remuneration. In addition, it is also responsible for approving the annual financial statements and consolidated financial statements presented by the Management Board. The financial statements are thus confirmed when the Supervisory Board approves them.
The Supervisory Board has established an audit committee, a nomination committee and a personnel committee.
Further details on the Supervisory Board’s work and its committees can be found in the current Supervisory Board report.
Information on the targets for the proportion of women in the Supervisory Board, Management Board and upper management levels of zooplus AG
The “Law for Equal Participation of Women and Men in Management Positions in the Private and Public Sector” stipulates targets for the proportion of women in the Supervisory Board, the Executive Board and the two management levels below the Executive Board.
Women on the Supervisory Board
For the Supervisory Board of zooplus AG, no women’s share in the sense of a fixed target is planned until the self-imposed deadline for reaching the target on June 30, 2021 expires. The Supervisory Board is of the opinion that, despite the endeavor to fill the body with at least one woman, the best possible qualification of a candidate for the Supervisory Board mandate must be judged according to a variety of criteria.
Women on the Management Board
The Management Board of zooplus AG currently consists of four members. Following the departure of Ms. Skersies from the Management Board as of November 30, 2018, the previous target of 33% was no longer meaningful from an organizational aspect. The Supervisory Board has modified the targeted percentage, and in accordance with Section 111 (5) AktG has decided to no longer stipulate a set target for female representation on the Management Board until the self-imposed deadline of October 31, 2023. The Supervisory Board is of the opinion that despite the attempt to have at least one female member on the Management Board, the candidate with the best possible qualification for the Management Board mandate must be judged according to a variety of criteria.
Women in the first and second management level
In accordance with Section 76 (4) AktG, the zooplus AG Management Board established a target level of female representation of 33% each for the first and second management levels below the Management Board. This target is to be maintained until June 30, 2021. The two levels of management, as defined by Section 76 (4) AktG, were established based on the existing reporting lines below the Management Board at zooplus AG. The above target levels are currently being achieved in both the first and second levels of management.
Diversity is firmly anchored in the corporate culture of zooplus AG and its Group companies. All dimensions of diversity are equally important for zooplus AG, be it age, gender, educational background and occupation, origin and religion or sexual orientation and identity.
zooplus AG’s Management Board and Supervisory Board consider it their task to further increase and productively exploit the various aspects of diversity – beyond the definition of targets for the proportion of women on the Management Board and Supervisory Board as well as in management positions. So far, zooplus AG has not yet pursued its own diversity concept with regard to the composition of the Management Board and the Supervisory Board. However, the internal design and further development of an open and inclusive corporate culture plays a key role in the day-to-day work of the Management Board and the Supervisory Board. The Management Board and the Supervisory Board also intend to develop a diversity concept for their own composition for the future that addresses key aspects of diversity, defines specific goals for this purpose and contains guidelines for how they will be achieved.
The corporate governance report prepared jointly by the Management and Supervisory Boards of zooplus AG can be found in the Annual Report.