Corporate Governance Statement
Corporate Governance Statement
We have summarised the corporate governance statement for Uzin Utz SE and the Uzin Utz Group. Uzin Utz SE, based in Ulm, is the parent company of the Uzin Utz Group. The group consists of 30 fully consolidated companies and two companies consolidated at equity (hereinafter also referred to as Uzin Utz). Accordingly, the statements apply to Uzin Utz SE and the group, unless otherwise stated below. The declaration on corporate governance can be found on the homepage at www.uzin-utz.com (Investors - Corporate Governance - Corporate Governance Statement). Pursuant to section 317 para. 2 p. 6 of the German Commercial Code (HGB), the auditor's review of the disclosures is to be limited to whether the disclosures have been made in accordance with sections 289f para. 2 and para. 5, 315d of the HGB. The contents of this report address women and men equally. For better readability, only the masculine form of language is used (for example, shareholder, and employee).
I. Statement of the Management Board and the Supervisory Board of Uzin Utz SE on the German Corporate Governance Code pursuant to Section 161 AktG
The Management Board and Supervisory Board of Uzin Utz SE issued the following statement of compliance in accordance with section 161 of the German Stock Corporation Act (AktG) on 27 March 2023. The following statement refers to the recommendations of the Code in its version of 28 April 2022, which was published in the Federal Gazette on 27 June 2022 ("Code"). The Executive Board and Supervisory Board monitor compliance with the Code. The Declaration of Compliance is issued annually and is permanently available on the internet for all shareholders. It can be found at www.uzin-utz.com (Investors - Corporate Governance). The statements of compliance of the past five years are also deposited there.
The Management Board and Supervisory Board of Uzin Utz SE declare that the recommendations of the Code have been and are being complied with, with the following exceptions regarding the composition of the Supervisory Board (C.1 / C.4 / C.7 / C.10 of the Code):
The supervisory board has set targets for the proportion of women on the supervisory board. Moreover, it refrains from specifying concrete targets for its composition or from developing a competence profile, as this would deprive it of the necessary flexibility in nominating candidates for election to the supervisory board. Instead, the focus is on providing professional advice to and monitoring the management. Supervisory board members may be suitable for this purpose in particular even if they do not fulfil the criteria for independence within the meaning of recommendations C.7 and C.8 of the Code. Less than half of the Supervisory Board members, including the Chairman of the Supervisory Board, are to be considered independent of Uzin Utz SE or the Executive Board according to the criteria of the Code. The reasons for this lie in the special shareholder structure of Uzin Utz SE as well as the associated character of the company as a quoted family enterprise.
In addition to the legal requirements, the Supervisory Board bases its proposals for the election of Supervisory Board members primarily on the professional and personal suitability of the candidates as well as on appropriate - promoting the function of the Supervisory Board - considerations of expediency. This includes, for example, the affiliation of members who have relevant entrepreneurial experience. The supervisory board also ensures that the respective candidates are able to devote the expected amount of time. Therefore, with the exception of the information on the women's quota in the corporate governance statement, it is not possible to report on the implementation status of concrete goals or the competence profile in the form of a qualification matrix.
With regard to the Supervisory Board member Prof. Dr. Rainer Kögel, it is finally stated that he holds functions in more than five supervisory and advisory boards. The mandates, which are listed in detail in the annual report of Uzin Utz SE, exist predominantly in voluntarily established bodies and - with the exception of Uzin Utz SE - not with listed companies. Overall, they are only comparable with the mandate at Uzin Utz SE to a limited extent in terms of time, so that the above deviation is explained as a precautionary measure.
II. Corporate governance practices
Uzin Utz SE is a European Company listed on the stock exchange in Germany. The foundations of corporate governance are thus the Regulation on the Statute for a European Company (SE Regulation), the SE Implementation Act (SE Implementation Act, SEAG), the German Stock Corporation Act, the Articles of Association of Uzin Utz SE, as well as the Rules of Procedure for the Supervisory Board and the Executive Board.
The provisions of the European SE Regulation (COUNCIL REGULATION (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (OJ L 294 of 10.11.2001) as well as the national SE Act (SE Implementation Act) of 22 December 2004 (BGBl. I p. 3675) shall apply with priority. In terms of content, the national Stock Corporation Act regularly applies by way of references, in particular Art. 9 para. 1 SE Regulation. In order to maintain the clarity of the presentation, the complete chain of norms is not cited. Any reference to provisions of the Stock Corporation Act is to be understood as a reference in the sense of the reference provisions of the specific SE law.
As an international company, Uzin Utz is aware of its responsibility to operate in accordance with legal, social and ethical concerns. For this purpose, Uzin Utz has developed a system of values that is valid for the Executive Board and the Supervisory Board as well as for the employees and that goes beyond the legally prescribed framework and the German Corporate Governance Code. Our entrepreneurial actions are based on our corporate values - reliability, appreciation, perspective, internationality, balance and dynamism. The corresponding contents of this value system can be found on our website www.uzin-utz.com (About us - Values). The existing values were revised in 2022 in an extensive values and culture process. As part of this process, a global value framework was developed, which will be experienced step by step in the course of 2023.
We would like to act with perspective and have therefore developed the strategy "PASSION 2025". This strategy gives us four thrusts for achieving our common goals by 2025. The so-called 4Ps are PROFIT, PRODUCTS & SERVICES, PEOPLE and PLANET. Thus, in addition to economic goals, ecological and social goals are also appropriately taken into account. Within the framework of the PLANET thrust, we aim to reduce climate-damaging emissions of the Uzin Utz Group by 25 % by the end of 2025. Our value system also focuses on our passionate and performance-oriented workforce. The PEOPLE thrust therefore includes our company-wide goal of achieving a recommendation rate of 90 %.
With the signing of the WIN Charter, we acknowledge our economic, ecological and social responsibility. In addition, we identify with the region in which we do business. The 12 guiding principles of the WIN Charter BW as well as the main topics of Uzin Utz SE can be found in our annual chart report. You can find it on the website www.nachhaltigkeitsstrategie.de/wirtschaft/win-charta/win-charta-unternehmen.
With our Compliance Policy, we have committed ourselves to adhering to fundamental standards of conduct. We are committed to acting responsibly ourselves and to doing business sustainably. We also expect our business partners to act in accordance with our corporate values. Accordingly, we have developed a Code of Conduct for our suppliers and service providers, which is also embedded in our compliance and sets important, non-negotiable minimum standards. Among other things, our suppliers undertake to comply with legal rules and regulations, to strictly reject child labour, to protect human rights and personal data, to fight corruption and to ensure product safety and the best possible environmental protection. You can find more information on our efforts for sustainable business in our sustainability report on our website at www.uzin-utz.com (Responsibility - Sustainability).
Management and corporate structure
Uzin Utz SE, based in Ulm, is the parent company of the Uzin Utz Group. The group consists of 30 fully consolidated companies and two companies consolidated at equity. The legally independent companies operate with their own business and result responsibility.
The Management Board of Uzin Utz SE is in regular contact with the managing directors of the individual companies. The companies of the Uzin Utz Group are supported by Uzin Utz SE in part with financing, currency management, and other group-wide services.
Cooperation between the Management Board and the Supervisory Board
A trusting and close cooperation exists between the Management Board and the members of the Supervisory Board of Uzin Utz SE. The Executive Board regularly reports to the Supervisory Board on the course of business. There is also a constructive and continuous exchange with regard to the corporate strategy including the sustainability goals, corporate planning and the profitability of the company. Deviations in the course of business from the established plans and targets are discussed in detail, with reasons given. Documents required for decision-making, in particular the annual financial statements, management report, consolidated financial statements, Group management report and the respective audit reports, are forwarded to the members of the Supervisory Board in good time before the respective meetings
Principles of conduct
We are aware of our responsibility towards our employees, partners and customers and always act against this background. One sign of our reliability in this regard is our transparency.
For comprehensive information, Uzin Utz SE provides its shareholders and investors with the company's website: www.uzin-utz.com. In addition to the consolidated and annual financial statements, including management reports, as well as the interim reports for the first half of the year and quarterly announcements, shareholders and third parties are also informed about current developments and events in the form of ad hoc announcements and press releases.
Accounting and Internal Control and Risk Management System, Audit of Financial Statements
The consolidated financial statements and the group management report of the Uzin Utz Group are prepared in accordance with the principles of the "International Financial Reporting Standards" (IFRS), as well as the commercial law regulations to be applied additionally in accordance with Section 315e (1) of the German Commercial Code (HGB). The annual financial statements and the management report of Uzin Utz SE are prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG) pursuant to Article 61 of the SE Regulation. The company prepares the annual or consolidated financial statements, the group management report and the management report of Uzin Utz SE within 90 days after the end of the financial year. The overriding principle is a careful processing of all business transactions in the group and the SE.
The existing risk management system of the Uzin Utz Group is designed to detect, record, evaluate and control business and financial risks to which the company is exposed in the course of its activities. The individual elements of the monitoring system provide reliable information on the current risk situation and support the documentation, risk assessment and elimination of weak points. They thus contribute to minimizing the costs potentially arising from risks. Detailed information on the risk management of the Uzin Utz Group can be found in the risk report of the Group management report (opportunities and risks).
The Internal Control System (ICS) department is located centrally at Uzin Utz SE and, in addition to the control function, also includes the areas of compliance, data protection and risk management. Due to the close linking of the topics, interfaces are bundled within the department and synergies are used. Overall responsibility for the design and implementation of the ICS lies with the Management Board of Uzin Utz SE.
The internal control system (ICS) comprises principles, procedures and rules designed to support the effectiveness and efficiency of business activities, to ensure the correctness and reliability of accounting, and to ensure compliance with the legal provisions applicable to the company.
Before submitting the proposal for the election of the auditor to the Annual General Meeting, the Supervisory Board obtains a confirmation of independence from the proposed auditor. The auditor is requested by the Supervisory Board to report without delay on all findings and occurrences arising during the audit and of importance for the tasks of the Supervisory Board in the broadest sense, if these cannot be remedied immediately.
At the end of the year 2021, a whistleblower system was established at Uzin Utz, through which information about legal violations and grievances can be reported (also anonymously) to an independent ombudsman. The whistleblower system applies throughout the Group; in the future, it will also be opened to external third parties.
Remuneration system and remuneration report
The remuneration system, the remuneration report for the last financial year and the auditor's report issued for this purpose in accordance with Section 162 AktG and the last remuneration resolution can be viewed on the Company's website at www.uzin-utz.com (Investors - Remuneration).
III. Composition and functioning of the Management Board
The Management Board of Uzin Utz SE manages the company and conducts its business. It is bound to the interests of the company, taking into account the interests of the shareholders, its employees and other groups associated with the company (stakeholders), and is obliged to increase the sustainable value of the company. It develops the strategic direction of the company, agrees it with the Supervisory Board and ensures its implementation. The Executive Board currently consists of three members. The current composition of the Executive Board can be found in the Annual Report and on our homepage www.uzin-utz.com (Investors - Uzin Utz Group – Management and Supervisory Board).
The Executive Board ensures compliance with statutory provisions and internal company policies and draws attention to their observance in the Group companies (Compliance). It also ensures that appropriate measures are taken in line with the company's risk situation (compliance management system) and discloses the main features thereof (see the compliance policy available on our website at www.uzin-utz.com - Responsibility – Compliance Guideline). Furthermore, the Executive Board is responsible for the annual and multi-year planning of the SE and the Group and for preparing the reports required by law, such as the annual and consolidated financial statements and management reports as well as interim reports.
The Board of Management also maintains an appropriate and effective internal control system, risk management and risk controlling, as well as regular, timely and comprehensive reporting to the Supervisory Board on corporate planning, business development, the risk situation and risk management. The internal control system is also reviewed by the Board of Management through regular consultations and status reports. In addition, the Board of Management pays attention to diversity when filling management positions in the company, without, however, pursuing a specific diversity concept within the meaning of Section 289f (2) No. 6 of the German Commercial Code (HGB).
Rules of procedure govern the allocation of responsibilities and cooperation within the Executive Board. The schedule of responsibilities is drawn up by the Supervisory Board in consultation with the Executive Board, taking into account the service contracts of the individual members of the Executive Board. Irrespective of the allocation of responsibilities, each member of the Executive Board remains responsible for the management of the Company as a whole and is obliged to subordinate departmental interests to the overall welfare of the Company at all times. Measures and transactions of extraordinary importance to the Company or involving an extraordinary economic risk require the prior approval of the full Executive Board, in addition to other transactions expressly listed in the Rules of Procedure. Resolutions of the Management Board shall be adopted by a simple majority of all members of the Management Board participating in the adoption of the resolution.
Measures and transactions of fundamental importance to the share price are communicated publicly to the shareholders and the capital market in good time to ensure that the decision-making processes are also transparent during the year and that capital market participants are kept adequately informed. Significant transactions and the granting of loans by the Company to members of the Executive Board, the Supervisory Board and their relatives require the approval of the Supervisory Board.
A maximum period of three years is envisaged for the initial appointment of Executive Board members. A reappointment of the Executive Board member before the end of one year before the end of the appointment period with simultaneous termination of the current appointment shall only take place in the event of special circumstances. The age limit for Executive Board members is 70.
IV. Composition and operation of the Supervisory Board and its committees
The Supervisory Board currently consists of six members and exercises personnel authority with regard to the members of the Board of Management. In the composition of the Supervisory Board, attention shall be paid to diversity. However, Uzin Utz SE does not pursue a diversity concept within the meaning of Section 289f (2) No. 6 of the German Commercial Code (HGB).
The Supervisory Board, together with the Executive Board, ensures long-term succession planning. To this end, the Supervisory Board or the Personnel Committee regularly consults with the Executive Board and takes into account the Company's management planning. The specific succession planning is geared, among other things, to a dialog with the Executive Board on suitable candidates from the management level below the Executive Board. With the appointment of Julian and Philipp Utz to the Executive Board of Uzin Utz SE, a rejuvenation of the Executive Board was successfully initiated in January 2018 and succession was continued in the tradition of Uzin Utz SE. In October 2022, Christian Richter was appointed as a member of the Executive Board, who succeeded Heinz Leibundgut as of January 2023 after an extensive handover process. For the further development of management, the early identification of suitable candidates from different disciplines and of different genders, the systematic further development of managers by introducing them to tasks with increasing responsibility, and their role model function in the implementation of the values of Uzin Utz are of central importance.
The members of the Supervisory Board are elected by the Annual General Meeting. When proposing the election of Supervisory Board members by the Supervisory Board, care shall be taken, in accordance with § 12 para. 3 of the Rules of Procedure for the Supervisory Board of Uzin Utz SSE, to ensure that the term of office of Supervisory Board members generally ends at the end of the Annual General Meeting that decides on the discharge of the Supervisory Board member for the financial year in which the Supervisory Board member concerned reaches the age of 75. This provision shall apply to descendants of the Company's founder Georg Utz by way of derogation insofar as the date of reaching the age of 80 shall be the decisive date.
The Supervisory Board discusses the interim report and the quarterly reports, examines and approves the annual financial statements and the consolidated financial statements and their management reports.
The Supervisory Board's Rules of Procedure are an integral part of the monitoring and control process, provide for clear and transparent procedures and structures, and reflect the recommendations of the German Corporate Governance Code for the Supervisory Board. The Supervisory Board has defined in detail the information and reporting duties of the Executive Board to ensure an appropriate flow of information.
An intensive, continuous dialogue between the Supervisory Board and the Executive Board is the basis for efficient, proper corporate governance. The rules of procedure of the Supervisory Board are also available on the homepage of Uzin Utz SE at www.uzin-utz.com (Investors - Corporate Governance - Articles of Association).
Der Aufsichtsrat hat sowohl einen Prüfungs- als auch einen Personalausschuss. Durch diese committees, the Supervisory Board can address specific topics in depth and set appropriate priorities in its work. The Audit Committee is responsible for auditing the financial statements, monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal auditing system, as well as auditing and compliance. In this context, the accounting includes, in particular, the consolidated financial statements and the group management report (including CSR reporting), financial information during the year and the individual financial statements according to the German Commercial Code (HGB), as well as the management report of Uzin Utz SE. The Audit Committee regularly reviews and assesses the quality of the audit of the financial statements. The Personnel Committee is also the Nomination Committee. It prepares the proposals of the Supervisory Board to the Annual General Meeting for the election of Supervisory Board members.
The Supervisory Board conducts a regular assessment of the effectiveness of the Supervisory Board and its committees. To this end, the Supervisory Board again critically examined the individual areas of its activities in the 2022 financial year by means of a questionnaire. In addition, the Company regularly provides all members of the Supervisory Board with relevant training literature, in particular the trade journal "Der Aufsichtsrat" (The Supervisory Board) on a monthly basis.
The Audit Committee comprises the following members: Paul-Hermann Bauder (Chairman), Prof. Dr. Rainer Kögel, Timm Wiegmann. The Chairman of the Audit Committee Paul-Hermann Bauder and Prof. Dr. Rainer Kögel meet the requirements of special expertise in the fields of accounting and auditing. Thanks to their respective training and in particular their professional activities, Mr. Bauder and Prof. Dr. Kögel bring with them the necessary special knowledge and experience in the application of accounting principles and internal control and risk management systems, including sustainability reporting and auditing. They have continuously deepened their knowledge and experience through committee activities. For example, for several decades Mr. Bauder was the commercial director of Paul Bauder GmbH & Co. KG for several decades and was responsible for accounting and auditing. Prof. Dr. Kögel is also regularly involved in accounting and auditing issues as a lawyer and has intensively discussed accounting and auditing issues with the respective auditors as a committee member (supervisory board and advisory board mandates) at various companies and provided expert support. Sustainability issues and their reporting have regularly been the subject of legal advice and discussion in various committees of which Prof. Dr. Kögel is a member, particularly in the recent past. Finally, comprehensive further training for the Supervisory Board is planned in the current fiscal year 2023 on current developments in sustainability reporting, in particular the latest Corporate Sustainability Reporting Directive of the EU Commission. The Personnel Committee consists of the following members: Prof. Dr. Rainer Kögel (Chairman), Dr. H. Werner Utz, Frank-W. Dreisörner. The chairmen of the committees are each independent of the Company and the Executive Board and of controlling shareholders within the meaning of the recommendations of the German Corporate Governance Code. The other members of the Supervisory Board have a personal or business relationship with the company or the Executive Board and therefore do not meet the independence criteria of the German Corporate Governance Code. The background to this is the special tradition of Uzin Utz SE as a listed family company as well as the associated shareholder structure, which is presented in more detail in the annual report of Uzin Utz SE. Taking into account the ownership structure, the Supervisory Board includes an appropriate number of independent members.
The Supervisory Board has set targets for the proportion of women on the Supervisory Board. Otherwise, it refrains from specifying concrete targets for its composition. Further information on the composition of the Supervisory Board can be found in Section I. In its election proposals to the Annual General Meeting, the Supervisory Board discloses the relationships of the candidates to the Company, the corporate bodies of the Company and the shareholders with a significant interest in the Company if this is considered relevant for the election decision. In this context, members of the Executive Board may not become members of the Supervisory Board of the Company before the expiry of two years after the end of their appointment, unless their election is based on a proposal by shareholders holding more than 25% of the voting rights in the Company.
The term of office of the Supervisory Board is generally five years.
V. Law for the equal participation of women and men in management positions
The Board of Management at the Ulm site has set targets for the proportion of women at the two management levels up to June 30, 2027. A share of 10.0% (target rate: 15.0%) has been achieved at the first management level (division heads) and a share of 20.0% (target rate: 25.0%) at the second level (department heads). The target quotas for the 1st and 2nd management levels have consequently not yet been achieved.
The Supervisory Board has set the target ratio for the Board of Management at 0% until June 30, 2027 and for the Supervisory Board at 16.67% until June 30, 2027. These target ratios were achieved in the past fiscal year. The Supervisory Board is committed to diversity in the selection of personnel. However, in the Supervisory Board's understanding, diversity is not limited to one gender, but includes all genders equally. At the same time, diversity for the Supervisory Board means taking different criteria into account when selecting candidates for Executive Board positions. It is therefore important to the Supervisory Board that the members of the Management Board, irrespective of their gender, convince the shareholders, business partners and employees through their professional and social competence, their willingness to perform and, above all, their personality. After all, as a family-owned company, Uzin Utz SE stands for continuity and reliability. These values serve as a foundation for the trust that employees, business partners and shareholders place in Uzin Utz.
VI. Information on the diversity concept
Uzin Utz SE does not pursue a diversity concept within the meaning of Section 289f (2) No. 6 of the German Commercial Code (HGB), neither in the appointment of the Executive Board nor in the composition of the Supervisory Board, although diversity aspects are certainly taken into account in each case. However, in the case of appointments to the Executive Board, the respective professional and personal suitability is primarily decisive. In addition to the statutory requirements, the Supervisory Board also bases its proposals for the election of Supervisory Board members mainly on the professional and personal suitability of the candidates as well as on appropriate considerations of expediency that promote the function of the Supervisory Board. These include, for example, the affiliation of members who have relevant business experience (cf. also the comments in the statement of compliance).
Uzin Utz SE, Ulm, March 2023
For the Executive Board: For the Supervisory Board:
Christian Richter Dr. H. Werner Utz (Chairman)
Articles of Association
Corporate governance describes responsible, transparent management and control of a company aimed at sustainable value creation.
Here you can find the current version of the Articles of Association of UZIN UTZ SE: