CORPORATE GOVERNANCE DECLARATION
The Corporate Governance Declaration stipulated by Section 289a of the German Commercial Code comprises the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act, relevant disclosures concerning corporate governance principles, a description of how the Management Board and the Supervisory Board works and the composition and function of their committees. The corporate governance declaration also includes the report stipulated by Article 3.10 of the German Corporate Governance Code ("corporate governance report").
Declaration of Compliance
Declaration Of Conformity concerning the German Corporate Governance Code you will find here
Disclosures on corporate governance practices
In addition to the statutory requirements, the Company's bylaws, the rules of conduct of the Supervisory Board and the Management Board and the recommendations of the German Corporate Governance Code provide the basis for OHB Technology AG's corporate governance practices.
Method of work of Management Board and Supervisory Board
Management Board
The Management Board manages the Company in the exercise of its own responsibility.
The three members of the Management Board are required to conduct the Company's business in accordance with the applicable statutory provisions, the Company's bylaws, the rules of conduct issued by the Supervisory Board for the Management Board, the terms of their service contracts and the resolutions passed by the Management Board.
Their specific powers and responsibilities are determined in the business allocation plan for the Management Board. Regardless of this, the members of the Management Board are jointly responsible for corporate governance. The Management Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication.
The chief executive officer coordinates the activities of the members of the Management Board.
Supervisory Board
The Supervisory Board appoints, monitors and advises the Management Board and is directly involved in all decisions of fundamental importance for the Company. It exercises its duties in accordance with the relevant statutory provisions, the Company's bylaws and the resolutions which it passes. It comprises three members.
The Supervisory Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication. It held six meetings in 2009.
Collaboration between the Management Board and the Supervisory Board
The Management Board briefs the Supervisory Board regularly and comprehensively on order receipts, total revenues, earnings and capacity utilization at OHB Technology AG both at the Group level as well as within the individual business units.
In addition, it reports to the Supervisory Board on corporate planning, strategic development, the main investments and the Company's risk profile on an ongoing basis.
Committees of the Supervisory Board
The Supervisory Board has not established any committees.
The chairman of the Supervisory Board coordinates its activities.
Annual general meeting
The shareholders OHB Technology AG exercise their voting and control rights at the general meeting of the shareholders, which is held at least once a year. At this meeting, they pass resolutions on all matters governed by law with a binding effect on all shareholders and the Company. There is one vote for each share held. Each shareholder registering within the requisite period may attend the annual general meeting. Shareholders who are not able to attend in person may vote in proxy by instructing a bank, a shareholder association or the voting representative appointed by OHB Technology or any other agent.
Prior to the annual general meeting, shareholders are able to obtain detailed information on the Company’s performance in the previous year and the individual items of the agenda adopted for the shareholders’ meeting via the annual report on the Company available on the Internet and the invitation to the shareholders.
All documents and information on the annual general meeting as well as the annual report are available on our website.
Compensation report
The following compensation report individualizes the remuneration paid to the members of the Management Board and the Supervisory Board of OHB Technology AG and forms part of the Group management report for 2009. As a matter of principle, the compensation paid to the members of the Management Board comprises fixed and variable components. In 2008, the variable components were calculated in accordance with the extent to which the targets defined by the Supervisory Board had been achieved. The targets formulated by the Supervisory Board for the members of the Management Board were based on the planned consolidated net profit per year.As these targets had not been achieved in 2008, no entitlement to variable compensation arose in 2009. In the new service contracts for the members of the Management Board (valid from July 1, 2009 until June 30, 2012), the provisions governing the variable compensation component have been modified. Accordingly, it is no longer based on the degree to which a defined target is reached but is now expressed as an absolute proportion of the Company’s earnings (percentage of EBT).
There are currently no share-based compensation components or compensation components with a long-term incentive effect. In the event of the death of a Management Board member, his surviving dependents are entitled to receive continued payment of that member’s fixed-rate compensation for a period of six months. The compensation paid to Management Board members Marco R. Fuchs and Ulrich Schulz was allocated to OHB Technology AG and that payable to Prof. Dott. Ing. h.c. Manfred Fuchs to OHB-System AG until June 30 and to OHB Technology AG from July 1. It breaks down as follows: The total fixed-rate compensation paid in 2009 came to EUR 0.677 million (previous year EUR 0.652 million). No variable component was paid to any member of Management Board (previous year EUR 0.245 million). Mr. Marco R. Fuchs received a sum of EUR 0.251 million (previous year EUR 0.215 million) as fixed compensation including all benefits as well as advances towards health and pension insurance and a non-cash benefit in the form of a company car as well as contributions of EUR 1,700 (EUR EUR 1,700) towards an endowment policy. Prof. Dott. Ing. h.c. Manfred Fuchs received a sum of EUR 0.253 million (previous year EUR 0.241 million) as fixed compensation including all benefits such as advances towards health and pension insurance and a non-cash benefit in the form of a company car. In addition, payments of EUR 37,000 were made pursuant to a pension commitment assumed in 1988 under which he is to receive a sum of EUR 3,000 a month upon turning 65 years. Mr. Ulrich Schulz received a sum of EUR 0.173 million (previous year EUR 0.156 million) as fixed compensation including all benefits as well as advances towards health and pension insurance and a non-cash benefit in the form of a company car as well as contributions of EUR 1,200 (EUR 1,200) towards an endowment policy. Provisions of EUR 0.630 million were set aside for the payment of variable compensation to the Management Board for 2009.
Mrs. Christa Fuchs as chairwoman of the Supervisory Board received a sum of EUR 20,000 for 2009 (previous year EUR 20,000), Prof. Dr.-Ing. Hans J. Rath EUR 10,000 (previous year EUR 10,000) and Prof. Heinz Stoewer EUR 10,000 (previous year EUR 10,000). Variable compensation components were dispensed with. Mrs. Christa Fuchs received compensation of EUR 0.140 million (previous year EUR 0.127 million) for her advisory services for members of the OHB Technology Group in the year under review. Prof. Heinz Stoewer received compensation totaling EUR 10,500 (previous year EUR 20,500) in the year under review for the provision of consulting services. Prof. Rath received a fee of EUR 5,820 (previous year EUR 0) for consulting services.
Management Board and Supervisory Board shareholdings
As of the balance sheet date, Christa Fuchs, chairwoman of the Supervisory Board, held 1,500,690 shares, Prof. Heinz Stoewer, a member of the Supervisory Board, 1,000 shares and Marco R. Fuchs, chairman of the Management Board, 2,684,796 shares. The other members of the Management Board Prof. Dott. Ing. h.c. Manfred Fuchs and Ulrich Schulz held 4,263,064 and 54 shares, respectively. On December 31, 2009, VOLPAIA Beteiligungs-GmbH held 3,730,170 shares. Christa Fuchs held 20%, Marco R. Fuchs 25% and Prof. Dott. Ing. h.c. Manfred Fuchs 35% of the capital of VOLPAIA Beteiligungsgesellschaft as of the balance sheet date.
Directors’ dealings
In the year under review, members of the Company’s Management Board and Supervisory Board as well as related legal entities reported the following securities transactions:
On July 20, 2009, Prof. Dott. Ing. h.c. Manfred Fuchs and Christa Fuchs each transferred 500,000 shares to Marco Fuchs in the form of a gift free of any payment.
On August 10, 2009, Prof. Dott. Ing. h.c. Manfred Fuchs and Marco Fuchs undertook to each subscribe to 1,270,000 shares (total of 2,540,000) in connection with a non-cash equity issue in return for the contribution of shares in Carlo Gavazzi Space S.p.A. These shares were transferred on September 16. Admission to the stock market was applied for in connection with half of the shares thus received. The remaining new shares will initially not be admitted to the stock market and are subject to a lock-up period of 24 months.