Update of the Declaration of Compliance with the Corporate Governance Code as of December 2016
In December 2016 Management Board and Supervisory Board of GfK SE issued the current Declaration of Compliance with regard to the recommendations of the “Government Commission German Corporate Governance Code” in accordance with Section 161 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).
Against the background of explaining a deviation, this Declaration of Compliance shall herewith be updated as follows:
Management Board and Supervisory Board of GfK SE declare that GfK SE has fully complied with the recommendations of the “Government Commission German Corporate Governance Code” in the version of May 5, 2015 published by the German Ministry of Justice on June 12, 2015 in the official section of the Federal Gazette (Bundesanzeiger) and that GfK SE will continue to comply with it except for Section 4.2.3 subsection 2 sentence 2, pursuant to which the monetary compensation elements of the members of the Management Board shall comprise fixed and variable elements: The Supervisory Board agreed, in its meeting on March 10, 2017, with regard to the remuneration in the service agreement of Peter Feld - appointed as new CEO effective as of March 15, 2017 - to apply solely a fixed base salary for the first - incomplete - business year.
This exclusively fixed remuneration has its background in the fact that Peter Feld shall first develop a new business plan with his fellow members of the Management Board, based on which the Supervisory Board will decide on the short term and long term variable compensation structure. This shall also reconstitute compliance with the requirements of the Code. Also against the background of this, the Supervisory Board deems the current compensation structure of Peter Feld to be adequate.
Nuremberg, March 10, 2017 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)