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Declaration of conformity with the recommendations of the Government Commission on the German Corporate Governance Code in accordance with section 161 of the AktG

The Executive Board and Supervisory Board of SPORTTOTAL AG issued the last declaration of conformity in accordance with § 161 AktG in March 2018. The following declaration refers to the recommendations of the German Corporate Governance Code (hereinafter referred to as the “Code”) in its version dated February 7, 2017, published in the Federal Gazette on April 24, 2017 and May 19, 2017 (revised version).

The Executive Board and Supervisory Board of SPORTTOTAL AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are being complied with, with the following exceptions:

Deviation from sections 4.1.5, 5.1.2 and 5.4.1 DCGK

The Code recommends that when filling management positions in the Company (section 4.1.5 GCGC), in the composition of the Management Board (section 5.1.2 GCGC) and the Supervisory Board (section 5.4.1 GCGC), attention should be paid to diversity and, in particular, that appropriate consideration be given to women.

When filling management positions in the company, attention is always paid to diversity. However, the focus is on the professional qualifications and experience of the available candidates (women and men). The same applies to the Supervisory Board when filling Executive Board positions and nominations for Supervisory Board members.

Deviation from section 4.2.3 DCGK

Section 4.2.3. of the Code recommends that the Chairman of the Supervisory Board should inform the Annual General Meeting once of the main features of the remuneration system and then of any changes to it.

The remuneration system for the Executive Board is explained in detail in the annual report of SPORTTOTAL AG. Against this background, the Executive Board and Supervisory Board of SPORTTOTAL AG are of the opinion that the shareholders’ need for information is sufficiently taken into account.

Deviation from section 4.2.5 DCGK

In Section 4.2.5 Paragraph 3, the Code recommends that reporting in the remuneration report be extended compared with the statutory provisions and the German Accounting Standard (DRS 17) and provides two sample tables in Annex I of the Code for this purpose. SPORTTOTAL AG does not comply with this recommendation.

The remuneration report and the presentation of the remuneration of the Executive Board in the consolidated financial statements of SPORTTOTAL AG are prepared in accordance with the statutory provisions, paying particular attention to the supplementary requirements of GAS 17. In the opinion of the Executive Board and Supervisory Board, this leads to a complete and appropriate presentation of the remuneration of the Executive Board, so that the justified information interest of the shareholders is fully satisfied.

Deviation from section 5.3.1 GCGC

The Code recommends the formation of professionally qualified committees depending on the specific circumstances of the company and the number of Supervisory Board members.

As the Supervisory Board of SPORTTOTAL AG consists of three members, no committees are formed within the Supervisory Board, as all members of the Supervisory Board must participate in any adoption of a resolution pursuant to § 108 (2) AktG. Accordingly, there is neither an Audit Committee (Section 5.3.2.) nor a Nomination Committee (Section 5.3.3.).

Deviation from section 5.4.1 DCGK

In addition to naming concrete objectives for its composition, the Supervisory Board shall draw up a competence profile for the entire Supervisory Board and take this into account in the proposals to the Annual General Meeting regarding the replacement.

In its election proposals to the Annual General Meeting, the Supervisory Board takes into account the statutory requirements and the recommendations of the Code with regard to the personal requirements for Supervisory Board members. The individual professional and personal competence with special consideration of the company-specific situation and its requirements are always at the forefront of considerations. By contrast, the Supervisory Board does not consider it necessary to draw up a competence profile for the entire Supervisory Board.

Deviation from section 5.4.5 GCGC

The Code recommends that the members of the Supervisory Board take responsibility for the training and further education measures required for their tasks. They should be given appropriate support by the Company in this respect.

As it is not clear which prerequisites must be fulfilled for the company to consider the support of the training and further education of the Supervisory Board members to be appropriate, a deviation from Section 5.4.5 (2) DCGK is declared as a precautionary measure.

Deviation from section 5.4.6 GCGC

The Code recommends that the remuneration of the members of the Supervisory Board be disclosed individually and broken down into its components in the notes to the financial statements or in the management report.

Since the Supervisory Board consists of only three members, the Executive Board and Supervisory Board of SPORTTOTAL AG consider it sufficient to report the remuneration of the Chairman of the Supervisory Board on an individual basis.

Deviation from section 7.1.2 DCGK

The Code recommends the publication of consolidated financial statements within 90 days of the end of the financial year and of interim reports within 45 days of the end of the reporting period.

Due to the small size of the company and the time required to consolidate the subsidiaries and to prepare and audit the consolidated financial statements, it was previously not possible to prepare the consolidated financial statements within 90 days of the end of the financial year and the interim report within 45 days of the end of the reporting period.

SPORTTOTAL AG therefore generally publishes the consolidated financial statements within 120 days of the end of the financial year and the interim report within 60 days of the reporting period.

Cologne, in March 2019

For the Supervisory Board
-Chairman of the Supervisory Board-
gez. Dr. Michael Kern

For the Management Board
-Chairman of the Executive Board-
gez. Peter Lauterbach

Statutes for download

Management Board compensation

The main features of the remuneration system are explained in section 7 of the remuneration report of the combined management report in the 2018 Annual Report, pages 72 and 73. In addition, details of the remuneration of the Executive Board are presented in the notes to the consolidated financial statements on page 141.

Short CVs and further information on the Executive Board of SPORTTOTAL AG can be found on our website under Group/Management Board .

Director’s Dealings and notifications of voting rights can be found on our website under Investor Relations / Share.

 

Supervisory Board compensation

The remuneration of the Supervisory Board is regulated in § 8 (9) of the Articles of Association of SPORTTOTAL AG.

In addition, the compensation granted is presented in the notes to the consolidated financial statements on page 141.

Short CVs and further information on the Supervisory Board of SPORTTOTAL AG can be found on our website under Group/Management Board .

Director’s Dealings and notifications of voting rights can be found on our website under Investor Relations / Share.

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IR-Contact
Mail: investorrelations@sporttotal.com
Fax: +49 [0]221 7 88 77 928

Contact person
Tobias M. Weitzel

Tel: +49 [0]2154 8122 18

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