The term “Corporate Governance (CG)”, which could be translated as the “guidelines of corporate management”, describes the legal and the factual regulatory framework for the leadership and surveillance of a company.
The aim of Corporate Governance is to raise the transparency and control of the corporate leadership. Therefore the management is oriented and designed to create sustained added value in the interest of the shareholders.
On February 26, 2002, a government commission “German Corporate Governance Code” appointed by the German minister of justice passed the initial German Corporate Governance.
The German Corporate Governance Code presents essential statutory regulations for the management and supervision governance of German listed companies and contains nationally as well as internationally accepted standards of responsible management. Generally, the Code will be reviewed once a year by the government commission, if it fits to the latest best practices of corporate leadership. If necessary the Code will be adapted.
The German Corporate Governance Code is published on: http://www.dcgk.de/de/
According to Sec. 161 AktG, the management board and supervisory board of listed stock corporations must issue an annual declaration on the extent to which they have complied with the recommendations of the Government Committee on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette and when not, why not. The Management Board and Supervisory Board of Kontron S&T AG issued a declaration in this regard in February 2014 that can be found on the internet at: http://www.kontron.com/investor/ . The latest declaration of compliance and the declarations for the last six years are permanently accessible to the public on the company's website. Any discrepancies to the recommendations have to be justified in the annually published compliance statement – according to the principle “Comply or Explain”.
For the Kontron S&T AG, the term Corporate Governance stands for a responsible, value-based and oriented corporate leadership, oriented by a sustained added corporate leadership and supervision. Essential aspects of a good corporate governance is the efficient cooperation between the management board and the supervisory board, an open corporate communication, respect for the shareholders’ interests, transparency and responsibility in all entrepreneurial decisions as well as an adequate handling with risks. Management board and supervisory board have the conviction, that the corporate governance, considering corporate and industry-specific aspects, is an important basis for the company success. Adherence of national and international laws, regulations and guidelines, as well as the principles of the German Governance Code constitutes a central management task to us.
Please find also Kontron's latest compliance statement on our website: Compliance statements