Declaration by the Management Board and Supervisory Board of hotel.de AG in respect of the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)
The management of hotel.de has always been committed to high-quality, responsible company management. The company’s Management and Supervisory Boards therefore endorse the suggestions and recommendations set out in the German Corporate Governance Code, which is based on nationally and internationally recognised standards. They declare that these recommendations were largely complied with in the past and will continue to be complied with in future as well.
The company deviates in the following points from the current version of the German Corporate Governance Code dated 26 May 2010:
In Point 3.8, the Code recommends that a deductible of at least 10% of the loss up to at least the amount of one and a half times the fixed annual compensation of the Management Board member should be agreed when the company takes out a D&O policy for the Management Board. An equivalent deductible should be agreed upon in the D&O policy for the Supervisory Board. Since amending its D&O insurance contracts in respect of Management Board members as of 1 July 2010, the company has complied with this recommendation in terms of the Management Board. The company has not agreed any deductible for Supervisory Board members and does not intend to do so in future. The Management and Supervisory Boards are of the opinion that the agreement of a deductible is neither necessary nor suitable as a means of influencing the conduct of Supervisory Board members.
The Code recommends in Point 4.2.3 that the monetary compensation of the Management Board and in Point 5.4.6 that the compensation of the Supervisory Board be divided into fixed and variable, performance-related components. Each member of the company’s Management Board is simultaneously a shareholder in hotel.de. The company believes this already provides a performance-related incentive effect and has therefore foregone any additional variable compensation. In line with a resolution by the Annual General Meeting, the compensation of the Supervisory Board also does not include any performance-related component.
In Points 5.1.2 and 5.4.1, the German Corporate Governance Code recommends that age limits be set for members of the Management and Supervisory Boards respectively. The company deems it advisable to focus on criteria such as competence and experience in the composition of the Management Board. For the same reason, it does not believe the setting of an age limit for members of the Supervisory Board to be expedient.
Point 5.3 of the German Corporate Governance Code recommends that the Supervisory Board should establish committees. Given the size of the company and the number of Supervisory Board members, the company does not believe that the additional establishment of committees would enhance the efficiency of the Supervisory Board’s activities. For reasons of cost, hotel.de has therefore foregone the formation of committees.
In Point 5.4.1 the Supervisory Board is recommended to state specific targets for its composition. The targets set by the Supervisory Board should be published in the corporate governance report together with their implementation status. The Supervisory Board of hotel.de AG has not set any specific targets. In terms of its composition, it basically ensures that its members collectively have the knowledge, skills and specialist experience necessary for them to perform their duties correctly. Due account is also taken of the company’s specific situation, its international activities, potential conflicts of interest and diversity considerations. Moreover, the Supervisory Board also aims to ensure suitable representation of female members in future.
In Point 7.1.1, the German Corporate Governance Code recommends that the consolidated financial statements and interim reports should be prepared in accordance with internationally recognised accounting standards. Point 7.1.2 further recommends the publication of the consolidated financial statements within 90 days of the end of the financial year and of interim reports within 45 days following the end of the reporting period. hotel.de Aktiengesellschaft will convert its existing accounting standards from the German Commercial Code (HGB) to IFRS as soon as it is required to prepare consolidated financial statements which include its international subsidiaries. Moreover, hotel.de publishes its financial statements and interim reports in line with statutory requirements and plans to comply with the deadlines recommended by the Code. These may nevertheless be exceeded on occasion.
The Management Board
Dr. Heinz Raufer (Chairman of the Management Board)
The Supervisory Board
Dr. Stefan Morschheuser (Chairman of the Supervisory Board)
Nuremberg / Hamm, March 2011
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