Since the last declaration of compliance in April 2018, Energiekontor AG has complied with the recommendations of the "Government Commission German Corporate Governance Code" in accordance with the then valid version of the German Corporate Governance Code dated February 7, 2017 with the following exceptions:
Section 3.8 (3): The D&O insurance taken out by the Company for the Supervisory Board does not provide for a deductible. In view of the remuneration structure of the Supervisory Board and the statutory minimum size of three members, this is not considered appropriate. Furthermore, the Executive Board and the Supervisory Board are of the opinion that agreeing on a deductible would not be suitable to improve the motivation and responsibility with which the members of the Supervisory Board perform the tasks and functions assigned to them.
Section 3.10 sentence 1: The Management Board and Supervisory Board shall report annually on corporate governance (Corporate Governance Report). Contrary to this recommendation, the Management Board and Supervisory Board do not submit a Corporate Governance Report. The Management Board and Supervisory Board are of the opinion that such a report is not necessary in addition to the Declaration of Conformity due to the size of the company.
Section 4.1.3: The Management Board shall ensure that appropriate measures are taken (compliance management system) in line with the Company's risk situation and disclose their main features. Employees should be given the opportunity, in a suitable manner, to give protected indications of violations of the law within the company. Contrary to these recommendations, the Management Board is currently refraining from setting up such a compliance management and whistleblower system. In view of the manageable corporate structures and business processes as well as flat hierarchies, the need for a compliance management and whistleblower system has so far been comparatively low. Close involvement of the Management Board in key business transactions, projects and corporate processes ensures ongoing monitoring of possible risks of legal violations within the Company. There is a regular exchange between employees and the Management Board, whereby a culture of trust within the company is cultivated. Every employee of Energiekontor AG is asked to communicate grievances within the company via short channels without frictional losses. It is the responsibility of every employee to choose the appropriate communication channel.
Section 4.1.5: Even if the Management Board pursues the objective of promoting women and attracting further women to management positions, the Board of Management pays exclusive attention to the professional and personal qualifications of the respective applicant when filling management positions in the company. This approach has proven its worth. The requirements of the Code inappropriately restrict the Management Board in its selection of suitable candidates for management positions to be filled.
Section 4.2.1 sentence 2: Due to the manageable number of Management Board members, no rules of procedure are provided for. In view of the small size of the Management Board, this ensures the necessary flexibility in the event of necessary changes and thus an efficient division of labour.
Section 4.2.2 para. 2 sentence 3: Section 4.2.2 para. 2 sentence 3 of the Code recommends that the Supervisory Board should also take into account the relationship between the remuneration of the Management Board and the senior management and the relevant workforce as a whole over time. In concluding the current Management Board contracts, the Supervisory Board has ensured in accordance with the provisions of the German Stock Corporation Act that the total remuneration is in reasonable proportion to the tasks and performance of the Management Board member and does not exceed the usual remuneration and will continue to ensure this in the future. The determination of the remuneration of the Management Board is based on the scope of business, its economic and financial situation and the structures of the salaries of Management Board members of comparable companies in accordance with the customary method of calculation. In addition, the individual tasks and areas of responsibility of the respective Management Board member are taken into account. Insofar as Section 4.2.2, Paragraph 2, Sentence 3 of the Code specifies the review of the vertical appropriateness of Management Board remuneration already required under the German Stock Corporation Act (Aktiengesetz) and defines the relevant comparison groups and the timing of the comparison in more detail, a deviation is explained in this respect. When reviewing vertical appropriateness, the Supervisory Board does not distinguish between the comparison groups of the Code recommendation and does not conduct any surveys on the development of the wage and salary structure over time. The management organisation of the Energiekontor Group is characterised by a comparatively small management team and a flat hierarchy. In the view of the Supervisory Board, the demarcation of an "upper management circle" would neither accurately reflect the actual operational organization nor would it make sense from an operational and organizational point of view. The Supervisory Board is of the opinion that the appropriateness of the remuneration of the Management Board can be comprehensively ensured without determining an upper management circle. In addition, the Management Board and the Supervisory Board are of the opinion that details of this new Section 4.2.2 (2) sentence 3 are still the subject of controversial discussion in practice and legal literature. For this reason, too, a deviation is declared as a precautionary measure.
Section 4.2.3 para. 6: The Annual General Meeting is not informed once about the main features of the remuneration system for the members of the Management Board and then separately about any changes to it, as the relevant information is already contained in the annual financial report, which is available to all shareholders.
Section 5.1.2: The Supervisory Board does not comply with this recommendation in that it is guided exclusively by the qualifications of the persons available when appointing the members of the Management Board - apart from the legally binding determination of the proportion of women - and does not assign any priority decision relevance to gender in this context.
There is currently no age limit for members of the Management Board. Older people should not be discriminated against. Cooperation is based on personal performance and professional background. Due to the age structure of the Management Board, the Supervisory Board also refrains from long-term succession planning.
Sections 5.3.1, 5.3.2, 5.3.3: The Supervisory Board of Energiekontor AG consists of only three members. The formation of professionally qualified committees, audit committees and nomination committees is - under the specific circumstances of the company - not expedient and - unlike larger committees - does not lead to an increase in efficiency. Therefore, it does not make sense to form such committees. All the tasks incumbent on the Supervisory Board are dealt with and answered for jointly.
Section 5.4.1 para 2 and 5: The Supervisory Board of Energiekontor AG does not specify any concrete objectives for its composition - apart from the legally binding determination of the proportion of women - and does not draw up a competence profile for the entire body. In its nominations for election to the Supervisory Board, the Supervisory Board has hitherto been guided solely by the suitability of the candidates with the aim of assembling the Supervisory Board in such a way that its members have the overall knowledge, skills and professional experience required for the proper performance of their duties. The Supervisory Board is convinced that this approach has proved its worth. Therefore, there is basically no need to change this practice. Consequently, the further recommendations based on this pursuant to Section 5.4.1 cannot be followed.
Section 5.4.6 para. 3: Contrary to the recommendation in Section 5.4.6 para. 3, the remuneration of the members of the Supervisory Board (including the remuneration paid by the Company to the members of the Supervisory Board or benefits granted for services provided personally, in particular advisory and agency services) has not been and will not be itemized, but reported in full annually in the Notes or in the Management Report. The structure and amount of the remuneration for the Supervisory Board are derived from the information provided in the Notes or in the Management Report. Energiekontor AG considers this information to be sufficient to satisfy the information interests of the capital market and the shareholders. The remuneration of the members of the Supervisory Board is also decided annually by the Annual General Meeting.
Section 7.1.4: The Company does not disclose in the consolidated financial statements any relationships with shareholders who qualify as related parties within the meaning of the applicable accounting regulations, as the expenses and costs are considered unreasonable in view of the size of the Company.
Energiekontor AG will comply with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated February 7, 2017 with the following exceptions:
Section 3.8 (3): The D&O insurance taken out by the Company for the Supervisory Board does not provide for a deductible. In addition, the Executive Board and the Supervisory Board are of the opinion that agreeing on a deductible would not be suitable to improve the motivation and responsibility with which the members of the Supervisory Board perform the tasks and functions assigned to them.
Section 4.1.5: When filling management functions, the Management Board orients itself to the requirements of the corresponding function and searches for the best possible person who fulfils these requirements. If there are several equally qualified candidates available, the Management Board will take care to ensure diversity and appropriate consideration of women in the company when appointing candidates, without making these criteria a priority principle.
Section 5.1.2: The Supervisory Board bases its appointments to the Management Board on suitability and qualifications and seeks the best possible candidates for Management Board positions. In the opinion of the company, the special weighting of further criteria specified in the Code would limit the selection of possible candidates for the Management Board.
Section 5.4.1: It also applies to the composition of the Supervisory Board that suitability, experience and qualification are the relevant selection criteria. A commitment to specifications regarding future appointments restricts flexibility without any other advantages for the company. This applies all the more since the Supervisory Board consists of only three members.
Section 7.1.2: Energiekontor AG is guided by the post-admission obligations of the Regulated Market, which provides for publication of the annual financial report within 4 months of the end of the reporting period and publication of the half-yearly financial report within 3 months of the end of the reporting period.
Bremen, March 2019
For the Management Board
Peter Szabo (Chairman)
For the Supervisory Board
Dr. Bodo Wilkens (Chairman)