Corporate Governance
At Demag Cranes AG, corporate governance forms the fundamental basis of our relationship with our shareholders, employees and business partners. It also engenders trust in future investors and capital providers.
The German Corporate Governance Code summarises the regulations for successful corporate governance and thus for good and responsible management. The Government Commission appointed by the Federal Ministry of Justice adopted the Code on 26 February 2002 and reviews it at least once a year to see whether any amendments are required. The German Corporate Governance Code was last revised on 6 June 2008.
Shareholders and Annual General Meeting
The Annual General Meeting, representing the body of shareholders, is where the major decisions for Demag Cranes AG are made. It is the event at which shareholders can exercise their voting rights, inform themselves, and enter into dialogue with the Management Board and Supervisory Board.
Shareholders can vote at the Annual General Meeting in person or appoint a representative of their choice to vote on their behalf, or they can authorise a Company-appointed proxy to vote according to their instructions. The Annual General Meeting is chaired by the Chairman of the Supervisory Board.
Management Board and Supervisory Board
The executive body of Demag Cranes AG is the Management Board, which currently has three members. The Chief Executive Officer (CEO) is Harald J. Joos.
The work of the Management Board, in particular the responsibilities of its members, matters reserved for the Management Board as a whole and the required majority for Management Board resolutions are governed by the Rules of Procedure issued by the Supervisory Board. These Rules of Procedure also define key measures for which the Management Board must obtain approval from the Supervisory Board.
The Management Board informs the Supervisory Board regularly, comprehensively and without delay of all issues important to the Company with regard to planning, business development, risk situation, risk management and compliance. In the last meeting of each financial year, it also reports to the Supervisory Board about proposed business policies and other fundamental business planning issues and presents to it the budget for the following financial year as well as the medium-term plan.
The Supervisory Board of Demag Cranes AG comprises in principal twelve members. Pursuant to the Rules of Procedure for the Supervisory Board, it is supported by the following committees:
- General Committee
- Audit Committee
- Nominations Committee
- Mediation Committee pursuant to Section 27 (3) of the German Co-determination Act (MitbestG)
The Supervisory Board monitors and advises the Management Board in its management of the business. To this end, the Supervisory Board regularly discusses business performance and plans with the Management Board, as well as the strategy and its implementation. It authorises the annual and medium-term plans prepared by the Management Board and decides whether to adopt he Financial Statements and approve the Consolidated Financial Statements of Demag Cranes AG, taking particular account for the auditors’ reports.
The members of the Management Board are obligated to disclose any conflicts of interests to the General Committee of the Supervisory Board without delay and to inform the other Management Board members thereof.
At present, none of the Management Board members act as Supervisory Board members of non-Group, listed companies. Material transactions between the Company on the one hand and members of the Management Board as well as persons or undertakings closely related to a Management Board member, on the other hand, must be approved by the General Committee of the Supervisory Board. No such transactions were entered into in the financial year.
No former members of the Management Board are members of the Supervisory Board. No member of the Supervisory Board who is a member of the management board of a listed company has more than five supervisory board mandates in non-Group listed companies. No member of the Supervisory Board exercises a directorship or similar position or advisory tasks for major competitors of the Company.
Members of the Supervisory Board must disclose any conflicts of interest to the Chairman of the Supervisory Board. In the event of material conflicts of interest and those which are not merely temporary, the member of the Supervisory Board must resign from office. In its report, the Supervisory Board shall inform the Annual General Meeting of any conflicts of interest that have arisen and how they were dealt with.
No conflicts of interest involving members of the Management Board or Supervisory Board arose in the financial year.
Also, no advisory or other service agreements or contracts for work between members of the Supervisory Board and the Company existed in the reporting period.
The members of the Management Board and Supervisory Board and their mandates as well as the composition and functions of the committees are named on pages 190 f.