Corporate Governance

Corporate Governance stands for corporate management which is responsible and in alignment with long-term value creation and control. Transparency in corporate communication, observance of shareholder interests, responsible handling of risks and opportunities and efficient cooperation between the executive board and the supervisory board are major aspects of good Corporate Governance.


Declaration of Conformity in accordance with § 161 of the German Stock Corporation Act (AktG) dated March 2018

In accordance with § 161 of the German Stock Corporation Act (AktG), the executive board and supervisory board of Nemetschek SE declare that the recommendations of the “Government Commission of the German Corporate Governance Code”, version dated February 7, 2017, with the resolutions resulting from the plenary session of February 7, 2017, published in the official part of the Federal Gazette on April 24, 2017, (hereinafter “Code”), have been and are being met with the following exceptions:

 

  • The D & O insurance does not include excess insurance for supervisory board members (Code Item 3.8 Clause 3). Nemetschek SE does not believe that excess insurance would increase the motivation and sense of responsibility of the members of the supervisory board.
     
  • For the specification of executive board remuneration, the supervisory board made no vertical comparison of remuneration at the level of Nemetschek SE, as recommended by Code Item 4.2.2 Clause 2. As a holding company, Nemetschek SE does not offer any appropriate standards of comparison for either upper management circles or staff as a whole. Nevertheless, the supervisory board – as in the past – used the remunerations of the heads of the most important product organizations as a standard of comparison on which to base its remuneration decisions.

    The variable short-term incentive plan does stipulate upper limits, which however are not always expressed as a fixed amount but as a percentage of a fixed amount. Ultimately, the executive board employment contracts do not stipulate upper limits in terms of amount for the total remuneration (Code Item 4.2.3 Clause 2). Nemetschek SE is not of the opinion that this is required in the case of the existing remuneration system. If the amount of variable incentive plans is limited, this also applies for the total remuneration to be achieved.
     
  • An age limit for members of the executive board and the supervisory board has not been defined explicitly and is not currently planned (Code Items 5.1.2 Clause 2 and 5.4.1 Clause 2). Such age limit would generally restrict the company in its selection of suitable members of the executive board and the supervisory board. With regard to the composition of the executive board, supervisory board and further management circles, the individual’s experience, skills and knowledge are of primary importance to the company (Code Items 4.1.5, 5.1.2 Clause 1 and 5.4.1 Clause 2). In contrast, the supervisory board and, with reference to Code Item 4.1.5, the executive board regard diversity criteria as less important, even if these are expressly welcomed.

    The supervisory board did not specify any defined targets for its composition, nor did it specify any defined limit for the duration of the term of office on the supervisory board (Code Item 5.4.1 Clause 2). Consequently, such objectives are not published in the Corporate Governance Report (Code Item 5.4.1 Clause 4). The supervisory board consists of only three members at present, including the company founder, Prof. Georg Nemetschek. The members of the supervisory board have a great deal of experience and perform their official duties in the interests of the company in the long term with proven success. The supervisory board sees continuity on the supervisory board as an advantage. In the event that the supervisory board requires new members, the supervisory board shall come to an informal agreement as to suitable candidates while taking the aspects specified in the Code into consideration, especially regarding any competence profile implemented.
     
  • The Code’s recommendation on the creation of qualified committees of the supervisory board is not followed (Code Item 5.3) as the supervisory board only has three members at present. The tasks for which the Code recommends the formation of such committees are all performed by the supervisory board of Nemetschek SE.

Munich, March 20, 2018
Nemetschek Aktiengesellschaft

For the Executive Board
Patrik Heider
Spokesman of the Executive Board

For the Supervisory Board
Kurt Dobitsch
Chairman of the Supervisory Board

 

 


Executive Board

The Executive Board of Nemetschek SE consists of three members:

Executive Board Compensation

The compensation for members of the executive board consists of a base salary and a performance-oriented variable compensation. The variable remuneration is comprised of a short-term and a long-term oriented component.

The short-term performance-based compensation depends on corporate objectives achieved with regard to revenues and earnings, which are agreed between supervisory board and executive board members at the beginning of each fiscal year. The long-term performance-related compensation depends on the achievement of definded objectives with regard to the development of results and share price, such as set out at the end of 2009 in the Long-Term Incentive Plan (LTIP). The period to be observed is always three financial years.

The incentive plan ensures that the interests of the executive board and the interest of shareholders in the long-term increase of the shareholder value are closely linked.


Supervisory Board

The Supervisory Board of Nemetschek SE consists of four members:

Supervisory Board Compensation

In accordance with the developments of the German Corporate Governance Codex it was decided and resolved at the annual general meeting on June 1, 2017 to convert the remuneration of the supervisory board to a solely fixed remuneration model.


Voting Rights Announcements

Release according to Article 26, Section 1 of the WpHG (share, German), 07/25/2014

Release according to Article 26, Section 1 of the WpHG (share, German), 02/25/2014

Release according to Article 26, Section 1 of the WpHG (share, German), 02/18/2014

Release according to Article 26, Section 1 of the WpHG (share, German), 01/20/2014

Release according to Article 26, Section 1 of the WpHG (share, German), 01/08/2014

Release according to Article 26, Section 1 of the WpHG (share, German), 10/10/2013

Release according to Article 26, Section 1 of the WpHG (share), 05/17/2013

Release according to Article 26, Section 1 of the WpHG (share), 11/26/2012

Release according to Article 26, Section 1 of the WpHG (share), 11/22/2012

Correction: Release according to Article 26, Section 1 of the WpHG (share), 11/20/2012

Correction: Release according to Article 26, Section 1 of the WpHG (share), 11/20/2012

Release according to Article 26, Section 1 of the WpHG (share), 11/19/2012

Release according to Article 26, Section 1 of the WpHG (share), 11/19/2012

Release according to Article 26, Section 1 of the WpHG (share), 09/03/2012

Correction: Release according to Article 26, Section 1 of the WpHG (share), 08/09/2012

Release according to Article 26, Section 1 of the WpHG (share), 08/03/2012

Release according to Article 26, Section 1 of the WpHG (share), 11/09/2011

Release according to Article 26, Section 1 of the WpHG (share), 05/24/2011

Release according to Article 26, Section 1 of the WpHG (share), 03/21/2011

Correction: Release according to Article 26, Section 1 of the WpHG (share), 05/17/2010

Release according to Article 26, Section 1 of the WpHG (share), 05/17/2010

Release according to Article 26, Section 1 of the WpHG (share), 05/22/2009

Correction: Release according to Article 26, Section 1 of the WpHG (share), 12/19/2008

Release according to Article 26, Section 1 of the WpHG (share), 12/19/2008

Release according to Article 26, Section 1 of the WpHG (share, German), 07/14/2008

Release according to Article 26, Section 1 of the WpHG (share), 04/25/2008

Release according to Article 26, Section 1 of the WpHG (share), 08/07/2008

Articles of Nemetschek AG

The memorandum and articles of association describe the basic organization of the legal amalgamation, which regulate its purpose and the most important powers of its bodies.

Investor Relations Contact

NEMETSCHEK GROUP
Stefanie Zimmermann
Konrad-Zuse-Platz 1
81829 Munich
Germany
Tel. +49 89 540459-250
investorrelations@nemetschek.com

IR contact and order service for financial publications

You would like to contact our IR department via e-mail or order financial authorities? We have prepared the following mail form for you. Just fill in and send it off. We will contact you immediately.

 
 

IR Contact form

General
* Please fill in the fields marked with an asterisk. All other fields are optional. We use your transmitted data only for the purpose of answering your inquiry. For information on the handling of your personal data, please refer to our data protection declaration.
 
 

Order form

General

* Please fill in the fields marked with an asterisk. All other fields are optional.

** I agree that Nemetschek SE may inform me regularly by e-mail about current topics in the field of Inverstor Relations and use the e-mail address I have provided for this purpose. If you do not wish to receive further information by e-mail, you can revoke your consent at any time with effect for the future by clicking on the link provided in any e-mail sent by us as part of the Mail Service or by e-mail to Investorrelations@nemetschek.com. For further information on data protection, please refer to our data protection declaration.

*** I agree to Nemetschek SE sending me the requested documents by post from now on. If you do not wish to receive any further information, you can inform us at any time by e-mail to Investorrelations@nemetschek.com.

Unsere Marken