Corporate governance of CTS EVENTIM AG & Co. KGaA (‘EVENTIM’), as a German partnership limited by shares and listed on the stock exchange, is regulated first and foremost by the German Commercial Code (Handelsgesetzbuch – HGB) and by the German Stock Corporation Act (Aktiengesetz – AktG) and secondly by the recommendations of the German Corporate Governance Code in its current version.
In addition, CTS Eventim AG & Co. KGaA already adheres in large measure to the additional GCGC suggestions regarding good corporate governance. 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.
In accordance with statutory regulations and the Company’s articles of association, EVENTIM operates a ‘dual management system’ characterised by strict separation of the general partner and its Management Board (referred to hereinafter as the ‘Corporate Management’), as the managing body, and the Supervisory Board, as the monitoring body. The Corporate Management and the Supervisory Board work closely together in the interest of the Company.
The Corporate Management is responsible for managing the Company with the aim of sustainable value creation. The principle of collective responsibility applies in this regard, i.e. the members of the Corporate Management share 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 Corporate Management of EVENTIM currently comprises three members; no committees are formed.
The Corporate Management informs the Supervisory Board regularly, promptly and comprehensively about all aspects of business performance that are material to the EVENTIM Group, about major business transactions and about the current earnings situation, including the risks faced and risk management. Discrepancies between the actual course of business and previously defined budgets and targets are discussed and explained in detail. The Corporate Management also reports regularly on compliance, i.e. the action taken to adhere to statutory regulations and internal company policies, which is likewise the responsibility of the Corporate Management.
The Supervisory Board advises the Corporate Management on managing the company and monitors its activities. The Supervisory Board of the general partner, comprising the same persons, appoints and dismisses the members of the Management, decides on the compensation system for members of the Management and specifies the total compensation that each receives. The Supervisory Board of EVENTIM currently comprises three members who are all shareholder representatives. It is involved in all decisions of fundamental importance for EVENTIM. The principles guiding the work of the Supervisory Board of EVENTIM are summarised in the Rules of Procedure of the Supervisory Board. Given the size of the Supervisory Board, no committees have been formed. Further details on the specifics of the work done by the Supervisory Board can be found in the current report by the Supervisory Board, which is published as part of the Annual Report.
On 1 May 2015, the ‘Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector Act’ entered into force. In accordance with said law, the Supervisory Board and the Corporate Management have adopted the following objectives:
The aim is to achieve a women’s quota of at least 30% (the target figure) on the Supervisory Board by 30 June 2017.
In the period under review, the Corporate Management decided, in accordance with § 76 (3) AktG, that the quota of women in the first tier below the Corporate Management (heads of division) is targeted at 12.5% and in the second tier below the Corporate Management (heads of department) at 33%. Both these target figures are similarly to be achieved by 30 June 2017.
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 latest version of the German Corporate Governance Code, which was first introduced in 2002. After due scrutiny, the Corporate Management and Supervisory Board of EVENTIM therefore issued a declaration of compliance in accordance with § 161 AktG, most recently on 17 December 2015. It may be downloaded from the relevant section of the www.eventim.de website and reads as follows:
‘Since submitting the last declaration of compliance, CTS Eventim AG & Co. KGaA (formerly CTS Eventim AG) has complied, and complies currently and going forward, with the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version published 12 June 2015 in the electronic Bundesanzeiger, with the exception of the following recommendations:
In compliance with the regulations governing the Prime Standard segment of the Frankfurt Stock Exchange, interim reports are published within 60 days after the end of each reporting period, as this makes it easier to ensure that reliable figures may also be obtained from the various unlisted group companies in Germany and abroad (GCGC 7.1.2).
No Supervisory Board committees are formed because the Supervisory Board consists of only three members. Given this situation, the company does not believe the formation of committees to be conducive to increasing the efficiency of the Supervisory Board’s work (GCGC 5.3.1, 5.3.2 and 5.3.3). For the same reason, the Supervisory Board continues to refrain from specifying concrete objectives regarding its composition (GCGC 5.4.1). A regular limit on the length of membership for the members of the Supervisory Board (GCGC 5.4.1 (4)) has not been specified, since the company believes that personnel continuity has proved its worth and regular replacement would negatively impact efficiency.
No age limit has been specified by the Supervisory Board as yet for members of the Management because the company sees no cause for limiting the options available to the Supervisory Board – and hence to shareholders – when appointing members of the Management (GCGC 5.1.2).
The D&O policies for the members of the Supervisory Board do not include own-risk deductions, since such risk contributions appear to be neither required, nor appropriate, nor reasonable in view of the moderate amount of compensation paid (DCGC 3.8).
Although the agenda of the Annual Shareholders’ Meeting and required Management Board reports (if any) may be published on the Internet in addition to the Annual Report, other documents pertaining to agenda items, such as contracts or annual financial statements, are not published in order to protect the company’s confidential information. These documents are made available to company shareholders only, in accordance with statutory requirements (DCGC 2.3.1).’
Bremen, 26 February 2016
On behalf of the Corporate Management of CTS Eventim AG & Co. KGaA, represented by: the Management Board of EVENTIM Management AG (the general partner)
Klaus-Peter Schulenberg Volker Bischoff Alexander Ruoff