Declaration by the Management Board and Supervisory Board of GfK SE with regard to the recommendations of the “Government Commission German Corporate Governance Code” in accordance with Section 161 of the German Stock Corporation Act (AktG) in conjunction with Section 9 subsection 1 c) (ii) of the Council Regulation on the Statute for a European Company (SE-VO)
Pursuant to Section 161 AktG in conjunction with Section 9 subsection 1 c) (ii) SE-VO, the Management Board and Supervisory Board of a stock-exchange listed Societas Europaea (SE) must declare on an annual basis the extent to which the company has complied with and will continue to comply with the recommendations of the Government Commission German Corporate Governance Code (“Code”) published by the German Ministry of Justice in the official section of the Federal Gazette and which recommendations have not or will not be complied with and the reasons for non-compliance. The declaration shall be permanently accessible to the public on the company’s website.
The Code contains regulations, with different degrees of being legally binding. In addition to outlining terms of the applicable AktG in accordance with Section 9 subsection 1 c) (ii) SE-VO, the Code contains recommendations from which companies may deviate, although in such cases, they are obliged to publish information on such deviations and explain the reasons on an annual basis. The Code also proposes suggestions from which companies may deviate without being required to disclose such deviation.
In December 2016, based on their consultations, the Management Board and the Supervisory Board issued the declaration of compliance. The declaration is published online here.
Nuremberg, December 2016 GfK SE
The Supervisory Board, The Management Board
Contact: Roland Fürst
Chief Legal and Compliance Officer
Tel. +49 911 395-2527
Fax +49 911 395-4101
GfK SE's corporate governance is based on transparency and trustful cooperation.
By adopting the Corporate Governance Codex, GfK SE is dedicated to good corporate governance and corporate supervision while providing transparency for national and international investors. The following declaration on corporate governance includes the declaration of compliance, information about management practices and a description of the codes of procedure of the Management Board and Supervisory Board. The Corporate Governance report is also part of the Declaration on Corporate Governance.
The articles of association are published officially in German.
Disclosure of security transactions of persons discharging managerial responsibilities (Director’s Dealings)
Persons discharging managerial responsibilities, as well as persons closely associated with them, are required to notify GfK SE and the Federal Financial Supervisory Authority (BaFin) of transactions conducted on their own account relating to the shares or debt instruments of GfK SE or to derivatives or other financial instruments linked thereto, such as the acquisition or disposal of GfK-Shares, if a total amount of EUR 5,000 has been reached within a calendar year. Since July 3, 2016 this requirement exists pursuant to Article 19 of the Market Abuse Regulation (Regulation (EU) No. 596/2014 of the European Parliament and the Council (MAR) and existed before pursuant to Section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)