The German Corporate Governance Code ("Code") stipulates essential statutory regulations for the management and supervision of German listed companies (corporate governance) and contains internationally and nationally recognized standards of good and responsible corporate governance. The Code is intended to make the German corporate governance system transparent and readily comprehensible. The Code aims to promote the confidence of international and national investors, customers, employees and the public in the management and supervision of German listed companies.
The Government Commission on the German Corporate Governance Code is responsible for the preparation and ongoing development of the Code. The Commission was convened by the Federal Minister of Justice in September 2001 and adopted the German Corporate Governance Code for the first time on February 26, 2002. As a rule, the Code is reviewed by the Commission once a year against the background of national and international developments in corporate governance principles and adapted as necessary.
The Code has a legal foundation in the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG). The Code is published in the official section of the Federal Gazette in the version relevant for the declaration pursuant to Section 161 AktG.
We view good corporate governance as a mandatory prerequisite for creating sustainable value for our shareholders and all other stakeholders.
Our corporate governance is characterised by a clear culture of values and consistent compliance with legal regulations and internal guidelines. The basis for this is formed by the Group-wide standards of conduct, which we set out in our Code of Conduct, which is publicly available here. They provide binding orientation for all employees, managers and executive bodies.
Within the framework of the statutory provisions, the Management Board is bound to the Company interests as well as to the business policy principles of ATOSS Software AG and the principles of proper corporate management. The purpose of his corporate governance is to sustainably increase the value of the Company. In addition to long-term economic goals, the Executive Board also takes into account ecological and social goals. In coordination with the Supervisory Board, it develops the ATOSS Software AG’s strategic direction and is responsible for its implementation. It is also responsible for keeping and developing appropriate planning, control and risk management systems.
The areas of responsibility of the individual members of the Management Board are defined in such a way that all major functions, products and markets are represented in the Management Board. Decisions of major importance are made in the entire Management Board on the basis of systematic and results-oriented preparations, an appropriate analysis of the expected effects on success and risks, and open-ended discussions.
In performing their management duties, the Management Board’s members may not pursue any personal interests which conflict with or impair ATOSS Software AG’s interests, nor may they accept benefits or other advantages of this kind. Neither directly nor indirectly, they may take advantage of business opportunities to which ATOSS Software AG is entitled, for themselves or for persons or companies closely associated with them. The Management Board’s members are also subject to a comprehensive non-competition clause as well as to the statutory insider rules. They are supported by a compliance officer who advises them on insider issues, monitors compliance with insider guidelines and is responsible for the relevant contacts with the competent authorities. These aforementioned principles also apply to executive members. Material transactions require the approval of the Supervisory Board.
The core task of the Supervisory Board consists of the personnel appointment and regular advice to the Management Board, as well as the monitoring of the company management and the achievement of long-term corporate goals. Monitoring and advisory services also include sustainability issues in particular.
In order to fulfil its monitoring function, ATOSS Software AG’s Supervisory Board has adopted rules of procedure. Certain transactions are subject to the approval of the Management Board within the framework of its rules of procedure, in particular strategic realignments, investment projects, loans, company formations and participations as well as other transactions above a certain size. The attendance of Supervisory Board members and Audit Committee members at meetings of the relevant body is reported in the Report of the Supervisory Board.
When selecting candidates to be proposed to the Annual General Meeting for election in the Supervisory Board, the Supervisory Board makes sure that they are persons who have the required expertise, skills and professional experience. In particular, ATOSS Software AG will comply with the recommendation of the Corporate Governance Code for future elections to the Supervisory Board or with a court appointment to propose at least one independent member with sufficient expertise in the field of auditing/accounting or with comparable expertise.
At least one member of the Supervisory Board and the Audit Committee must have expertise in the field of accounting and at least one other member of the Supervisory Board and the Audit Committee must have expertise in the field of auditing. Furthermore, in accordance with the recommendation of the Corporate Governance Code, ATOSS Software AG will ensure that in future elections to the Supervisory Board or a court appointment that the position of Chairman of the Audit Committee is filled by at least one independent member with special knowledge and experience in the application of accounting principles and internal control and risk management systems or in the auditing of financial statements.
All the Supervisory Board’s members undertake not to exercise a mandate with a competitor and not to accept benefits or other advantages that conflict with the Company or its customers. Material conflicts of interest that are not merely temporary shall lead to the termination of the office. At the Annual General Meeting, the body reports on any arisen conflicts of interest and on how they have been dealt with. The Supervisory Board’s members shall not disclose confidential information.
The Company does not pursue a diversity concept within the meaning of Section 289f, para. 2 no. 6 HGB [Handelsgesetzbuch; German Commercial Code]. In the composition of the authorised representative body and the Supervisory Board, the experience, skills and expertise of the individuals are of primary importance to the Company. For this reason, the Management Board and the Supervisory Board currently consider the diversity criteria to be of secondary importance, even though they are expressly welcomed.
Annual General Meeting
The Annual General Meeting of ATOSS Software AG is held annually in Munich. Among other things, it decides on the profits distribution, the discharge of the Management Board, the election of Supervisory Board members or their discharge, and the election of the auditor.
The Management Board informs the Supervisory Board on a regular basis, promptly, unsolicited and comprehensively about all material issues related to the business development as well as the potential risks to the Group's corporate development. At the same time, the corporate strategic direction is coordinated with each other in joint consultations. Should extraordinary events occur which are of significance for the assessment of the situation and development or ATOSS Software AG’ management, the Management Board shall promptly inform the Chairman of the Supervisory Board. The latter ensures that the ATOSS Supervisory Board is informed and, if necessary, calls a Supervisory Board extraordinary meeting.
ATOSS Software AG’s Board of Directors submits the sales, budget, balance sheet and cash flow planning to the Supervisory Board for approval before the beginning of each financial year. The Supervisory Board is informed about deviations of the actual values from the submitted planning as well as about the adjustments to the planning in the following meetings. If the development of business shows significant unexpected deviations from the submitted planning at short notice, ATOSS Software AG’s Management Board shall promptly inform the Chairman of the Supervisory Board. The latter shall - if necessary - convene a Supervisory Board’s extraordinary meeting.
Although the Articles of Association of ATOSS Software AG include the option of appointing only one person to the Management Board, the Supervisory Board ensures that the Management Board consists of at least two persons. The Supervisory Board appoints a person from the Management Board as Chairman or spokesman of the Management Board.
Verbal reports of the Management Board to the Supervisory Board shall be accompanied by the submission of written documentation (also in electronic form). As a matter of principle, ATOSS Software AG’s Management Board, in consultation with the Chairman of the Supervisory Board, forwards these documents to the Supervisory Board members in good time prior to the relevant Supervisory Board meeting in order to enable them to an intensive preparation.
As part of its task of appointing the Management Board’s members, the Supervisory Board ensures
The ATOSS Software AG’s Management Board shall inform the Supervisory Board in good time of any planned transactions (other than day-to-day business) between ATOSS Software AG and the Management Board’s members and shall ensure that such transactions are not carried out without the prior consent of the Supervisory Board. The Supervisory Board will only give its approval to such a transaction if it is in line with usual industry conditions and does not run counter to the interests of ATOSS Software AG.
The Management Board shall inform the Supervisory Board at an early stage of the planned transactions (other than day-to-day business) among members of the Management Board. These require the prior approval of the Supervisory Board. Sideline activities of the Management Board’s members, in particular the assumption of supervisory board mandates within companies not belonging to ATOSS Software AG, require the approval of the Supervisory Board.
The Management Board shall ensure that the Compliance Officer for Insider Law reports to the Supervisory Board at least once a year.
The Supervisory Board has established an audit committee to support the Supervisory Board in the performance of its duties. The audit committee deals in particular with the tasks specified in Section 107, para. 3 sentence 2 AktG [Aktiengesetz; German Stock Corporation Act], i.e. primarily with the monitoring of accounting, the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, the audit of the financial statements and compliance. The audit committee is concerned with the independence of the auditor, the determination of audit focal points as well as the additional services provided by the auditor and preliminarily decides on the approval of permissible non-audit services. It regularly assesses the quality of the audit. The audit committee discusses with the auditor the assessment of the audit risk, the audit strategy and audit planning as well as the audit results. The chairman of the audit committee regularly discusses the progress of the audit with the auditor and reports to the committee on this. The audit committee regularly consults with the auditor, also without the Executive Board, and otherwise meets mainly on an ad hoc basis.
The audit committee shall consist of the following members:
The Chairman of the Audit Committee, Mr Klaus Bauer, is independent and has special knowledge and experience in the application of accounting principles and internal control and risk management systems. He is a trained accountant and has held senior positions in accounting, finance and controlling for many years, most recently as a member of the executive board of a listed company and Chief Operating Officer there, where he was also regularly involved in auditing issues. This also includes sustainability reporting and its audit.
Mr. Moritz Zimmermann also has expertise in the fields of accounting and auditing due to his education, his many years of experience as a founder and managing director of a stock corporation, in management positions of a listed technology group and as a general partner of a venture capital company.
Mr. Rolf Baron Vielhauer von Hohenhau is a graduate in business administration and has been President of the Association of Taxpayers (Bavarian State Association) for many years. Due to his professional background, he fulfils the qualification of a financial expert and has special knowledge in the field of auditing.
The members of the Audit Committee as a whole are familiar with the sector in which the Company operates.
Further information pursuant to Section 285, no. 10 HGB on the composition of the bodies can be found in the notes to the consolidated financial statements.
The Supervisory Board considers all at least three of its current members (Moritz Zimmermann, Klaus Bauer, Rolf Baron Vielhauer von Hohenhau) to be independent within the meaning of Clause C.6 GCGC [German Corporate Governance Code]. According to the recommendation in Clause C.7, paragraph 2 DCGK, when assessing the independence of its members, shareholder representatives shall take into consideration, among other things, whether he/she has been a member of the Supervisory Board for more than 12 years. Baron Vielhauer von Hohenhau has been a member of the Supervisory Board of the Company since 2001, so that according to Clause C.7, paragraph 2 last indent DCGK a formal indicator is given which could speak against his independence. However, Baron Vielhauer von Hohenhau's long membership in the Supervisory Board is an expression of special expertise, on the basis of which he has repeatedly been proposed for election to the Supervisory Board and elected by the Company's Annual General Meeting. His long time experience enrich the work of the Supervisory Board and do not impair its ability to perform its duties with the due independence.
The current remuneration report, the auditor's report on the audit of the remuneration report, the applicable remuneration system for the members of the Management Board and the Supervisory Board and the last resolutions of the Annual General Meeting on the remuneration systems of the Management Board and the Supervisory Board or the remuneration of the Supervisory Board are available on the Company's website.
Targets for the proportion of women in the Management Board and Supervisory Board
Pursuant to Section 111, para. 5 AktG, the Supervisory Board shall set targets for the proportion of women in the Management Board and in the Supervisory Board. If the proportion of women is below 30 per cent when the target figures are set, the target figures may no longer fall below the respective proportion achieved. At the same time, deadlines for achieving the target figures must be set, with a maximum period of five years.
In its meeting on 29 April 2022 the Supervisory Board has decided, with effect from 1st July 2022, that the target figure for the proportion of women on the Management Board and Supervisory Board shall be at least 0 per cent respectively. A deadline on 30 June 2027 was set for the achievement of each of these target figures.
In setting the target figure of 0 per cent for the Management Board, the Supervisory Board was guided by the following considerations and justified this determination as follows: the Supervisory Board respects the objectives pursued by introducing a women's quota and places great value to equal treatment and equal opportunities for women and men as well as wider diversity. The staffing of Management Board positions shall be oriented towards the good of the Company. When selecting members of the Management Board, the Supervisory Board looks for personal suitability, integrity, convincing leadership qualities, international experience, professional qualifications for the task to be taken on, past performance, knowledge of the Company and the ability to adapt to changing processes. The aspect of diversity is an important selection criterion when staffing Management Board positions, also with regard to aspects such as age, gender, origin and educational and professional background. Following the successful filling of two vacancies in the Management Board in 2021 and the expansion of the Management Board to four members, the restructuring and expansion of the Management Board has been completed for the time being from the perspective of the Supervisory Board. Based on the size and composition of the Management Board now available and the terms of the current Management Board employment contracts, no changes in staffing are planned, so that the target applicable until 30 June 2027 for the proportion of women in the Management Board was set at 0 per cent.
In setting the target figure of 0 per cent for the Supervisory Board, the Supervisory Board was guided by the following considerations and justified this determination as follows: the Supervisory Board respects the objectives pursued by introducing a women's quota and places great value to equal treatment and equal opportunities for women and men as well as wider diversity. The staffing of Supervisory Board positions shall also be oriented towards the good of the Company. The Supervisory Board’s members shall each have the expertise, skills and professional experience necessary for the proper performance of their duties and shall be familiar as a whole with the sector in which the Company operates. At least one member of the Supervisory Board shall have expertise in the field of accounting, at least one other in the field of auditing. When proposing candidates for election to the Supervisory Board, the Supervisory Board looks for personal suitability, integrity, convincing leadership qualities, international experience, professional qualifications and also takes into account previous experience and knowledge of the Company. The aspect of diversity is an important selection criterion in the nomination of Supervisory Board candidates, also with regard to aspects such as age, gender and educational and professional background. Nevertheless, the Supervisory Board pursues the purpose of furtherly developing the skills and experience in the Supervisory Board on the basis of all the criteria outlined above and of keeping a balance between continuity and innovation. Against this backdrop, in the opinion of the Supervisory Board and subject to the decision-making authority of the Annual General Meeting, no changes were required in the staffing of the Supervisory Board at the time of determination, so that the target for the proportion of women in the Supervisory Board, which applies until 30 June 2027, continues to be set at 0 per cent.
Target figures for the proportion of women at the first and second management levels
Pursuant to Section 76, para. 4 AktG, the Management Board shall set a target figure for the proportion of women in the two management levels below the Management Board. If the proportion of women is below 30 per cent when the target figures are set, the target figures may no longer fall below the respective proportion achieved. At the same time, deadlines shall be set for achieving the target figures. The deadlines may not exceed five years in each case.
At its meeting on 4 April 2022, the Management Board decided that the target figure for the proportion of women should be at least 30 per cent at the first management level and at least 40 per cent at the second management level with effect from 1 July 2022. A deadline on 30 June 2027 has been set for achieving these target figures. The first management level below the Executive Board includes members of the Executive Management Committee and authorised signatories, while the second management level below the Executive Board includes all managers with personnel responsibility.
Good corporate governance is an essential basis for sustainable and long-term Company success. The Supervisory Board and the Management Board of ATOSS Software AG are committed to this good corporate governance. Their principles of responsible corporate governance and control determine the actions of the Company's executive bodies. Future developments in this field will be closely monitored and the corporate governance structures - if deemed necessary or appropriate - will be further developed accordingly.
In accordance with Principle 23 of the German Corporate Governance Code, the Board of Management and Supervisory Board of ATOSS Software AG report annually on the corporate governance of the company. The declaration of conformity with the recommendations of the German Corporate Governance Code in the version dated 16 December 2019 and, since its validity, in the version dated 28 April 2022, as required by Section 161 of the German Stock Corporation Act (AktG), was adopted by the Board of Management and Supervisory Board on 8 December 2022 and made publicly available on the company's website on 8 December 2022.
Management Board remuneration system
The current remuneration system for members of the Management Board of ATOSS Software AG has been in place since the financial year 2021 and was approved by a majority of 86.09% at the Annual General Meeting on 30 April 2021 (the voting results of the Annual General Meeting 2021 can be found here). A full description of the system can be found in the invitation to the Annual General Meeting 2021 under item 7 "Resolution on the approval of the system for the remuneration of the members of the Executive Board".
Remuneration system for members of the Supervisory Board
The remuneration of the Supervisory Board of ATOSS Software AG is set out in section 12 of the Articles of Association. The current remuneration system for members of the Supervisory Board of ATOSS Software AG has been in place since the financial year 2021 and was adopted by the Annual General Meeting on 30 April 2021 with a majority of 99.70%. (the voting results of the Annual General Meeting 2021 can be found here). A full description of the system can be found in the invitation to the Annual General Meeting 2021 under item 8 "Resolution on the new determination of the remuneration of the members of the Supervisory Board".
Remuneration report 2022
The remuneration report explains the principles of the remuneration system for members of the Management Board and Supervisory Board of ATOSS Software AG, and describes the level and structure of the remuneration of board members in financial year 2022. The report is based on the requirements of Sec. 162 of the German Stock Corporation Act (AktG). To the remuneration report
The members of the Management Board and Supervisory Board of ATOSS Software AG and the persons closely associated with them are obliged pursuant to Article 19 of Regulation (EU) No. 596/2014 on Market Abuse (MAR) to notify ATOSS Software AG and the Federal Financial Supervisory Authority (BaFin) of proprietary transactions involving shares in ATOSS Software AG.
The following transactions were reported to ATOSS Software AG (since 3 July 2016 in accordance with Article 19 MAR, previously in accordance with Section 15a of the German Securities Trading Act):
Voting rights notifications when reporting thresholds are crossed
Pursuant to § 40.1 WpHG, ATOSS Software AG is obliged to publish the notifications relating to voting rights that it has received pursuant to § 33 WpHG. We publish these notifications via EQS Group AG.
We kindly request any shareholder obliged to inform about changes in their voting rights to send the relevant notification to the following e-mail address: firstname.lastname@example.org.