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The term corporate governance captures the principles for the proper management and supervision of a company. Corporate governance is multi-layered and includes mandatory and optional measures: complying with laws and regulations, following recognised standards and recommendations, developing and following our own corporate guidelines, as well as designing and implementing management and control structures.
Good corporate governance promotes the confidence of investors, the financial markets, customers and other business partners, employees and the general public in A.S. Création. The most important sets of rules for us are the German Stock Corporation Act, the German Commercial Code and the German Corporate Governance Code, which provide the framework for our statements and reports.
The German Corporate Governance Code was first adopted by a government commission of the Federal Ministry of Justice in 2002 and is reviewed annually by this commission and updated as necessary. The Code in its currently valid version is available at:
The current Executive Board remuneration system defines the framework conditions according to which remuneration components can be granted to Executive Board members by the Supervisory Board.
The Supervisory Board has established the new remuneration system in accordance with the provisions of the German Stock Corporation Act as amended by the Act Implementing the Second Shareholders' Rights Directive (ARUG II) and the recommendations for the remuneration system for Executive Board members in Section G of the German Corporate Governance Code (GCGC) as amended on December 16, 2019. The new version of the GCGC dated April 28, 2022 does not require any adjustment to the remuneration system.
The current compensation system for the Managing Board members of A.S. Création Tapeten AG was approved by the Annual General Meeting of Shareholders on May 16, 2023 with a majority of 96.63% of the votes cast.
The compensation of the members of the Supervisory Board is governed by Article 14 of the statutes of A.S. Création Tapeten AG. This ensures that the compensation of the Supervisory Board members always corresponds to the compensation system adopted by the General Meeting of Shareholders.
The current compensation system for the members of the Supervisory Board of A.S. Création Tapeten AG was approved by the Annual General Meeting on May 6, 2021 with a majority of 99.94% of the votes cast.
The declaration of compliance pursuant to § 161 of the German Stock Corporation Act (AktG) includes a statement of the extent to which the recommendations of the German Corporate Governance Code (as amended from time to time) are complied with and the reasons for any deviations.
The currently valid Articles of Association of A.S. Création Tapeten AG are the version dated 16.05.2023