Corporate governance of CTS EVENTIM AG (“EVENTIM”), as a German stock corporation, is dictated first and foremost by the German Stock Corporation Act and secondly by the recommendations of the Corporate Governance Code in its current version.
In line with statutory regulations, EVENTIM is subject to what is termed as the “dual governance system,” which envisages the strict separation of the Management Board as managing body and the Supervisory Board as monitoring body. The Management and Supervisory Boards cooperate closely in the interest of the Company.
The Management Board manages the Company, aiming to create lasting added value, for which it assumes responsibility. In this regard, the principle of overall responsibility applies, i.e. the members of the Management Board share the overall responsibility for managing the Company. They develop the corporate strategy and coordinate efforts with the Supervisory Board to ensure that it is implemented. The principles of the EVENTIM Management Board’s cooperation have been summarised in the Rules of Procedure for the Management Board. EVENTIM’s Management Board currently consists of three members.
The Management Board regularly, promptly and comprehensively informs the Supervisory Board of all issues related to business performance that are material to the EVENTIM Group, major transactions as well as the latest earnings situation along with the Company’s risk position and risk management. Deviations in the business trend from preceding forecasts and targets are commented on and reasoned in detail. Furthermore, the Management Board regularly reports on compliance, i.e. action taken to adhere to statutory regulations and internal company policies, an issue for which the Management Board is also responsible.
The Supervisory Board advises the Management Board in managing the Company and monitors its activity. It appoints and dismisses the members of the Management Board, determines the compensation system for Management Board members, and establishes the total compensation for each of them. It is involved in all decisions that are of fundamental importance to EVENTIM. EVENTIM’s Supervisory Board consists of three members and is staffed exclusively by shareholder representatives. The principles of the EVENTIM Supervisory Board’s cooperation have been summarised in the Rules of Procedure for the Supervisory Board. No committees were formed given the size of the Supervisory Board. Further details on the specifics of the work done by the Supervisory Board are included in the latest Supervisory Board Report, which is published as part of the Annual Report.
EVENTIM believes that responsible and transparent corporate governance is the basis for sustained commercial success. The guiding principles in this regard are set forth in the most up-to-date version of the German Corporate Governance Code, which was first introduced in 2002. Therefore, subsequent to dutiful scrutiny, the Management and Supervisory Boards of EVENTIM issued a Statement of Compliance in accordance with § 161 AktG on 9 December 2010. This is available under the relevant section of the Company’s website www.eventim.de.
Further details concerning EVENTIM’s corporate governance practice are provided in the latest Corporate Governance Report, which is published as part of the Annual Report and also forms part of this Corporate Governance Declaration.
Bremen, March 2013
CTS EVENTIM AG
The Management Board