Corporate Governance
Corporate Governance Statement
In the Corporate Governance Statement, the Management Board and Supervisory Board report on corporate governance pursuant to sections 289f and 315d of the German Commercial Code (HGB). The Corporate Governance Statement includes information on relevant corporate governance practices and other aspects of corporate governance in addition to the annual Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG).
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.
Auditor
On 31 May 2023, the Annual General Meeting appointed BDO AG Wirtschaftsprüfungsgesellschaft, registered office in Hamburg, Essen branch, as auditors of secunet Security Networks AG and Group auditors of the secunet Group for the 2023 financial year and as auditors for an audit review of the Consolidated Financial Statements and the Interim Management Report of secunet Security Networks AG and the secunet Group as at 30 June 2023. BDO AG Wirtschaftsprüfungsgesellschaft has been the auditor since the 2023 Annual and Consolidated Financial Statements. The auditor responsible since the 2023 Annual and Consolidated Financial Statements has been Mr Marc Fritz.
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.
Remuneration Report
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.
