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
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
Hamburg, 22 November 2018
The Management Board of SinnerSchrader AG
Matthias Schrader and Thomas Dyckhoff