Nabaltec AG has discontinued its former practice of voluntarily issuing a declaration of compliance in accordance with § 161 of the German Stock Corporation Act and a corporate governance report and will no longer be issuing a declaration of compliance and corporate governance report on a voluntary basis starting in Financial Year 2020.
The Government Commission for the German Corporate Governance Code has made significant revisions and additions to the Code nearly every year since its introduction in 2002 and has already published a draft for 2020 which would completely rewrite the Code. Although some of the previous changes to the Code have contributed to improvements in corporate governance, the work and consulting expenses associated with the ongoing revisions and the complete rewriting of the Code are out of reasonable proportion to the benefits for the company's shareholders, in the view of the Management and Supervisory Boards. Moreover, the Code's focus has shifted considerably towards large publicly traded companies, so that many of the Code's recommendations now have very limited connection to the reality of small and mid-sized companies and implementing these recommendations would not produce any clear benefit for the company or its shareholders.
Since Nabaltec AG is not a publicly traded company and is therefore not required to issue a declaration of compliance or prepare a corporate governance report in accordance with § 161 of the German Stock Corporation Act, the Management Board and Supervisory Board have decided, after extensive deliberation, to discontinue its practice of voluntarily issuing a declaration of compliance and corporate governance report starting in Financial Year 2020.
The Management Board and Supervisory Board of Nabaltec AG remain convinced that adhering to the principles of good corporate governance is in the interests of the company and its shareholders and continue to view themselves as bound by the principles of good corporate governance. Accordingly, Nabaltec AG will continue to adhere to the high standards of corporate governance which it has been maintained in the past and will continue to base its conduct on the Corporate Governance Code whenever possible and expedient in the company's viewpoint and in the interest of the shareholders, but it will no longer explain this conduct in a formal Declaration of Compliance.
Schwandorf, February 2020
Management Board Supervisory Board
The recommendations and suggestions in the Code are intended for companies whose shares are traded in the regulated market. Nabaltec AG, whose shares are traded over the counter ("Open Market/Scale"), also follows the Code's recommendations to a great extent and discloses since Financial Year 2007 any deviations from these recommendations through annual Declarations of Compliance in accordance with § 161 of the German Stock Corporation Act.
In this Declaration, the Management Board of Nabaltec AG makes a voluntary report with respect to corporate governance, for the Supervisory Board as well, pursuant to section 3.10 of the German Corporate Governance Code and pursuant to § 289f and § 315d of the German Commercial Code.
The latest Corporate Governance Report and the Declaration of Compliance pursuant to § 161 of the German Stock Corporation Act are available as downloads.
Responsible and sustainable action has always been an essential element of the corporate culture at Nabaltec AG. Its dual capacity as a family business and a publicly traded corporation is experienced both internally and externally, and this includes integrity when dealing with customers, business partners, shareholders and the public, as well as highly entrepreneurial thinking and action on the part of its employees.
An example of Nabaltec's open communication policy is its voluntary commitment to go above and beyond the statutory requirements based on its listing in the Scale segment, and to largely comply with the requirements of the Prime Standard segment, the highest level of transparency at Deutsche Börse AG. For example, Nabaltec voluntarily publishes quarterly reports, complies with the German Corporate Governance Code and issues all of its communications in both German and English.
Nabaltec's management is determined to reinforce the strengths of the company and its employees even more. Innovation is an integral component of the corporate culture, and this is reflected in the company's extensive advanced training measures, R&D expenditures, comprehensive quality management system and its clearly defined and never-ending optimization process. In addition, the company has introduced standards in order to ensure and improve work quality and environmental protection. Its quality, environmental and worker safety standards are backed by certifications.
Customer orientation is another key component of the company's management. Company processes, e.g. in research & development, sales and in many other internal areas, are consistently customized to meet the specific needs of customers. This is supplemented by routine customer surveys, which serve as the basis for measures to optimize structures and processes.
To Nabaltec, "compliance" means obeying the law and the Articles of Association, as well as other internal rules and regulations. Nabaltec AG also continued to steadily develop its own corporate governance in the Financial Year and it follows the recommendations of the German Corporate Governance Code apart from the exceptions laid down and justified in the Declaration of Compliance.
The Management Board of Nabaltec AG consists of three members: Johannes Heckmann, CEO, Günther Spitzer, CFO, and Dr. Michael Klimes, COO. More information about the Management Board members, their professional background and their responsibilities can be found here.
The Management Board is responsible for conducting the business of the company. The division of labor is defined in the Schedule of Responsibilities of the Management Board of Nabaltec AG and requires the approval of the Supervisory Board. All Management Board members are equally responsible for strategic planning and public relations. Mr. Heckmann has been appointed CEO since 1 January 2017. Mr. Spitzer, as CFO, is responsible for finance/controlling and administration/human resources and Dr. Klimes, as COO, is responsible for research and development, production and sales. The Management Board members work closely together and keep each other constantly informed about developments in their respective areas.
Management Board resolutions are adopted in the regularly-held Management Board meetings, but in exceptional cases, resolutions may be adopted through the circulation procedure as well. Whenever measures or transactions are considered in the individual areas which are of extraordinary importance for the company, or which involve an extraordinary financial risk, the whole Management Board must vote, except in cases where immediate action is necessary in order to prevent imminent harm to the company.
The Management Board notifies the Supervisory Board of major decisions or events immediately, verbally or in writing. The Supervisory Board is also kept informed e.g. of market trends, the competition situation, sales, revenue and earnings trend, and the accomplishment of objectives through monthly and quarterly reports. In addition, the Chairman of the Supervisory Board is kept constantly informed of the current course of business, major transactions and key Management Board decisions.
The Supervisory Board of Nabaltec AG consists of three members. More information about the composition of the Supervisory Board can be found here. The Chairman is chosen from the members of the Supervisory Board. The last Supervisory Board elections were held at the 2017 general meeting. The members of the Supervisory Board were elected to serve until the end of the general meeting which votes to approve their actions for Financial Year 2021.
In accordance with the Articles of Association, the Supervisory Board must hold at least two meetings in each half of the calendar year. Management Board members may take part in the meetings, and experts may be brought in for consultation as well. The meetings are convened by the Chairman of the Supervisory Board in writing or by fax, observing a period of 14 days. Resolutions are generally adopted during meetings of the Supervisory Board, but adoption is also possible by written, telex, telegraphic, telephone, electronic voting, or by means of other common telecommunications devices, particularly video conferences. The Supervisory Board may also form committees, which must consist of at least three members. Given the structure of the body, the formation of committees was therefore dispensed with in the Financial Year.
Skills Profile for the Supervisory Board as a whole
The Supervisory Board as a whole is to have the skills which are necessary and material for the conscientious performance of all duties in accordance with the law and the Articles of Association, as well as all tasks of the Supervisory Board with respect to the business activities of Nabaltec AG.
The weighting, prioritization, selection and distribution of the skills requirements, as well as the decision to add to or disregard certain areas, are subject to the due discretion of the Supervisory Board.
Each Supervisory Board member must have enough free time to properly execute his or her mandate, and in particular must have time to attend ordinary sessions and, to the extent necessary, extraordinary sessions, including time for preparation and post-processing, to attend the company's annual meeting and perform the supervisory tasks of the Supervisory Board and to devote adequate consideration to reports from the Management Board. The statutory requirements concerning the maximum number of other mandates are to be observed.
Areas of skills in the Supervisory Board
The Supervisory Board as a whole is to adequately cover all the key areas of skills cited below. As a general rule, at least one member should have skills in each of these areas. This particularly includes in-depth experience and knowledge
Furthermore the Supervisory Board as a whole should also be familiar with the chemical industry.
Minimum requirements for the personal and professional skills of the individual Supervisory Board members
The individual Supervisory Board members should have the necessary skills for proper execution of their mandate. In the personal sphere, these requirements particularly include integrity, motivation, discretion, the ability to interact and cooperate with others and work in a team, intercultural understanding, leadership quality and persuasiveness, as well as the readiness and ability to engage with required subjects.
In the professional sphere, each Supervisory Board member is to display skills such as
Goals for the future composition of the Supervisory Board
Nabaltec AG maintains production sites in Germany and abroad. In addition, there are subsidiaries that operate among other things in marketing and sales for the product range of Nabaltec AG.
Conflicts of interest
Supervisory Board members are selected based primarily on their qualifications, professional suitability and experience. The Supervisory Board seeks to ensure that conflicts of interest are prevented. Nabaltec AG also follows all recommendations in Section 5.5 of the German Corporate Governance Code. However, the Supervisory Board reserves the right to approve consulting or service agreements between individual Board members and the company if, in any individual case, the conclusion of such an agreement is in the company's interest in the view of the Management Board and Supervisory Board and if the agreement is eligible for approval pursuant to § 114 of the German Stock Corporation Act.
Number of independent Supervisory Board members
The Supervisory Board should have at least one member who is independent in terms of Section 5.4.2 Sentence 2 of the German Corporate Governance Code, i.e. who has no business or personal relationship with the company, its governing bodies, a controlling shareholder or an affiliated company which may establish a conflict of interest.
Term limits for Supervisory Board members
Supervisory Board members are selected based primarily on their qualifications, professional suitability and experience. The Supervisory Board does not deem the introduction of term limits to be necessary and suitable as a formal criterion so as to enable the Supervisory Board to perform its advisory and supervisory tasks to the full extent. Rather, the expertise of especially experienced Supervisory Board members should be available to the Supervisory Board and the company without regard to a formal term limit.
The Supervisory Board does not deem a fixed age limit for Supervisory Board members to be necessary and expedient, as this would mean that the expertise of older and particularly experienced members would no longer be available to the Supervisory Board. Only persons whose qualifications, experience and professional suitability ensure, in the view of the Supervisory Board, that the tasks and duties of a Supervisory Board member will be performed in the best possible way will be nominated for election to the Supervisory Board.
Alongside the main criteria, qualifications and professional suitability, other factors are to be taken into account on a secondary basis, such as gender, nationality and religion. In particular, it is essential that the personal characteristics, qualifications, professional suitability and skills of the Supervisory Board members are beneficial for the company and enable the Supervisory Board to perform its supervisory and advisory tasks. The gender of the Supervisory Board members is not of paramount importance for the performance of tasks in a specialty chemicals company. The Supervisory Board will select candidates for the Supervisory Board based primarily on their qualifications and suitability.
The Supervisory Board routinely examines these goals, publishing its goals and the status of their implementation on an annual basis in the Corporate Governance Report. The Supervisory Board considers the goals which are formulated above, particularly insofar as they are defined in (1) through (5) above, to be met. The goal of diversity in accordance with (6) is adequately considered by the Supervisory Board when searching for suitable successors to departing Supervisory Board members.
The Chairman of the Supervisory Board explains the activities of the Supervisory Board in detail each year in his report to the shareholders and in the general meeting.
Schwandorf, April 2019