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.
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:
Munich, March 20, 2018
For the Executive Board
Spokesman of the Executive Board
For the Supervisory Board
Chairman of the Supervisory Board
The Executive Board of Nemetschek SE consists of three members:
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.
The Supervisory Board of Nemetschek SE consists of four members:
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.
On this website Nemetschek SE discloses the transactions notified as per Art. 19 Market Abuse Regulation (MAR) (as of 3 July 2016) respectively sec. 15a WpHG German Securities Trading Act (before 3 July 2016) (Directors' Dealings).
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.
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