The term Corporate Governance stands for responsible management and control of companies with a view to long-term value creation. Efficient cooperation between the Management Board and Supervisory Board, respect for shareholders’ interests, openness and transparency of corporate communications are key aspects of good corporate governance.
The corporate governance reports from previous years can be found in the respective financial reports.
Codex as amended on April 28 2022
Declaration of Compliance 2023
Statement of Compliance by the Management Board and Supervisory Board of Amadeus Fire AG on the recommendations of the ‘Government Commission of the German Corporate Governance Code’ pursuant to Art. 161 paragraph 1 German Stock Corporation Act (AktG)
Amadeus Fire AG has complied with all recommendations of the “Government Commission of the German Corporate Governance Code” in the version dated April 28, 2022 (“Code”) and will continue to comply with them in future, with the following exceptions:
- The company does not comply with the recommendation in D.6 of the Code, according to which the Supervisory Board should meet regularly even without the Board of Management. The Supervisory Board only meets regularly without the Executive Board in the case of personnel matters concerning the Executive Board. For other topics, the Supervisory Board is only exceptionally not present due to circumstances.
- Section G.I. contains new and partly modified recommendations on the remuneration of the Board of Management. The following of these recommendations are not or not fully in line with the published remuneration system approved by the Annual General Meeting of Amadeus Fire AG on June 17, 2020
- The recommendation in G.10 that the Management Board member should not be able to dispose of the long-term variable grant amounts until after four years is not complied with according to the approved compensation system of the Management
Board. After expiry of an agreed long-term incentive plan, the term of which corresponds to that of the corresponding Management Board contract, the compensation entitlement is due. - The recommendation in G.12 regarding the payment of variable compensation after leaving the company on the contractually agreed due dates and in G.13 regarding the imputation of compensation for a non-competition clause to the severance payment is not complied with. The existing Management Board compensation system does not provide for such a regulation. There are individual contractual agreements with the members of the Management Board concerning the modalities in case of resignation.
- The recommendation in G.10 that the Management Board member should not be able to dispose of the long-term variable grant amounts until after four years is not complied with according to the approved compensation system of the Management
Frankfurt am Main, 7. November 2023