Statement of corporate governance

As a German stock corporation, SinnerSchrader AG is managed in compliance with the German Stock Corporation Act and the principles of the most recent version of the German Corporate Governance Code. The Company organs comprise the Annual General Meeting, the Supervisory Board and the Management Board. The Statutes of the Company specify the tasks and rights of the Company organs within the framework established by the German Stock Corporation Act. The internal operations and decision-making processes of the Company organs are regulated in detail by rules of procedure. The Supervisory Board has decreed rules of procedure for itself through a resolution and has also decreed the rules of procedure for the Management Board. The Annual General Meeting did not decree rules of procedure for itself in accordance with Article 129 para. 1 of the German Stock Corporation Act.

One fundamental principle of German stock corporation law is the so-called dual management system, according to which the management board, which is the executive organ, and the supervisory board, which monitors the work of the management board, each have their own competencies and do not have overlapping members. Within this dual management system, the Management Board and Supervisory Board of SinnerSchrader AG work closely together in the interests of the Company.

The management board of a stock corporation is appointed by the supervisory board and is independently responsible for managing the enterprise, must, however, follow any instructions given by Accenture Digital Holdings GmbH on the basis of the domination and profit transfer agreement concluded with it. It carries out business following the law, the statutes of the company and the rules of procedure decreed by the supervisory board for the management board. It regularly, promptly and comprehensively reports to the supervisory board on the business development of the company and group as well as on significant business transactions. The statutes of the company and the rules of procedure of the management board also specify which transactions and decisions must be approved in advance by the supervisory board.

The principle of overall responsibility applies here, according to which the members of the management board bear joint responsibility for the entire management of the company and jointly determine the corporate strategy and the essential corporate policy. The rules of procedure for the management board define the principles of cooperation within the management board. In particular, they regulate the departmental responsibilities of each management board member, the decisions to be made solely by the entire management board, the details of the adoption of resolutions and the coordination of work within the management board through regular management board meetings as well as the rights and duties of the chairman of the management board. The Management Board of SinnerSchrader AG currently consists of two members. More information on the Management Board members and how responsibilities are allocated can be found under Management structure

The Supervisory Board monitors the Management Board and advises it on the management of the Company. The key tasks of the Supervisory Board include appointing members of the Management Board, establishing the compensation for these members, acting as the representative of SinnerSchrader AG to the Management Board, monitoring the work of the Management Board and the Company, particularly as regards accounting processes, the effectiveness of the internal monitoring system and the effectiveness of the risk management system, commissioning the financial auditors and monitoring the financial audit, approving the Annual Financial Statements and Consolidated Financial Statements and making decisions regarding the business transactions that require approval under the law, the Statutes of the Company or the rules of procedure of the Management Board.

The rules of procedure of the Supervisory Board define the fundamental principles of cooperation within the Supervisory Board. The chairman of the Supervisory Board coordinates the work of the Supervisory Board, leads its meetings and externally represents the concerns of the Supervisory Board. The Supervisory Board of SinnerSchrader AG consists of three members who were elected by the Annual General Meeting. On account of its manageable size, the Supervisory Board declined to form any committees. More information on the Supervisory Board members can be found under Management structure

The “Act for the Equal Participation of Women and Men in Managerial Positions in the Private Sector and the Public Sector” requires that targets be set for the proportion of women on supervisory boards, management boards and the two managerial levels below the management board. 

Management Board and Supervisory Board are committed to the objectives of the Act for the Equal Participation of Women and Men in Managerial Positions in the Private Sector and the Public Sector. The Supervisory Board has therefore decided to reach a target of 30 % women in the Management Board and Supervisory Board by 30 June 2022.

At the same time, the Management Board has pledged to maintain the proportion of women in the first management level of SinnerSchrader AG at at least 30 % until 30 June 2022. Since only a total of 56 employees were working at SinnerSchrader AG at the time of the decision, there was only one level of management below the Management Board; there was therefore no need to set a target rate of a second management level.

On 10 December 2017, in accordance with Article 161 of the German Stock Corporation Act, the Management Board and Supervisory Board of SinnerSchrader AG submitted the  Declaration of Conformity  in respect of the recommendations of the “Government Commission on the German Corporate Governance Codex” in the version of 7 February 2017. It can be viewed at any time under Declaration of Conformity .

Hamburg, 22 November 2018

The Management Board of SinnerSchrader AG

Matthias Schrader and Thomas Dyckhoff

Declaration of conformity

In 2002 the specially established Government Commission adopted the German Corporate Governance Code, which recommends the conduct standards for responsible company management and supervision aimed at wealth creation, in particular for companies quoted on the stock exchange.

A new Article 161 was inserted in the Joint Stock Corporation Act when the Transparency and Publicity Act entered in force. This required the Management Board and Supervisory Board of a company quoted on the stock exchange to make a declaration once a year stating whether the Code has been and is being complied with or which recommendations of the Code have not been applied.

2002 was the first year in which a declaration of this kind had to be made.

On 10 December 2017, the Management Board and Supervisory Board of SinnerSchrader AG issued the following declaration of conformity on the recommendations of the „ Government Commission on the German Corporate Governance Codex ” as amended on 07 February 2017:  Declaration of Conformity

Management structure

Management Board

Matthias Schrader

CEO

Matthias Schrader studied Computer Science and History and worked as an editor for several trade journals during his studies. Together with Oliver Sinner he founded Sinner+Schrader Interactive Marketing GmbH in 1996, which was later brought into Sinner-Schrader GmbH. In 1999, SinnerSchrader AG was founded, which was jointly headed by Matthias Schrader and Oliver Sinner as Chief Executive Officers (CEO) and which went public in November 1999. Since 1 September 2002 Matthias Schrader is the sole CEO and responsible for Sales, Marketing and Strategy. He is executive director of the SinnerSchrader Deutschland GmbH and he is also managing director Accenture Interactive ASG.

Share of the Company

Thomas Dyckhoff

CFO

Thomas Dyckhoff studied Computer Science in Karlsruhe and earned an MBA degree in Washington DC, USA. From 1991-1998 he worked for Daimler-Benz AG in Stuttgart in the departments Group Treasury, Risk Management, Group Controlling and was Head of Group Reporting before he changed to debis Systemhaus GmbH as head of Acquisitions. As Chief Financial Officer, Thomas Dyckhoff is responsible for the segments Finance, Controlling, Investor Relations as well as Human Resources. He is also executive director of the SinnerSchrader Deutschland GmbH.

Share of the Company

Supervisory Board

Frank Riemensperger

Chairman Supervisory Board

Frank Riemensperger, born 1962, studied Computer Science in Germany and the United States, graduating in 1987. Frank joined Accenture in 1989 and specialized in complex IT-enabled business transformation programs. In 1998, Frank became a partner in the company. Until 2005 Frank held various management positions for Accenture’s German, Swiss and Austrian geographical unit. From 2005 through to 2009, he headed the global Technology Business of Accenture’s largest operating unit Products. In November 2009, Frank Riemensperger was appointed Geographic Unit Managing Director for Germany, Switzerland and Austria. In this role, he is responsible for Accenture’s market development in the German-speaking countries.

Vita
Share of the Company

Philip W. Seitz

Member of Supervisory Board

Philip W. Seitz was born in 1962 and studied law at the University of Hamburg. After completing his studies, he worked as a legal advisor at HypoVereinsbank Hamburg before moving to GrandMets Foods in 1995. From 1997 to 2007, he held various positions at the American Campbell Soup Company, most recently Legal Counsel Europe. Since the end of 2007, Philip W. Seitz has been General Counsel at Tchibo.

Vita
Share of the Company

Daniel Schwartmann

Member of Supervisory Board

Daniel Schwartmann was born in 1965 and studied mathematics and economics at the University of Duisburg und Cambridge. After completing his studies, her worked as a management consultant at Andersen Consulting. After graduating from the Masters in Finance Programs at the London Business School in 1999, he joined Accenture's venture capital business. Since 2003, he has been responsible for Corporate Development in Europe, Africa and Latin America.

Vita
Share of the Company

Compensation

The Corporate Governance Code lays down key points for the compensation structures of the Management Board and Supervisory Board. Accordingly, the compensation is made up of fixed and variable components, whereby the variable components should be closely linked to company success and be long-term incentives.

The compensation of the Management Board and Supervisory Board of SinnerSchrader AG corresponds to these recommendations.

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Statutes

Directors’ Dealings

According to article 19 Market Abuse Regulation (MAR) the management or supervisory bodies of an issuer in particular have to notify both the issuer and the BaFin of transactions conducted on their own account relating to shares or debt instruments of the issuer which are traded on the financial markets or financial instruments linked thereto (e.g.derivatives). The notification requirement also applies to spouses, registered civil partners, dependent children and other relatives living with them in the same household for at least one year. The same goes for legal persons, trusts (such as foundations) or partnerships closely associated with persons discharging managerial responsibilities. There is no notification requirement if the total volume of all transactions for the calendar year is less than 5,000 €.

The company has to publish the information on these transactions. Here you will find the list of all transactions of which the company was informed by directors:

Date: 5th April 2017

Directors' Dealings 2017
Archiv

Shares of Board members

MANAGEMENT BOARD

  31.05.2017 05.04.2017 04.03.2016 31.08.2015 01.03.2015
Matthias Schrader 0 0 2,588,399 2,576,289 2,576,289
Thomas Dyckhoff 0 0 109,950 109,950 109,950

SUPERVISORY BOARD

  31.08.2017 23.06.2017 31.05.2017 31.08.2016 31.08.2015
Philip W. Seitz 0 0 0 0 0
Frank Riemensperger 0 0 - - -
Daniel Schwartmann 0 0 - - -