Corporate Governance Statement
In the Corporate Governance Statement, the Management Board and Supervisory Board report on the company's corporate governance in accordance with §§ 289f HGB and 315d HGB.
Declaration of Conformity with the German Corporate Governance Code
The Management Board and Supervisory Board of a company listed in Germany are legally obliged (§ 161 AktG) to declare once a year whether the officially published recommendations of the Government Commission on the German Corporate Governance Code applicable at the time of declaration have been and are being complied with. The companies are also obliged to declare which recommendations of the Code have not been or are not being applied and for what reasons this is not the case.
Articles of Association
You will find the current version of the Articles of Association of secunet Security Networks AG here.
Risk, Opportunities and Forecast Report
In the Risk, Opportunities and Forecast Report, we assess and explain the probable development of secunet Security Networks AG with its significant opportunities and risks, stating the underlying assumptions.
On 25 May 2022, the Annual General Meeting of secunet Security Networks AG appointed PriceWaterhouseCoopers GmbH, based in Frankfurt am Main, Essen branch, as auditor of the financial statements of secunet Security Networks AG and as auditor of the consolidated financial statements of the secunet Group for the financial year 2022, as well as auditor for a review of the condensed financial statements and the interim management report of secunet Security Networks AG and the secunet Group as at 30 June 2022.
Rules of Procedure of the Supervisory Board
Remuneration of the Management Board
With effect from 1 January 2021, the Supervisory Board of secunet Security Networks AG has adopted a modified remuneration system for the members of the Management Board. The remuneration of the Management Board is based in particular on long-term and sustainable growth, increased profitability, competitiveness and sustainability targets. In addition to financial key figures, non-financial performance indicators, which are equally essential for the long-term and sustainable success of the company, are also taken into account. The remuneration system for the members of the Management Board was approved by the shareholders at the Annual General Meeting on 12 May 2021.
Remuneration of the Supervisory Board
The remuneration structure for the members of the Supervisory Board provides for a solely fixed remuneration for their activities in the entire body and any committees formed. The remuneration system for the members of the Supervisory Board was approved by the shareholders at the Annual General Meeting on 12 May 2021.
The remuneration report summarises the principles according to which the remuneration of the Management Board of secunet Security Networks AG is determined and explains the amount and structure of the Management Board's income. It also describes the principles and amount of Supervisory Board remuneration.
Managers' Transactions (Directors' Dealings)
Pursuant to Article 19 of the EU Market Abuse Regulation, persons discharging managerial responsibilities in an issuer shall report own transactions in shares or debt instruments of that issuer or related derivatives or other related financial instruments to the issuer and the supervisory authority without undue delay and no later than three business days after the date of the transaction. This obligation also applies to persons who have a close relationship with such a person.
We publish the corresponding notifications here. There are currently no notifications.
Integrity, shared values, the reputation and trust of customers and business partners are always at the core of secunet's activities. An effective and transparent compliance organisation and uniform, clear principles and values determine our actions and form the basis for a secunet-wide understanding of compliance.
"Rules and values are like a compass that helps us stay on course. Those who respect shared values and guidelines can build on their success in a targeted and sustainable way.
Our dealings with employees, suppliers, business partners and shareholders are characterized by integrity, a sense of responsibility and trust. Absolute compliance with all applicable rules and laws is the benchmark for our actions. Compliance is a top priority for secunet.
secunet operates a compliance management system in accordance with the IDW PS 980 standard, including a compliance training program and a whistleblower system for the confidential reporting of violations of existing rules and laws.
The secunet Code of Conduct serves as a binding guideline for our daily actions. Each individual is responsible for living and implementing our self-image every day and everywhere.
We expect our employees, suppliers and business partners to act responsibly, with integrity and ethically in accordance with legal regulations. Violations of the law will not be tolerated and will be sanctioned accordingly."
The Management Board of secunet Security Networks AG, September 2022
The management's clear commitment to integrity gives rise to various measures. These are, firstly, training and counselling. secunet employees are regularly trained and sensitised to compliance issues. Participation in the training courses, which have taken place via online training since the outbreak of the Corona pandemic, is mandatory for all employees every two years.
The Compliance Office is available to answer any additional compliance questions. Secondly, guidelines define how conflicts of interest and corruption are to be handled. In the course of compliance training, attention is also drawn to compliance with the relevant guidelines and requirements by secunet's business partners.
The whistleblowing portal (BKMS® Incident Reporting) is at the disposal of employees of the secunet group or third parties to seek advice or draw attention to significant violations of the code of conduct – in particular illegal business practices.