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.
2022 - Declaration of Compliance
LUDWIG BECK am Rathauseck -Textilhaus Feldmeier Aktiengesellschaft
Declaration of Conformity 2022 with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
The following declaration refers to the recommendations of the German Corporate Governance Code in its version of December 16, 2019, which was published in the Federal Gazette on March 20, 2020 ("Code 2020") for the period from the submission of the Declaration of Conformity 2021 on September 14, 2021, to June 26, 2022. For the period from June 27, 2022, the declaration refers to the recommendations of the Code in its version of April 28, 2022, which was published in the Federal Gazette on June 27, 2022 ("Code 2022").
The Executive Board and Supervisory Board of LUDWIG BECK am Rathauseck - Textilhaus Feldmeier Aktiengesellschaft declare pursuant to Section 161 AktG that 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 have been complied with and will be complied with in the future with the following exception:
1. Recommendation A.2 sentence 2 of the Code 2020 (= A.4 of the Code 2022), according to which employees should be given the opportunity to provide protected information on legal violations in the company (establishment of a whistleblower hotline), is not complied with. The Executive Board and Supervisory Board are of the opinion that the company has a functioning compliance management system even without setting up a whistleblower hotline. In addition, it cannot be ruled out that establishing a whistleblower hotline would strain the excellent working atmosphere and encourage informing.
2. Recommendation C.1 sentence 3 Code 2022, according to which the competence profile of the Supervisory Board should also include expertise on sustainability issues of significance to the company, was not complied with by 14.09.2022, as the Supervisory Board did not have the possibility to adjust the competence profile after Code 2022 came into force before September 14, 2022. Since September 14, 2022, recommendation C.1 sentence 3 Code 2022 has been complied with.
3. The supervisory board has not formed a Nomination Committee (recommendation D.5 of Code 2020 = D.4 of Code 2022). The Supervisory Board is of the opinion that the preparation of election proposals for Supervisory Board members to the Annual General Meeting should take place in the plenum, which has a manageable number of six members.
4. On March 24, 2021, the Supervisory Board adopted a system for the compensation of Executive Board members in accordance with the new section 87a of the German Stock Corporation Act (AktG) introduced by the ARUG II which does not fully comply with the recommendations of the Code. The company does not comply with recommendation G.3 sentence 1 of the Code 2020 (= G.3 sentence 1 of the Code 2022), according to which the Supervisory Board should use a suitable peer group of other companies, the composition of which it discloses, to assess the customary nature of the specific total remuneration of the Executive Board members in comparison with other companies. The compensation system resolved by the Supervisory Board on March 24, 2021, does not provide for such a peer group comparison. This is because there is currently an insufficient number of listed companies in Germany that are comparable with LUDWIG BECK in terms of size and sector. Therefore, in the Supervisory Board's opinion, the determination and disclosure of a representative peer group is currently out of the question. Nevertheless, the Supervisory Board checks by comparison with non-listed companies in the fashion industry in a broader sense that the Executive Board compensation is appropriate and customary.
5. According to recommendations G.10 sentences 1 and 2 of the Code 2020 (= G.10 sentences 1 and 2 of the Code 2022), the variable compensation amounts granted to the Executive Board member should be invested by him predominantly 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 compensation system deviates from these recommendations. The Supervisory Board does not consider the share price to be the relevant yardstick for a compensation 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 compensation system for measuring variable compensation and the payment of all variable compensation components in cash to be more appropriate. The Executive Board members are paid the amounts of the long-term variable remuneration (LTI) at their free disposal after three years. The Supervisory Board considers this period to be customary and appropriate.
6. The current employment contract of CEO Christian Greiner was already concluded on September 15, 2020, with effect from January 1, 2021, and is therefore essentially still based on the previous remuneration system, which has since been replaced by the remuneration system adopted by the Supervisory Board on March 24, 2021. Therefore, the employment contract does not fully comply with the recommendations of the Code 2020 and 2022. Thus, in addition to recommendations G.3 sentence 1 and G.10 sentences 1 and 2 (see already items 3. and 4.), recommendation G.2 Code 2020 and 2022 (definition of a specific target total compensation) is not complied with. Similarly, there is no provision for the performance criteria for the variable compensation components, which are to be based primarily on strategic objectives, to be defined in each case for the upcoming financial year (G.7 sentence 1 of Code 2020 = G.7 sentence 1 of Code 2022). With regard to part of the variable compensation, the recommendation in G.9 of the Code 2020 (= G.9 of the Code 2022) is not fully complied with.
Munich, September 14, 2022
The Executive Board:
The Supervisory Board:
Dr. Bruno Sälzer