Declaration by the Board of Management and the Supervisory Board of Energiekontor AG on the recommendations of the "Government Commission on the German Corporate Governance Code" pursuant to Section 161 of the German Stock Corporation Act (AktG).
In March 2022, the Management Board and Supervisory Board of Energiekontor issued the declaration of compliance with the recommendations of the German Corporate Governance Code in its version of 16 December 2019 ("Code") for the 2021 financial year pursuant to Section 161 of the German Stock Corporation Act (AktG):
Section A.1: When filling management positions, the Management Board shall be guided by the requirements of the relevant function and shall look for the best possible person who meets these requirements. If several equally qualified candidates are available, the Management Board shall pay attention to diversity and an appropriate consideration of women in the Company when making appointments, without making these criteria a primary principle.
Section A. 2:Energiekontor AG maintains a compliance management system that is aligned and appropriate to the industry, size and business model of the Company. The compliance management system covers compliance standards in particular through the prevailing risk management system and the internal control system. In addition, there is a signature and approval process as well as compliance guidelines. The basic features of the compliance management system have not yet been disclosed in detail and separately on the Company's website; Energiekontor AG therefore declares a deviation in this regard as a precaution.
Section B.1:When appointing the Management Board, the Supervisory Board is guided by suitability and qualification and seeks the best possible appointment to Management Board positions. Furthermore, taking into account the size of the Company, the Supervisory Board considers it appropriate not to make the selection of Management Board members dependent on criteria such as individual orientation or gender, but rather solely on their personality and expertise. In the opinion of the Company, the special weighting of further criteria prescribed by the Code would limit the selection of possible female or male candidates for the Management Board.
Section B.2: Together with the Management Board, the Supervisory Board will develop a long-term succession planning in the near future in order to ensure sustainable corporate development.
Section B.5: For the Management Board and the Supervisory Board a general age-related exclusion is not appropriate, as this could prevent an optimal composition of the Management Board for purely formal reasons. In addition, the company should also have the expertise of experienced leaders at its disposal. In this respect, the setting of an age limit was waived.
Section C.1-C.3:The recommendations in C.1 were not complied with. In addition to the size of the Company, suitability, experience and qualifications are also the decisive selection criteria for appointments to the Supervisory Board. Being bound to specifications regarding future appointments restricts flexibility without any other advantages for the Company. This applies all the more as the Supervisory Board consists of only three members.
Against this background, there is also no general age limit (C.2). The length of service on the Supervisory Board is not explicitly disclosed in the corporate governance statement (C.3). The Supervisory Board is generally of the opinion that a longer membership of individual Supervisory Board members can be in the interest of the Company and the respective eligible voters in individual cases, which would also not be adequately taken into account by a general age limit.
Section C.7:The current Supervisory Board consists of three persons. Two members are the founders of the Company. In order to comply with the recommendation of the GCGC, the Supervisory Board would have to be expanded to at least 5 persons. This is not considered appropriate.
Section C.8: In the opinion of the Supervisory Board, no conclusion can be drawn from the length of membership of the Supervisory Board as to the independence of the respective member and, furthermore, there have been no indications to date of a lack of independence on the part of Dr Bodo Wilkens or Günter Lammers.
Section C.10:The Company's Supervisory Board consists of three members. The Chairman of the Supervisory Board, Dr Bodo Wilkens, has been a member of the Supervisory Board of Energiekontor AG for more than eighteen years and is considered independent of the Company with reference to recommendation C.8. An Audit Committee was set up in the 2021 financial year in accordance with Section 107 (4) of the German Stock Corporation Act (AktG). Due to the current number of three Supervisory Board members, they are also members of the Audit Committee. Günter Lammers was elected chairman of the audit committee. Lammers has been a member of the Supervisory Board of Energiekontor AG for more than eighteen years and, with reference to recommendation C.8, is considered independent of the Company and is independent of the controlling shareholder. The formation of further committees was refrained from against the background of the size of the Company and the number of members of the Supervisory Board.
Section D.4-D.5:The Chairman of the Audit Committee is Günter Lammers. Lammers has been a member of the Supervisory Board of Energiekontor AG for more than eighteen years and is considered independent of the Company with reference to recommendation C.8. The Audit Committee will meet for the first time in the 2022 financial year. No other committees exist and are not necessary due to the circumstances of the Company. The formation of a nomination committee would not result in an efficient division of labour within the Supervisory Board, as the relevant issues and questions are discussed in plenary sessions.
Section D11:The audit committee will meet for the first time in the 2022 financial year, so that no assessment of the quality of the audit has been made by an audit committee to date.
Section G.1: A remuneration system for the Supervisory Board and Management Board in accordance with the recommendations of G.1 et seq. GCGC was submitted to the Annual General Meeting of the Company on 20 May 2021 for approval and was approved by a large majority. For the first time and in accordance with §162 of the German Stock Corporation Act (AktG), the Company shall prepare a remuneration report for the 2021 financial year, which the Company shall publish on the Company's website for at least ten years.
The current Management Board contracts are not yet subject to the agreed and approved remuneration system and subsequently deviate from some recommendations.
Section G.10:The variable remuneration for the Management Board consists of an annual performance-related remuneration ("profit-sharing"), which is paid in cash. In addition, variable remuneration may be granted in the form of stock options, if the legal requirements for this are met. The Company cannot therefore exclude that the variable remuneration amounts granted to the Management Board member are not predominantly invested in shares of the Company or granted accordingly on a share-based basis. However, the variable remuneration amounts granted are always oriented towards the sustainable and long-term development of the Company.
Section G.11: The existing remuneration system is designed in such a way that exceptional developments are adequately taken into account.
Bremen, March 2022
For the Management Board
Chairman of the Management Board
For the Supervisory Board
Dr. Bodo Wilkens
Chairman of the Supervisory Board