Responsible corporate governance that is geared to sustained value creation and preservation is the benchmark of all actions of the Executive Board and Supervisory Board of RATIONAL AG and the cornerstone of the company’s success. The following is the Executive Board’s and Supervisory Boards’ report on corporate governance at RATIONAL in accordance with our corporate governance principles, principle 22 of the German Corporate Governance Code, as amended on 16 December 2019, and sections 289f and 315d of the German Commercial Code (Handelsgesetzbuch, HGB). The report is supplemented by the remuneration report, which is part of the company’s management report.
Der Vergütungsbericht nach § 162 AktG für das Geschäftsjahr 2021 ist auf der RATIONAL-Website (www.rational-online.com) im Bereich Investor Relations und im Geschäftsbericht 2021 zu finden. Der Vermerk des Abschlussprüfers gemäß § 162 AktG, das geltende Vergütungssystem gemäß § 87a Absatz 1 und 2 Satz 1 AktG und der letzte Vergütungsbeschluss gemäß § 113 Absatz 3 AktG sind ebenfalls auf der RATIONAL-Website (www.rational-online.com) im Bereich Investor Relations öffentlich zugänglich.
Responsible, sustainable, and socially aware actions have always been a basic element of the corporate culture of RATIONAL AG. This includes integrity in dealings with customers, employees, business partners, shareholders, and the public.
By compliance, RATIONAL understands adherence to legislation, laws and the Articles of Association, together with observance of other internal regulations. RATIONAL AG continued to develop its own corporate governance in fiscal year 2020. RATIONAL has largely complied with the recommendations of the Code in the respective periods of validity of the corresponding versions. The latest version of the Corporate Governance Code, which entered into force on publication in the German Federal Gazette on 20 March 2020, includes some new recommendations on how to arrange corporate governance. Based on the new recommendations, RATIONAL AG adapted some areas of its corporate governance in fiscal year 2020. Where RATIONAL AG nevertheless departs from the recommendations of the Code, this is reported in the following declaration of conformity. Other voluntary commitments exist in the form of compliance agreements with a number of our chain customers. The company has developed a comprehensive philosophy and has management principles that are set down in writing. It also has a Code of Conduct that applies throughout the Group. The corporate philosophy stresses the selfimage of the company, its executive bodies and employees. There are also recommendations on how to behave in dealings with customers, partners and colleagues.
Since 2012, the Compliance organisation has been continuously further developed. The starting point for compliance activities is the RATIONAL AG Code of Conduct, which has been summarized in the form of RATIONAL rules of conduct in business and communicated throughout the company. A RATIONAL compliance team was set up and a Compliance Officer appointed for the entire RATIONAL Group.
On the basis of the results of compliance risk analyses carried out in different company divisions, actions were defined to counter all material compliance risks. In addition to applicable internal compliance rules, these measures also include cooperation with qualified local partners. Moreover, the local requirements for a compliance programme are continuously monitored in countries where RATIONAL has its own subsidiaries and employees and, where necessary, adapted to the existing compliance programme.
All employees at the RATIONAL Group receive training on compliance topics. Employees with computer access must also pass a test.
An audit of the risk management system and the design of the compliance management system in accordance with the auditing standards of the Institute of Public Auditors in Germany confirmed the functional capability of both systems.
In 2020, both the compliance management system and the risk management system were strategically continued on the basis of the existing concepts.
The General Meeting of Shareholders is chaired by the Chairman of the Supervisory Board or another member of the Supervisory Board appointed by the Chairman.
Because of the contact restrictions imposed to manage the coronavirus crisis, the 2020 General Meeting of Shareholders was postponed and held virtually for the first time in accordance with legal requirements. Around 150 shareholders or their proxies attended the virtual General Meeting of Shareholders on 24 June 2020. Despite the special circumstances, the calculated attendance rate was just under 83% of the share capital as specified in the Articles of Association. All resolutions on the agenda were approved by the General Meeting of Shareholders with a large majority.
RATIONAL AG is an Aktiengesellschaft (joint stock corporation) under German law. A basic principle of German corporation law is the dual system of management, comprising an executive board and a supervisory board, each of which has its own autonomous areas of responsibility.
The Executive Board and Supervisory Board of RATIONAL AG cooperate closely and on a basis of trust in the management and monitoring of the company. Full details of the cooperation between the Executive Board and the Supervisory Board are given in the Supervisory Board’s report.
The members of the Executive Board bear joint responsibility for the overall management of the company. They cooperate closely with one another and exchange information about important actions and procedures taking place within their divisions. Each member of the Executive Board is responsible for the divisions assigned to them on the basis of Executive Board resolutions. The Executive Board generally reaches decisions in meetings, which are held every two weeks. In addition, every member of the Executive Board can call a meeting by announcing the item on the agenda. Likewise, every member can request that a topic be included in the agenda for a meeting. Decisions by the Executive Board are always reached by a simple majority of votes cast by all of its members.
The Executive Board keeps the Supervisory Board comprehensively informed in good time, verbally and in writing as well as in regular meetings about planning, business development and the position of the company, including risk management.
The Executive Board of RATIONAL AG can consist of one or more persons. It had four members as at the balance sheet date. The assignment of division responsibility to the individual members is detailed in the executive organization chart. The members of the Executive Board at the balance sheet date were Dr Peter Stadelmann (Chief Executive Officer, Human Resources, Legal and the Digital Customer Solutions business unit), Peter Wiedemann (Chief Technical Officer), Dr Axel Kaufmann (Chief Financial Officer) and Markus Paschmann (Chief Sales Officer). Dr Axel Kaufmann resigned from the RATIONAL AG Executive Board effective 31 December 2019. No external appointment for the position of Chief Financial Officer took place. From 1 January 2020, Dr Stadelmann assumed the duties of the Chief Financial Officer alongside his other responsibilities. He remains the Chief Executive Officer.
The members of the Executive Board do not perform any Supervisory Board duties in other listed companies.
No conflicts of interest occurred in the past fiscal year.
The Supervisory Board advises and monitors the Executive Board in the management of the company. It is involved in strategy and planning as well as in all matters of fundamental importance for the company. For significant business transactions – such as the annual planning and major investments – the rules of procedure for the Executive Board give the Supervisory Board a right to veto. The Chairman of the Supervisory Board coordinates the work in the Supervisory Board, chairs its meetings and looks after the interests of the Board in its external dealings.
In the case of significant events, an extraordinary meeting of the Supervisory Board is convened if necessary. For its work, the Supervisory Board has set itself rules of procedure. The Supervisory Board’s latest self-assessment was conducted in December 2020 using a questionnaire and subsequent discussion.
Details of the focus of the Supervisory Board’s activities and advice in the year under review are given in the Report by the Supervisory Board.
The Supervisory Board formed an Audit Committee in 2015. Its members are Dr Hans Maerz (Committee Chairman), Mr Walter Kurtz and Mr Erich Baumgärtner. In January 2021, the Supervisory Board established a Technology Committee, which deals with and prepares technical topics for the full Supervisory Board. Its members are Dr Georg Sick (Committee Chairman), Mr Walter Kurtz and Dr Johannes Würbser.
The Supervisory Board does not believe that the establishment of a nomination committee is necessary. With a seven-member Supervisory Board, efficient discussions and lively exchanges of views on suitable candidates for nomination by the Supervisory Board to the General Meeting of Shareholders can also be held in the plenary session. Moreover, the fact that the Supervisory Board of RATIONAL AG is not subject to co-determination obviates the need to form a nomination committee that consists exclusively of shareholder representatives.
By resolution of the General Meeting of Shareholders on 29 April 2015, article 8 (6) sentence 1 of the Articles of Association of RATIONAL AG was amended. The wording of the resolution is as follows: “For as long as Mr Siegfried Meister and Mr Walter Kurtz are shareholders of the company, they shall have the joint right to appoint up to two members of the Supervisory Board. If one of the two holders of the right to appoint ceases to be a shareholder of the company, the remaining shareholder shall have the sole right to appoint. The right to appoint shall be exercised by submitting a written declaration to the Executive Board of the company.”
Under the Articles of Association, as amended by resolution of the General Meeting of Shareholders on 15 May 2019, the Supervisory Board of RATIONAL AG has seven members who are elected by the shareholders.
Mr Walter Kurtz is the Chairman of the Supervisory Board and Dr Hans Maerz is his deputy. Also on the Supervisory Board are Mr Erich Baumgärtner, Dr Johannes Würbser, Dr Gerd Lintz and Mr Werner Schwind, proven experts in finance, business law, sales and technology. As a proven technical expert, Dr Georg Sick rounds off the skills profile of the Supervisory Board of RATIONAL AG.
This body has six members (Dr Hans Maerz, Mr Erich Baumgärtner, Dr Gerd Lintz, Mr Werner Schwind, Dr Georg Sick, Dr Johannes Würbser) who are independent of the company and its Executive Board, and the Supervisory Board considers this to be a sufficient number. The Supervisory Board also considers Mr Erich Baumgärtner independent of the company and its Executive Board. Mr Baumgärtner was already elected to the Supervisory Board with effect from 1 January 2017 and therefore before the end of a two-year period after leaving the Executive Board at the end of 2015, meaning that one of the dependence indicators within the meaning of recommendation C.7 of the Code applies. However, a period of five years has now passed since Mr Baumgärtner left the Executive Board, so that sufficient time has elapsed since Mr Baumgärtner’s previous engagement as a member of the Executive Board. Moreover, during his term of office as a member of the Supervisory Board, Mr Baumgärtner has sufficiently demonstrated that there is no risk of any undue influence by a former member of the Executive Board over the new Executive Board to cover up any irregularities of his own, which the recommendation of the Code seeks to prevent.
Since RATIONAL does not have a controlling shareholder within the meaning of recommendation C.9 of the Code, all members of the Supervisory Board are independent under this criterion.
The term of office of the Supervisory Board members is five years. The current term of office will expire at the ordinary General Meeting of Shareholders in 2024.
Supervisory Board members are proposed for election exclusively on the basis of their special skills and qualifications. Other attributes, such as gender, age, nationality or length of membership of the Supervisory Board of RATIONAL AG, have not been and will not be of any consequence for this decision. The intention is to continue to abide by this policy in future in order to retain experience and skills for the benefit of the company. For these reasons, and justified by the profile of skills and expertise of the members of the Supervisory Board, the Supervisory Board considers the implementation of a competent supervisory body to have been achieved. The Supervisory Board of RATIONAL AG has set itself a target concerning the proportion of women in the Supervisory Board within the meaning of the German Act on Equal Participation of Women and Men in Executive Positions in the Private and the Public Sector (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst) and has published this target in this declaration (see below).
No conflicts of interest occurred in the past fiscal year.
RATIONAL AG is a listed company, but is not subject to parity co-determination. This means that, under the German Act on Equal Participation of Women and Men in Executive Positions in the Private and the Public Sector, the introduction of a 30 % ratio for women in the Supervisory Board of RATIONAL AG is not binding. However, the company’s listing on the stock exchange requires the company to specify targets for increasing the percentage of women in the Supervisory Board, Executive Board and on the two management levels below the Executive Board as well as to set deadlines for attaining these targets.
The executive Board and Supervisory Board of RATIONAL AG have set themselves the following new targets for the proportion of women in executive positions, thereby meeting their legal obligations:
For the Supervisory Board, a target of 0% has been specified for the proportion of women.
Der Aufsichtsrat hat kein Diversitätskonzept für die Zusammensetzung des Vorstands und des Aufsichtsrats beschlossen. Bei der Bestellung von Vorstandsmitgliedern und bei Vorschlägen für die Wahl von Aufsichtsratsmitgliedern wird allein nach Maßgabe des Kompetenzprofils des Aufsichtsrats und den Anforderungen an Vorstandsmitglieder auf die besondere Kompetenz und Qualifikation Wert gelegt. Weitere Eigenschaften wie Geschlecht, Alter, Herkunft, nationale Zugehörigkeit, Bildungs- und Berufshintergrund waren und sind für diese Entscheidungen ohne Bedeutung. Es ist beabsichtigt, daran auch in Zukunft festzuhalten. Gleichwohl verfolgt der Aufsichtsrat das Ziel, die personelle Zusammensetzung und damit die Kompetenzen und Erfahrungen in Vorstand und Aufsichtsrat kontinuierlich weiterzuentwickeln und eine ausgewogene Balance an Kontinuität und Erneuerung zu wahren. Vorstand und Aufsichtsrat müssen insgesamt jeweils über die zur ordnungsgemäßen Wahrnehmung der Aufgaben erforderlichen Kenntnisse, Fähigkeiten und fachlichen Erfahrungen verfügen.
Ziel des Personalmanagements bei RATIONAL ist es, Leistungsträger zu fördern und langfristig im Unternehmen zu halten, um dadurch nachhaltig den Unternehmenserfolg zu gewährleisten. Alle offenen Stellen bei RATIONAL werden an Personen vergeben, welche die besten Qualifikationen und Kompetenzen für diese Stelle vorweisen. Weitere Eigenschaften wie das Geschlecht oder nationale Zugehörigkeit waren und sind für diese Entscheidung ohne Bedeutung.
Diese Grundsätze gelten auch für die Besetzung des Vorstands. Das Management besteht aus ausgewählten Experten verschiedener Fachbereiche, welche auf eine langjährige erfolgreiche Zusammenarbeit zurückblicken können. Die Unternehmensführung ist von Kontinuität, Vertrauen und dem konsequenten Fokus auf den größtmöglichen Kundennutzen im Sinne unseres Unternehmensgründers und der Unternehmensphilosophie geprägt und wird Entscheidungen zur Besetzung des Vorstands vor diesem Hintergrund treffen.
On 24 June 2020, the General Meeting of Shareholders appointed PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, as auditors of the financial statements and the consolidated financial statements for fiscal year 2020. The audit contract was awarded by the Supervisory Board.
Prior to the proposal being submitted to the General Meeting of Shareholders, the Supervisory Board obtained a declaration from the auditors on their personal and business relationships with the company. This gave no rise to any objections. The Supervisory Board agreed with the auditors that the Chairman of the Supervisory Board would be notified immediately about disqualification or reasons for bias during the audit.
The auditors are additionally required to report separately on any major weaknesses detected during the audit in the accounting-related internal control and risk management system.
The lead auditor of the 2020 annual financial statements was Mr Jürgen Schumann.
The Executive Board and the Supervisory Board of RATIONAL AG, Landsberg am Lech, hereby declare in accordance with section 161 of the AktG that, since the last declaration of conformity was submitted in February 2019, the recommendations of the Government Commission for a German Corporate Governance Code (as amended and published in the Federal Gazette on 24 April 2017) have been and are being complied with, with the following exceptions:
Number 4.2.3 (2) sentence 3 of the Code:
Number 4.2.3: “Variable remuneration components generally have a multiple-year assessment basis that shall have essentially forward-looking characteristics.”
The variable components of Executive Board remuneration as agreed in the existing employment contracts with members of the Executive Board comprise various elements of the company’s long-term success, but do not specifically stipulate a multi-year assessment basis. The Supervisory Board of RATIONAL AG regards sustainable company development as a matter of course. In a continuous process, milestones for the annual variable remuneration components of the members of the Executive Board are derived from the corporate strategy.
Numbers 4.2.4 and 4.2.5 of the Code:
Number 4.2.4: “The total compensation of each one of the members of the Management Board is to be disclosed by name, divided into fixed and variable compensation components. The same applies to promises of benefits that are granted to a Management Board member in case of premature or statutory termination of the function of a Management Board member or that have been changed during the financial year. Disclosure is dispensed with if the General Meeting has passed a resolution to this effect by three- quarters majority.”
Number 4.2.5: “Disclosure shall be made in the Notes or the Management Report. A compensation report as part of the Management Report outlines the compensation system for Management Board members. The outline shall be presented in a generally understandable way.
The compensation report shall also include information on the nature of the fringe benefits provided by the company.
In addition, the remuneration report shall present the following information for every Management Board member:
The model tables provided in the appendix shall be used to present this information.”
On May 4, 2016, the General Meeting of Shareholders of RATIONAL AG resolved to dispense with the publication of individualised figures for Executive Board remuneration in accordance with section 286 (5) of the Handelsgesetzbuch (HGB, German Commercial Code). This resolution of the General Meeting will be in effect for five years. Disclosure of the variable remuneration broken down by short-term and long-term components will not be made.
Number 5.1.2 (1) sentence 2 of the Code:
Number 5.1.2 (1) sentence 2: “When appointing the Management Board, the Supervisory Board shall also respect diversity.”
Number 5.1.2 (2) sentence 3: “An age limit for members of
the Management Board shall be specified.”
The Supervisory Board and Executive Board expressly welcome all efforts to counter any form of discrimination and to promote diversity in a reasonable manner. When appointing members of the Executive Board, the special skills and qualifications of the candidate are the only decisive criterion for the Supervisory Board. Other attributes such as gender or national identity have not been and will not be of any consequence for this decision.
On 13 November 2020, the Supervisory Board specified an age limit of 65 years for members of the Executive Board.
Number 5.3.3 of the Code (Formation of committees):
“The Supervisory Board shall form a nomination committee composed exclusively of shareholder representatives which recommends suitable Supervisory Board candidates for the proposals of the Supervisory Board to the General Meeting.”
The Supervisory Board formed an Audit Committee in 2015. The Supervisory Board does not believe that the establishment of a nomination committee is necessary. With a seven-member Supervisory Board, efficient discussions and lively exchanges of views on suitable candidates for nomination by the Supervisory Board to the General Meeting of Shareholders can also be held in the plenary session. Moreover, the fact that the Supervisory Board of RATIONAL AG is not subject to co-determination obviates the need to form a nomination committee that consists exclusively of shareholder representatives.
Number 5.4.2 (2) sentence 2 and (4) of the Code:
Number 5.4.1 (2) sentence 2: “Within the company-specific situation the composition of the Supervisory Board shall reflect appropriately the international activities of the company, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of number 5.4.2, an age limit and a regular limit to Supervisory Board members’ term of office, both to be specified, as well as diversity.”
The composition of the Supervisory Board of RATIONAL AG is guided by the company’s interests and guarantees that the Executive Board is effectively monitored and advised. The candidates for election to the Supervisory Board are selected exclusively on the basis of knowledge, skills and experience. Other attributes such as gender or national identity have not been and will not be of any consequence. No age limit has been specified for Supervisory Board members, nor has a regular limit of length of membership of the Supervisory Board.
The recommendations of the Government Commission for a German Corporate Governance Code, as amended on 16 December 2019 and published in the official section of the Federal Gazette on 20 March 2020, have been complied with since this version of the Code entered into force, with the exception of the recommendations itemised below for the reasons and in the periods specified there:
B. Appointments to the Management Board
Recommendation B.1 of the Code: “When appointing Management Board members, the Supervisory Board shall take diversity into account.”
The Supervisory Board and Executive Board expressly welcome all efforts to counter any form of discrimination and to promote diversity in a reasonable manner. When appointing members of the Executive Board, the special skills and qualifications of the candidate are the only decisive criterion for the Supervisory Board. Other attributes such as gender or national identity have not been and will not be of any consequence for this decision.
Recommendation B.5 of the Code: “An age limit shall be specified for members of the Management Board and disclosed in the Corporate Governance Statement.”
On 13 November 2020, the Supervisory Board specified an age limit of 65 years for members of the Executive Board.
C. Composition of the Supervisory Board
I. General requirements
Recommendation C.1 second half of sentence 1 of the Code: “... while taking the principle of diversity into account.”
Recommendation C.2 of the Code: “An age limit shall be specified for members of the Supervisory Board and disclosed in the Corporate Governance Statement.”
The composition of the Supervisory Board of RATIONAL AG is guided by the company’s interests and guarantees that the Executive Board is effectively monitored and advised. The candidates for election to the Supervisory Board are selected exclusively on the basis of knowledge, skills and experience. Other attributes such as gender or national identity have not been and will not be of any consequence. No age limit has been specified for Supervisory Board members, nor has a regular limit of length of membership of the Supervisory Board. In compliance with the profile of skills and expertise, nominations to the General Meeting of Shareholders are based exclusively on the knowledge, skills and experience of the candidates in question. The intention is to continue to abide by this policy in future in order to retain experience and skills for the benefit of the company.
II. Independence of Supervisory Board members
Recommendation C.10 of the Code: “The Chair of the Supervisory Board, the Chair of the Audit Committee, as well as the Chair of the committee that addresses Management Board remuneration, shall be independent from the company and the Management Board.”
Walter Kurtz has been a member of the Supervisory Board since 1998 and is therefore not considered independent of the company. Mr Kurtz has been Chairman of the Supervisory Board since 11 August 2017. Due to his many years of service in the company, which he managed with the company’s founder Siegfried Meister for many years, Mr Walter Kurtz not only has invaluable experience, but also upholds the continued management of the company as its founder had intended.
D. Supervisory Board Procedures
I. Rules of procedure
Recommendation D.1 of the Code: “The Supervisory Board shall adopt its own rules of procedure and shall publish these on the company’s website.”
For its work, the Supervisory Board has set itself rules of procedure. However, the Supervisory Board opts not to publish the rules of procedure on the company’s website. The main rules of conduct for the Supervisory Board are laid down in law and in the Articles of Association and publicly accessible. We do not believe that the additional publication of the rules of procedure would add any value.
II. Cooperation within the Supervisory Board and with the Management Board
2. Supervisory Board committees
Recommendation D.5 of the Code: “The Supervisory Board shall form a Nomination Committee, composed exclusively of shareholder representatives, which names suitable candidates to the Supervisory Board for its proposals to the General Meeting.”
The Supervisory Board does not believe that the establishment of a nomination committee is necessary. With a seven-member Supervisory Board, efficient discussions and lively exchanges of views on suitable candidates for nomination by the Supervisory Board to the General Meeting of Shareholders can also be held in the plenary session. Moreover, the fact that the Supervisory Board of RATIONAL AG is not subject to co-determination obviates the need to form a nomination committee that consists exclusively of share- holder representatives.
G. Remuneration of Management Board and Supervisory Board
Recommendation G.1 to G.4, G.6, G.8, G.10 to G.12, G.13, sentence 1 of the Code
Unlike the previous version, the Code, as in force since 20 March 2020, contains a number of recommendations on the remuneration of members of the Executive Board. The remuneration of the members of the Executive Board of RATIONAL AG is based on the remuneration system approved by the ordinary General Meeting of Shareholders held on 21 April 2010.
Due to the impact of the coronavirus crisis, which could not have been foreseen at the beginning of 2020, and the exceptional performance of the Executive Board in achieving a very good result of the company in the face of the particular challenges, a portion of the variable, performance-related remuneration for fiscal year 2020 will be paid to the members of the Executive Board, even though the targets set at the beginning of 2020 were not met. The Supervisory Board believes that this is in the interest of the company’s longterm prosperity.
As part of the implementation of the German Act Implementing the Second Shareholder Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie, ARUG II), the Supervisory Board will meet its obligation and submit for approval a new revised remuneration system to the General Meeting of Shareholders to be held on 12 May 2021; the new system incorporates most of the recommendations of the Code.
Landsberg am Lech, 28 January 2021
RATIONAL Aktiengesellschaft
Corporate governance.