The Executive Board and Supervisory Board traditionally work together closely for the welfare of the company. As such, we are able to comply with all recommendations of the German Corporate Governance Code.
Below you will find the current declaration of conformity. Declarations of conformity from previous years can be obtained by using the year filter below.
- 2020 - Declaration of Compliance
Update of the Declaration of Conformity 2020 on the German Corporate Governance Code in accordance with Section 161 of the German Stock Corporation Act (AktG)
The Executive Board and the Supervisory Board of LUDWIG BECK am Rathauseck - Textilhaus Feldmeier Aktiengesellschaft issued a declaration of compliance pursuant to Section 161 AktG on September 15, 2020, on the observance of the recommendations of the "Government Commission German Corporate Governance Code" published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette.
The recommendations of the Code as amended on December 16, 2019, and published in the Federal Gazette on March 20, 2020, have been and are being complied with, with the exceptions stated in the Declaration of Conformity of September 15, 2020.
On March 24, 2021, the Supervisory Board adopted a system for the renumeration of Executive Board members in accordance with the new Section 87a of the German Stock Corporation Act (AktG) introduced by the ARUG II (hereinafter the "compensation system") which does not fully comply with the recommendations of the Code. Therefore, it is necessary to update the Declaration of Conformity.
Having said this, the Executive Board and the Supervisory Board of LUDWIG BECK am Rathauseck - Textilhaus Feldmeier Aktiengesellschaft declare pursuant to Section 161 AktG:
1. The company does not comply with recommendation G.3 sentence 1 of the Code, according to which the Supervisory Board shall use a suitable peer group of other companies, the composition of which it shall disclose, to assess the customary nature of the specific total renumeration of the members of the Executive Board in comparison with other companies. The compensation system adopted by the Supervisory Board on March 24, 2021, does not provide for such a peer group comparison. This is because currently, there is not a sufficient number of listed companies in Germany that are comparable with LUDWIG BECK in terms of size and sector. Therefore, in the opinion of the Supervisory Board, the determination and disclosure of a representative peer group is currently out of the question. Nevertheless, the Supervisory Board controls by comparison with non-listed companies of the fashion industry in a broader sense that the Executive Board remuneration is appropriate and customary.
2. According to recommendations G.10 sentences 1 and 2 of the Code, the variable compensation amounts granted to the member of the Executive Board shall be predominantly invested in shares of the Company or granted accordingly on a share-based basis. The Executive Board member should only be able to dispose of the long-term variable grant amounts after four years. The renumeration system deviates from these recommendations. The Supervisory Board does not consider the share price to be the relevant yardstick for a renumeration system geared to promoting the business strategy and the long-term development of the Company. Instead, the Supervisory Board considers the financial and non-financial performance criteria set out in the renumeration system for measuring variable renumeration and the payment of all variable renumeration components in cash to be more appropriate. The Executive Board members are paid the amounts of the long-term variable compensation (LTI) at their free disposal after a three-year period. The Supervisory Board considers this period to be in line with market practice and appropriate.
3. In all other respects, the declaration of conformity dated September 15, 2020, shall continue to apply.
Munich, March 24, 2021
The Executive Board:
The Supervisory Board:
Dr. Bruno Sälzer