CORPORATE GOVERNANCE.
English|DE

Corporate Governance.

According to paragraph 161 of the German Stock Corporation Act, the Board of Directors and the Supervisory Board of Bechtle AG are required to issue an annual declaration that the company has been, and is, in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code”, or to advise of any recommendations that have not been, or are not being, applied.

 

In this regard, Bechtle AG has made the following statement.

General Principles  
German Corporate Governance CodeJanuary 2017PDF Download
Bechtle AG Declaration of Compliance  
Declaration fromFebruary 2018PDF Download
Declaration fromJanuary 2017PDF Download
Declaration fromJanuary 2016PDF Download
Declaration fromFebruary 2015PDF Download
Declaration fromJanuary 2014PDF Download
Declaration fromJanuary 2013PDF Download
Constitution  
Up-to-date version of the Bechtle AG constitution
 
June 2018PDF Download
Information on capital and dividends  
Issued capital, authorised and capital, dividends31.12.2017PDF Download
Board of Directors and Supervisory Board  
MembersJune 2018more

 

Director's Dealings.

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

According to § 15a of the Securities Trading Act (Wertpapierhandelsgesetz or WpHG), members of the executive and supervisory boards must immediately report any business involving their own company securities conducted by them or by anyone closely related to them. Here are the latest announcements. Older announcements can be found archived under www.dgap.de

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

2018

2017

2016

2015

2014

2013

2012

2011

2010

2018

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

 

Date and place

of the business

Person subject to
reporting obligation

Information on theperson subject to

reporting obligation

Financial

instrument

Transaction

Unit price

in euros

Units  

Transaction

volume in euros

28/3/2018

Xetra

Dr. Thomas

Olemotz

Chairman of the

Executive Board

ShareAcquisition66.0016010,560.00

29/3/2018

Xetra

Dr. Thomas

Olemotz

Chairman of the

Executive Board

ShareAcquisition

66.40

66.45

66.35

66.35

191

9

50

90

12,682.40

598.05

3,317.50

5,971.50

4/4/2018

Xetra

Dr. Thomas

Olemotz

Chairman of the

Executive Board

ShareAcquisition

64.20

64.25

190

60

12,198.00

3,855.00

 

2017

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2017 that are subject to disclosure requirements!

2016

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2016 that are subject to disclosure requirements!

2015

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2015 that are subject to disclosure requirements!

2014

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2014 that are subject to disclosure requirements!

2013

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2013 that are subject to disclosure requirements!

2012

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

According to § 15a of the Securities Trading Act (Wertpapierhandelsgesetz or WpHG), members of the executive and supervisory boards must immediately report any business involving their own company securities conducted by them or by anyone closely related to them.

Here are the latest announcements. Older announcements can be found archived under www.dgap.de

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

 

Date and place of the business Person subject to reporting obligation Information on the person subject to reporting obligation Financial instrument Trans-action Unit price in euros Units Transaction volume in euros
25/01/2012
over the counter
Schick GmbH A corporate body in close relation to a member of the supervisory board Share Purchase 25.99 20,000 519,800.00
13/08/2012
xetra
Uli Drautz Member of the supervisory board Share Sale 31.00 1,644 50,964

2011

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

According to § 15a of the Securities Trading Act (Wertpapierhandelsgesetz or WpHG), members of the executive and supervisory boards must immediately report any business involving their own company securities conducted by them or by anyone closely related to them.

Here are the latest announcements. Older announcements can be found archived under www.dgap.de

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

 

Date and place of the business Person subject to reporting obligation Information on the person subject to reporting obligation Financial instrument Trans-action Unit price in euros Units Transaction volume in euros
06/06/2011
over the counter
BWK 2. Vermögens-verwaltungsgesellschaft mbh A corporate body in close relation to a member of the supervisory board Share Sale 29.00 3,916,507 113,578,703
25/08/2011
over the counter
Schick GmbH A corporate body in close relation to a member of the supervisory board Share Purchase 23.90 50,000 1,195,000
19/11/2011
over the counter
Schick GmbH A corporate body in close relation to a member of the supervisory board Share Purchase 23.74 75,000 1,780,500

 

2010

Disclosure of Securities Transactions according to § 15a WpHG (Securities Trading Act).

Members of the board of directors and governing body and persons who are closely related to such members are required to disclose all transactions involving the purchase or sale of Bechtle stock without delay in compliance with paragraph 15a of the Securities Trading Act.

 

Notifiable issuer:

Bechtle AG
Bechtle Platz 1
74172 Neckarsulm

WKN: 515 870
ISIN: DE0005158703

Proportionate amount of capital stock per share: 1.00 Euro

 

No have been no transactions made in 2010 that are subject to disclosure requirements!

Voting rights announcements.

Voting rights announcements from www.dgap.de (in German).

2018

2017

2016

2015

2014

2013

2012

2011

2018

as of 7/5/2018   learn more

as of 23/2/2018 learn more

2017

as of 16/11/2017   read

 

as of 25/10/2017   read

 

as of 2/1/2017       READ

 

as of 30/1/2017     READ

 

as of 16/2/2017     READ

 

as of 20/2/2017     READ

 

as of 3/3/2017       READ

 

as of 6/3/2017       READ

 

as of 21/3/2017     READ

 

2016

Correction as of 8/3/2016   READ

 

as of 7/12/2016                   READ

 

as of 13/12/2016                 READ

 

as of 13/12/2016                 READ

 

as of 13/12/2016                 READ

 

as of 21/12/2016                 READ

2015

Correction as of 17/12/15

READ

 

as of 15/12/2015

READ

 

as of 9/12/2015

READ

 

as of 28/9/2015

READ

 

as of 22/9/2015

READ

 

as of 10/8/2015

READ

 

as of 29/7/2015

READ

 

as of 21/7/2015

READ

 

as of 4/5/2015

READ

 

as of 16/3/2015

READ

2014

as of 25/7/2014

READ

 

as of 7/7/2014

READ

 

as of 24/6/2014

READ

 

as of 24/6/2014

READ

 

as of 3/6/2014

READ

 

as of 5/5/2014

READ

 

Correction as of 11/2/2014

READ

 

as of 10/2/2014

READ

2013

as of 4/7/2013

READ

 

Correction as of 28/6/2013

READ

 

as of 27/6/2013

READ

 

Correction as of 26/6/2013

READ

 

as of 26/6/2013

READ

 

as of 26/6/2013

READ

 

as of 24/6/2013

READ

 

as of 24/6/2013

READ

 

as of 14/6/2013

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as of 7/5/2013

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as of 19/3/2013

READ

 

as of 10/1/2013*

READ

 

as of 8/1/2013

READ

 

as of 4/1/2013

READ

 

*Meldung gemäß § 27a WpHG

2012

as of 21/5/2012

READ

 

as of 16/5/2012

READ

 

as of 5/3/2012

READ

2011

as of 08/12/2011

READ

 

as of 19/9/2011

READ

 

as of 19/9/2011

READ

 

as of 30/8/2011

READ

 

as of 16/8/2011

READ

 

as of 5/7/2011

READ

 

as of 15/6/2011

READ

 

as of 10/6/2011

READ

 

as of 6/6/2011

READ

 

as of 6/6/2011

READ

 

as of 6/6/2011

READ

 

as of 24/2/2011

READ

 

as of 14/2/2011

READ

Corporate governance statement.

2018

2017

2016

2015

2014

2013

2018

Pursuant to Section 289a, 315d of the German Commercial Code (HGB), this statement summarises the following key information regarding Bechtle AG’s corporate governance:

 

  • Declaration of Compliance according to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on corporate governance practices above and beyond legal requirements
  • Description of operating principles employed by the Executive Board and Supervisory Board, as well as the composition and operating principles of their committees
  • Target percentage of women on the Executive Board and both senior management levels therebelow
  • Compliance with the 30 percent statutory quota for women on the Supervisory Board
  • Description of the diversity concept

Further information can be found in the corporate governance section of the Bechtle AG group management report.

 

 

Declaration of Compliance with the German Corporate Governance Code.

 

On 8 February 2018, the Executive Board and Supervisory Board issued the latest version of Bechtle’s Declaration of Compliance with the German Corporate Governance Code (DCGK). It has been made available for shareholders to access on the Company’s website at any time:

 

Declaration of Compliance with the German Corporate Governance Code from February 2018 (DE)

PDF Download

 

 

Corporate governance practices.

 

Bechtle AG complies with all laws and regulations effective in each country of business. The Company and its employees also apply the following principles above and beyond legal requirements:

 

These publications are the framework underpinning our business strategy and activities. They provide guidance to all Bechtle AG employees and ensure that corporate governance practices are implemented appropriately—a visible testimony of our commitment to corporate citizenship. The Bechtle Leadership Principles are an in-house standard applicable to all Bechtle staff in a leadership position.

 

 

Cooperation between the Executive and Supervisory Boards.

 

In the German dual system, the company management (i.e. the Executive Board) and the controlling unit (i.e. the Supervisory Board) are strictly separated from each other. Nevertheless, these two boards collaborate closely for the good of the company. The Supervisory Board is involved in all major corporate decisions and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues relating to business development, business planning, strategy, risk management, potential risks and opportunities with respect to business performance as well as compliance-related subjects. The information and reporting obligations are specified in detail in the rules of procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board and especially the Chairman of the Supervisory Board also obtain information about the company’s situation and important business transactions outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for monitoring operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the rules of procedure of the Supervisory Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

The staffing and responsibilities of the Executive Board are the same as in the prior year. The Executive Board consists of three members. Dr. Thomas Olemotz is the Chairman of the Executive Board.

 

Apart from the distribution of tasks, the rules of procedure of the Executive Board govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for members of the Executive Board.

 

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board currently includes four female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.

For personal reasons, Karin Schick stepped down from her Supervisory Board mandate as of the end of 30 November 2017. By decision of the Stuttgart District Court of 4 December 2017, Elke Reichart was appointed as a Member of the Supervisory Board.

Contrary to the recommendation of Section 5.3.2 (3) sentence 3 of the DCGK, the Chairman of the Supervisory Board of Bechtle AG also serves as Chairman of the audit committee. He engages in intensive exchange with the Executive Board and is closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the leading positions on the Supervisory Board and the audit committee to be necessary.

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.

The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activities comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. Such an audit was carried out during the reporting period and showed that the Supervisory Board works efficiently. Should the Supervisory Board come to the conclusion that efficiency has deteriorated, the audit will be conducted on an annual basis.

The Rules of Procedure of the Supervisory Board provides for an age limit of 70 for election to the Supervisory Board.

 

 

D&O insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage claims against them. To cover this risk, the company has taken out directors & officers liability insurance for the Members of the Executive Board and of the Supervisory Board. A deductible of 10 per cent has been agreed for the Executive Board in line with the statutory provisions, but not for the Supervisory Board. Bechtle AG does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board.

 

 

Conflicts of interest.

 

The members of the Executive Board and of the Supervisory Board are committed to the interests of the company. In their decisions within the scope of their activity, they are not permitted to pursue personal interests or use business opportunities to which the company is entitled for themselves. In the past fiscal year, the members of the Supervisory Board and Executive Board did not experience any conflicts of interest, e.g. due to an advisory function or role on a body for customers, suppliers, creditors or business partners. Detailed information on the existing mandates of the board members on supervisory boards and similar supervisory bodies of other companies is presented in the Notes to the Consolidated Financial Statements.

 

 

Women on the Executive Board.

 

The Supervisory Board of Bechtle AG has examined the subject of determining a target for the share of women on the Executive Board. Currently, the share of women on the Executive Board is 0 per cent. The Supervisory Board firmly believes that committing the members of the Executive Board to the company and keeping them in the company on a long-term basis serves the company’s interests. Therefore, the Supervisory Board does not believe in changing the staffing of the Executive Board solely for the purpose of increasing the proportion of women. Therefore, increasing the number of members of the Executive Board for the mere sake of ensuring a certain share of women is not a viable option. In 2015, a target quota of 0 per cent was determined for the Executive Board. The deadline for reaching this target quota was 30 June 2017. The target quota was reached. From the current perspective, we consider a change of this proportion to be unrealistic in the medium term. Therefore, the Supervisory Board has again determined a target quota of 0 per cent for the proportion of women on the Executive Board with effect from 1 July 2017 until 30 June 2022.

 

 

Women in senior management.

 

The Executive Board of Bechtle AG has adopted targets for the share of women at the two executive levels under the Executive Board. For the staffing of the two executive levels under the Executive Board, qualification is the top priority. Moreover, the objective is to commit employees to Bechtle on a long-term basis. The first executive level under the Executive Board comprises the Executive Vice Presidents. Currently, the proportion of women at this level is 0 per cent. A target quota of 0 per cent was determined on 31 July 2015. This target was reached as of 30 June 2017. For the said reasons, it is unlikely that this quota will change noticeably in the coming years. In its decision of 29 May 2017, the Executive Board therefore again set the target quota for the first executive level with effect from 1 July 2017 to 30 June 2022 at 0 per cent.

The second executive level under the Executive Board comprises the decision-makers in managerial positions as well as other executives that report directly to a member of the Executive Board. As of 31 July 2015, the proportion of women at this level amounted to 4.48 per cent. On 31 July 2015, this target was set to 5 per cent. The deadline for reaching this target quota was 30 June 2017. As of this date, the target was reached with a share of 5.48 per cent. In its decision of 29 May 2017, the Executive Board set the target for the second executive level with effect from 1 July 2017 at 5.5 per cent. The deadline for reaching this target quota is 30 June 2022.

 

 

Women on the Supervisory Board.

 

Bechtle AG is required by law to ensure a female quota of at least 30 per cent on the Supervisory Board. The percentage of women on Bechtle’s Supervisory Board is currently 33 per cent.

 

 

Diversity concept.

 

Under consideration of Section 5.4.1 (2) of the German Corporate Governance Code (DCGK), the Supervisory Board has set down goals concerning its composition in writing. The Supervisory Board thus intends to ensure that at least two members of the Supervisory Board fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent members of the Supervisory Board. Currently, most of the members of the Supervisory Board fulfil the criterion of “independence”, as they do not have any personal or business relationship with the company, its bodies, a controlling shareholder or a company affiliated with a controlling shareholder and do not exercise any advisory function or role on a body for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as Supervisory Board members if their specific skills are more beneficial to the company than potential conflicts of interest could be detrimental. For the aforesaid reasons, the Supervisory Board does not consider it to be necessary to disclose the number of independent members among the shareholders which it believes to be appropriate and the names of these members in the Corporate Governance Report. Moreover, the Supervisory Board does not see any need for the definition of specific goals for the handling of potential conflicts of interest. In respect of diversity, the Supervisory Board has not determined any goals. Moreover, the Supervisory Board has not determined any standard limit for affiliation with the Supervisory Board. In this area too – as in the case of the staffing of the Executive Board and executive positions and in its dealings with all employees – Bechtle AG aims at long-term cooperation. In the past, Bechtle AG often benefited from the long-standing expertise of experienced members of the Supervisory Board. This is to remain the case in the future as well.

 

Pursuant to the new recommendation in Section 5.4.1 (2), second half of sentence 1 of the amended version of the DCGK, the Supervisory Board has also created and adopted a skills profile for the entire board. In summary, each member of the Supervisory Board must, among other things, have the skills and expertise needed to duly perform his or her duties according to law and the Articles of Incorporation, and at least one member of the Supervisory Board must have expertise in the field of financial accounting or auditing. Furthermore, the members of the Supervisory Board must, in their entirety, be familiar with the industry in which the company operates. Furthermore, each member of the Supervisory Board must have enough time for the exercise of his or her mandate. With respect to skills and experience, each member should have a general understanding of the business activity of an IT system house, especially of the market environment, the individual business areas, customer needs, the regions in which the company is active and the company’s strategic orientation. Moreover, individual or several members should be knowledgeable in the field of financial accounting or auditing, business administration, corporate governance as well as compliance and leadership. All members should also be able to assess and evaluate the correctness, efficiency and appropriateness of the business decisions to be evaluated and the annual financial statements.

 

Presently, the goals determined by the Supervisory Board for its composition and the requirements of the skills profile are met. These goals will also be taken into consideration in future election proposals to be submitted to the Annual General Meeting, and efforts will be made to fulfil the skills profile.

 

 

Neckarsulm, March 2018

Bechtle AG


Executive Board

2017

Pursuant to Section 289a of the German Commercial Code (HGB), this statement summarises the following key information regarding Bechtle AG’s corporate governance:

 

  • Declaration of Compliance according to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on corporate governance practices above and beyond legal requirements
  • Description of operating principles employed by the Executive Board and Supervisory Board, as well as the composition and operating principles of their committees
  • Target percentage of women on the Executive Board and both senior management levels therebelow
  • Compliance with the 30 percent statutory quota for women on the Supervisory Board

Further information can be found in the corporate governance section of the Bechtle AG group management report.

 

 

Declaration of Compliance with the German Corporate Governance Code.

 

On 27 January 2017, the Executive Board and Supervisory Board issued the latest version of Bechtle’s Declaration of Compliance with the German Corporate Governance Code (DCGK). It has been made available for shareholders to access on the Company’s website at any time:

 

Declaration of Compliance with the German Corporate Governance Code from January 2017

PDF Download

 

 

Corporate governance practices.

 

Bechtle AG complies with all laws and regulations effective in each country of business. The Company and its employees also apply the following principles above and beyond legal requirements:
 

 

These publications are the framework underpinning our business strategy and activities. They provide guidance to all Bechtle AG employees and ensure that corporate governance practices are implemented appropriately—a visible testimony of our commitment to corporate citizenship. The Bechtle Leadership Principles are an in-house standard applicable to all Bechtle staff in a leadership position.

 

 

Cooperation between the Executive and Supervisory Boards.

 

In the German dual system, the company management (i.e. the Executive Board) and the controlling unit (i.e. the Supervisory Board) are separated from each other. Nevertheless, these two boards collaborate closely for the good of the company. The Supervisory Board is involved in all major corporate decisions and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues of the business development, business planning, strategy, risk management, potential risks and opportunities of the business performance and compliance-related subjects. The information and reporting obligations are specified in detail in the Rules of Procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board and especially the Chairman of the Supervisory Board also obtain information about the company’s situation and important business transactions outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for monitoring operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the Members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the Rules of Procedure of the Supervisory Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

The staffing and responsibilities of the Executive Board are the same as in the prior year. The Executive Board consists of three members. Dr. Thomas Olemotz is the Chairman of the Executive Board.

 

Apart from the distribution of tasks, the Rules of Procedure of the Executive Board govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for Members of the Executive Board.

 

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board currently includes four female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.

For personal reasons, Supervisory Board member Dr. Walter Jaeger stepped down from his office as of the end of the Annual General Meeting on 9 June 2016. The Annual General Meeting on 9 June 2016 elected Sandra Stegmann to the Supervisory Board for the remainder of the term of office of the departed member. The Supervisory Board elected Kurt Dobitsch to replace Dr. Walter Jaeger as a member of the audit committee.

Contrary to the recommendation of section 5.2 (2) of the German Corporate Governance Code (DCGK), the Chairman of the Supervisory Board of Bechtle AG also serves as Chairman of the audit committee. He engages in intensive exchange with the Executive Board and is closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the executive positions of the Supervisory Board and of the audit committee to be necessary.

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activity comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. An audit conducted in the reporting period confirmed the efficiency of the Supervisory Board’s work. Should the Supervisory Board come to the conclusion that the efficiency has deteriorated, the audit will be conducted on an annual basis.

Under consideration of Section 5.4.1 (2) of the German Corporate Governance Code (DCGK), the Supervisory Board has set down goals concerning its composition in writing. The Supervisory Board thus intends to ensure that at least two Members of the Supervisory Board fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent Members of the Supervisory Board. Currently, most of the Members of the Supervisory Board fulfil the criterion of “independence”, as they do not have any personal or business relationship with the company, its organs, a controlling shareholder or a company affiliated with a controlling shareholder and do not exercise any advisory or organ function for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as Supervisory Board members if their specific skills are more beneficial to the company than potential conflicts of interests could be detrimental. Moreover, the Supervisory Board does not see any need for the definition of specific goals for the handling of potential conflicts of interests. In respect of diversity, the Supervisory Board has not determined any goals. Moreover, the Supervisory Board has not determined any standard limit for the affiliation with the Supervisory Board. In this area too – as in the case of the staffing of the Executive Board and executive positions and in its dealings with all employees – Bechtle AG aims at long-term cooperation. In the past, Bechtle AG often benefited from the long-standing expertise of experienced Members of the Supervisory Board. This is to remain the case in the future as well. Presently, the goals set by the Supervisory Board have already been fulfilled. They will be taken into consideration in future election proposals.

The Rules of Procedure of the Supervisory Board provides for an age limit of 70 for election to the Supervisory Board.

 

 

D&O insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage claims against them. To cover this risk, the company has taken out directors & officers liability insurance for the Members of the Executive Board and of the Supervisory Board. A deductible of 10 per cent has been agreed for the Executive Board in line with the statutory provisions, but not for
the Supervisory Board. Bechtle AG does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board.

 

 

Conflicts of interest.

 

The Members of the Executive Board and of the Supervisory Board are committed to the interests of the company. In their decisions within the scope of their activity, they are not permitted to pursue personal interests or use business opportunities to which the company is entitled for themselves. In the past fiscal year, the Members of the Supervisory Board and Executive Board did not experience any conflicts of interest, e.g. due to a consulting or board function for customers, suppliers, creditors or business partners. Detailed information on the existing mandates of the board members on supervisory boards and similar supervisory bodies of other companies is presented in the Notes to the Consolidated Financial Statements.

 

 

Women on the Executive Board.

 

Under the “Act on the Equal Participation of Women and Men in Executive Positions in the Private Economy and in the Public Sector”, an obligation was imposed on the affected companies in 2015 to determine targets for the proportion of women on the Executive Board and at the two lower executive levels. The Supervisory Board of Bechtle AG has addressed the subject of determining a target quota for the Executive Board. The board firmly believes that bonding the Members of the Executive Board to the company and keeping them in the company on a long-term basis serves the company’s interests. Therefore, changing the staffing of the Executive Board solely for the purpose of increasing the proportion of women has been and remains out of question. Bechtle AG always endeavours to operate as efficiently as possible in all parts of the enterprise and at all hierarchy levels. Therefore, increasing the number of Members of the Executive Board for the mere sake of ensuring a certain female quota is not a viable option. Currently, the proportion of women on the Executive Board is 0 per cent. From the current perspective, we consider a change of this proportion to be unrealistic in the medium term.
Therefore, the Supervisory Board has determined a target quota of 0 per cent for the proportion of women on the Executive Board until 30 June 2017.

 

 

Women in senior management.

 

In accordance with the law, the Executive Board of Bechtle AG has defined the two executive levels under the Executive Board. For the staffing of the two executive levels under the Executive Board, the qualification is the top priority. Moreover, the objective is to bond employees to Bechtle on a long-term basis. The first executive level under the Executive Board comprises the Executive Vice Presidents.
Currently, the proportion of women at this level is 0 per cent. For the said reasons, it is unlikely that this quota will change noticeably in the coming years. Therefore, the Executive Board has determined a target quota of 0 per cent for the proportion of women at the first executive level under the Executive Board until 30 June 2017.

The second executive level under the Executive Board comprises the decision-makers in managerial positions as well as other executives that report directly to a Member of the Executive Board. The proportion of women at this level amounted to 4.48 per cent as of 31 July 2015 and 4.11 per cent as of 31 December 2016. The Executive Board has determined a target quota of 5 per cent for the second executive level. The deadline for reaching this target quota is 30 June 2017.

 

 

Women on the Supervisory Board.

 

Bechtle AG is required by law to ensure a female quota of at least 30 per cent on the Supervisory Board. The percentage of women on Bechtle’s Supervisory Board is currently 33 per cent.

 

Neckarsulm, February 2017

Bechtle AG


Executive Board

 

2016

Pursuant to Section 289a of the German Commercial Code (HGB), this statement summarises the following key information regarding Bechtle AG’s corporate governance:

 

  • Declaration of Compliance according to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on corporate governance practices above and beyond legal requirements
  • Description of operating principles employed by the Executive Board and Supervisory Board, as well as the composition and operating principles of their committees
  • Target percentage of women on the Executive Board and both senior management levels therebelow
  • Compliance with the 30 percent statutory quota for women on the Supervisory Board

Further information can be found in the corporate governance section of the Bechtle AG group management report.

 

 

Declaration of Compliance with the German Corporate Governance Code.

 

On 29 January 2016, the Executive Board and Supervisory Board issued the latest version of Bechtle’s Declaration of Compliance with the German Corporate Governance Code (DCGK). It has been made available for shareholders to access on the Company’s website at any time:

 

Declaration of Compliance with the German Corporate Governance Code from January 2016

PDF DOWNLOAD

 

 

Corporate governance practices.

 

Bechtle AG complies with all laws and regulations effective in each country of business. The Company and its employees also apply the following principles above and beyond legal requirements:

 

These publications are the framework underpinning our business strategy and activities. They provide guidance to all Bechtle AG employees and ensure that corporate governance practices are implemented appropriately—a visible testimony of our commitment to corporate citizenship. The Bechtle Leadership Principles are an in-house standard applicable to all Bechtle staff in a leadership position.

 

 

Collaboration between the Executive Board and the Supervisory Board.

 

The Supervisory Board is involved in all major corporate decisions and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues of business development, business planning, strategy, risk management, potential risks and opportunities of the business performance and compliance-related subjects. The information and reporting obligations are specified in detail in the Rules of Procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board and especially the Chairman of the Supervisory Board also obtain information about the company’s situation and important business transactions in discussions with the Executive Board and Managing Directors outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for accompanying operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the Rules of Procedure of the Supervisory Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

The staffing and responsibilities of the Executive Board are the same as in the prior year. The Executive Board consists of three members. Dr. Thomas Olemotz is the Chairman of the Executive Board.

 

Apart from the distribution of tasks, the Rules of Procedure of the Executive Board govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for members of the Executive Board.

 

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board currently includes three female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.

 

In the reporting period, the composition of the Supervisory Board and its committees did not undergo any changes.

 

Contrary to the recommendation of section 5.2 (2) of the German Corporate Governance Code (DCGK), the Chairman of the Supervisory Board of Bechtle AG also serves as Chairman of the audit committee. He engages in intensive exchange with the Executive Board and is particularly closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the executive positions of the Supervisory Board and of the audit committee to be necessary.

 

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.

 

The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activity comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. An audit conducted in the reporting period confirmed the efficiency of the Supervisory Board’s work. Should the Supervisory Board come to the conclusion that the efficiency has deteriorated, the audit will be conducted on an annual basis.

 

Under consideration of Section 5.4.1 (2) of the German Corporate Governance Code (DCGK), the Supervisory Board has put down goals concerning its composition in writing. The Supervisory Board thus intends to ensure that at least two members of the Supervisory Board fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent members of the Supervisory Board. Currently, most of the members of the Supervisory Board fulfil the criterion of “independence”, as they do not have any personal or business relationship with the company, its organs, a controlling shareholder or a company affiliated with a controlling shareholder and do not exercise any advisory or organ function for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as members of the Supervisory Board if their specific skills are more beneficial to the company than potential conflicts of interests could be detrimental. Furthermore, the Supervisory Board does not see any need for the definition of specific goals for the handling of potential conflicts of interests. In terms of diversity, the Supervisory Board has not determined any goals. In the past, the Supervisory Board had not determined any target figure for the due consideration of women. Moreover, the Supervisory Board has not determined any standard limit for the affiliation with the Supervisory Board. In this area too – as in the case of the staffing of the Executive Board and executive positions and in its dealings with all employees – Bechtle AG aims at a long-term cooperation. In the past, Bechtle AG often benefited from the long-standing expertise of experienced members of the Supervisory Board. This is to be the case in the future as well.

 

Presently, the goals set by the Supervisory Board have already been fulfilled. They will be taken into consideration in future election proposals.

 

The Rules of Procedure of the Supervisory Board provide for an age limit of 70 for election to the Supervisory Board.

 

 

D&O Insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage claims against them. To cover this risk, the company has taken out directors & officers liability insurance for the members of the Executive Board and of the Supervisory Board. A deductible of 10 per cent has been agreed for the Executive Board in line with the statutory provisions, but not for the Supervisory Board. Bechtle AG does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board.

 

 

Conflicts of Interest.

 

The members of the Executive Board and of the Supervisory Board are committed to the interests of the company. In their decisions within the scope of their activity, they are not permitted to pursue personal interests or use business opportunities to which the company is entitled for themselves. In the past fiscal year, the members of the Supervisory Board and Executive Board did not experience any conflicts of interest, e.g. due to a consulting or board function for customers, suppliers, creditors or business partners. Detailed information on the existing mandates of the board members on supervisory boards and similar supervisory bodies of other companies is presented in the Notes to the Consolidated Financial Statements.

 

 

Women on the Executive Board.

 

The Supervisory Board firmly believes that bonding the members of the Executive Board to the company and keeping them in the company on a long-term basis serves the company’s interests. Therefore, changing the staffing of the Executive Board solely for the purpose of increasing the proportion of women has been and remains out of question. Bechtle AG always endeavours to operate as efficiently as possible in all parts of the enterprise and at all hierarchy levels. Therefore, increasing the number of members of the Executive Board in order to secure the proportion of women is not a viable option either. Currently, the proportion of women on the Executive Board is 0 per cent. From the current perspective, we consider a change of this proportion to be unrealistic in the medium term. Therefore, the Supervisory Board has determined a target quota of 0 per cent for the proportion of women on the Executive Board by 30 June 2017.

 

 

Women in senior management.

 

In accordance with the law, the Executive Board of Bechtle AG has defined the two executive levels under the Executive Board. For the staffing of the two executive levels under the Executive Board, the qualification is the top priority. Moreover, the objective is to bond employees to Bechtle on a long-term basis. The first executive level under the Executive Board comprises the Executive Vice Presidents. Currently, the proportion of women at this level is 0 per cent. For the said reasons, it is unlikely that this quota will change in the coming years. Therefore, the Executive Board has determined a target quota of 0 per cent for the proportion of women at the first executive level under the Executive Board by 30 June 2017.

 

The second executive level under the Executive Board comprises the decision-makers in managerial positions as well as other executives that report directly to a Member of the Executive Board. As of 31 July 2015, the proportion of women at this level amounted to 4.48 per cent. The Executive Board has determined a target quota of 5 per cent for the second executive level. The deadline for reaching this target quota is 30 June 2017.

 

 

Women on the Supervisory Board.

 

According to the “Act on the Equal Participation of Women and Men in Executive Positions in the Private Economy and in the Public Sector”, Bechtle AG is under the obligation to maintain a gender quota of at least 30 per cent in the Supervisory Board. This quota is applicable to posts to be filled from 1 January 2016, i.e. in the case of Bechtle AG, at the latest by the next scheduled election at the Annual General Meeting 2018. Currently, the proportion of women on Bechtle’s Supervisory Board is 25 per cent. Bechtle’s Supervisory Board intends to fulfil the quota required by law even before the next scheduled Supervisory Board election.

 

Neckarsulm, February 2016

Bechtle AG


The Executive Board

2015

Pursuant to Section 289a of the German Commercial Code (HGB), this statement summarises the following key information regarding Bechtle AG’s corporate governance:

 

  • Declaration of Conformity with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on business management practices that are applied above and beyond the legal requirements
  • Description of the business practices of the Board of Directors and Supervisory Board, including the composition and business practices of their respective committees.

Further information can be found in the corporate governance section of the Bechtle AG group management report.

 

 

Declaration of Conformity with the German Corporate Governance Code.

 

On 5 February 2015, the Executive Board and Supervisory Board issued the latest version of Bechtle’s Declaration of Compliance with the German Corporate Governance Code (DCGK). It has been made available for shareholders to access on the Company’s website at any time:

 

Declaration of Compliance with the German Corporate Governance Code from February 2015

PDF Download

 

 

Corporate governance practices.

 

Bechtle AG complies with all laws and regulations effective in each country of business. The Company and its employees also apply the following principles above and beyond legal requirements:

 

 

 

These publications are the framework underpinning our business strategy and activities. They provide guidance to all Bechtle AG employees and ensure that corporate governance practices are implemented appropriately—a visible testimony of our commitment to corporate citizenship. The Bechtle Leadership Principles are an in-house standard applicable to all Bechtle staff in a leadership position.

 

 

Collaboration between the Executive Board and the Supervisory Board.

 

The Supervisory Board is involved in all major corporate decisions and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues of the business development, business planning, strategy, risk management, potential risks and opportunities of the business performance and compliance-related subjects. The information and reporting obligations are specified in detail in the Rules of Procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board and especially the Chairman of the Supervisory Board also obtain information about the company’s situation and important business transactions in discussions with the Executive Board and Directors outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for monitoring operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before the Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the Rules of Procedure of the Supervisory Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

The staffing and responsibilities of the Executive Board are the same as in the prior year. The Executive Board consists of three members. Dr. Thomas Olemotz is the Chairman of the Executive Board. In 2014, the appointment of Michael Guschlbauer and Jürgen Schäfer as members of the Executive Board, and the respective Executive Board employment contracts, were prematurely extended by another five years.

 

Apart from the distribution of tasks, the Rules of Procedure of the Executive Board govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for members of the Executive Board.

 

For Bechtle AG, the qualifications and suitability of applicants are the decisive criteria for the appointment of other executives. The company believes that its principle of solely function-oriented neutrality best serves corporate interests. Taking this requirement into account, Bechtle nevertheless pays attention to diversity and especially to the due consideration of women when staffing executive teams and welcomes efforts to increase the proportion of women in executive positions. Currently, 13 per cent of Bechtle’s executive positions are already staffed with women, an excellent value when compared to the industry average (IT industry: 4 per cent). The qualifications and suitability of the candidates are also the decisive criteria for the appointment of Executive Board members. Currently, the due consideration of women is not a declared goal in connection with the staffing of Executive Board positions. Thus, the recommendation of DCGK for the appointment of Executive Board members is not fully complied with in this regard. Should the Cabinet bill for the “Act on Equal Participation of Men and Women in Executive Positions in the Private Economy and Public Sector” be adopted by the German parliament and enter into force, Bechtle AG will review this internal decision under consideration of the laws applicable at the time.

 

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-determination Act, it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board currently includes three female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.

 

One new Supervisory Board member was elected in 2014. Gerhard Schick’s mandate ended as of the end of the Annual General Meeting on 5 June 2014. At the Annual General Meeting, Dr. Matthias Metz was elected to the Supervisory Board with a vast majority.

 

In line with this change, the Chairman of the Supervisory Board also changed. Until the Annual General Meeting on 5 June 2014, Gerhard Schick served in this capacity. After the Annual General Meeting, the

Supervisory Board elected Dr. Matthias Metz as its Chairman. By nature, the Chairman of the Supervisory Board of Bechtle AG engages in intensive exchange with the Executive Board and is closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the executive positions of the Supervisory Board and of the audit committee to be necessary. For this reason, Gerhard Schick also served as chairman of the audit committee. In the many years as Chairman of the Executive Board and later as Chairman of the Supervisory Board of Bechtle AG, he gained special skills and experience in the application of accounting principles and internal audit procedures (Section 100 (5) of the German Stock Corporation Act (AktG), Section 5.3.2 DCGK).

 

Dr. Matthias Metz has served as chairman of the audit committee since 6 June 2014. Dr. Matthias Metz began his post-secondary education with vocational training as a banker before earning a degree in business administration. After obtaining his doctorate (Dr. rer. pol.), he became Assistant to the Management Board of Deutsche Bank AG in Frankfurt am Main in 1985. From 1988, he worked for Wüstenrot Bank AG in Ludwigsburg, first as a fully authorised representative, then as deputy member of the Executive Board and finally as regular member of the Executive Board. In 1993, he took over the management of the Augsburg branch of Deutsche Bank AG. Two years later, he transferred to Bankhaus B. Metzler seel. Sohn & Co. KGaA in Frankfurt am Main. In his position as Director, he was responsible for controlling, finance and taxes for three years. In 1998, he was appointed as fully authorised representative of Bausparkasse Schwäbisch Hall AG, and one year later as Executive Board member responsible for finance. In 2006, he became Chairman of the Executive Board. His mandate ended on 1 June 2014. Dr. Metz, too, has special skills and experience in the application of accounting principles and internal control procedures (Section 100 (5) AktG, Section 5.3.2 DCGK).

 

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.

 

The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activity comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. An audit conducted in 2012 confirmed the efficiency of the Supervisory Board’s work. Should the Supervisory Board come to the conclusion that the efficiency has deteriorated, the audit will be conducted on an annual basis.

 

In conformity with Section 5.4.1 (2) DCGK, the Supervisory Board has put down goals concerning its composition in writing. The Supervisory Board thus intends to ensure that at least two Supervisory Board members fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent Supervisory Board members. Currently, most of the Supervisory Board members fulfil the criterion of “independence”, as they do not have any personal or business relationship with the company, its organs, a controlling shareholder or a company affiliated with a controlling shareholder, and do not exercise any advisory or organ function for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as Supervisory Board members if their specific skills are more beneficial to the company than potential conflicts of interests could be detrimental. Furthermore, the Supervisory Board does not see any need for the definition of specific goals for the handling of potential conflicts of interests. Moreover, the Supervisory Board already boasts a high level of diversity. For instance, three of the twelve Supervisory Board members are women. To date, the Supervisory Board has therefore not formulated any concrete goals with respect to the subject of diversity and the due involvement of women. Should the Cabinet bill for the “Act on Equal Participation of Men and Women in Executive Positions in the Private Economy and Public Sector” be adopted by the German parliament and enter into force, Bechtle AG will review this decision under consideration of the laws applicable at the time.

 

Presently, the goals set by the Supervisory Board have already been fulfilled. They will be taken into consideration in future election proposals.

 

The Rules of Procedure of the Supervisory Board provide for an age limit of 70 for election to the Supervisory Board. Gerhard Schick, who was judicially appointed as member of the Supervisory Board as of 1 December 2013 following the resignation of Klaus Winkler and whose mandate ended as of 5 June 2014, had already passed this age limit as of the date of appointment. Due to the unexpected resignation of Klaus Winkler and the necessity of staffing the position quickly and without any transitional periods, the general interest of the company prevailed to such an extent that, from the perspective of the Executive Board and the Supervisory Board, compliance with the age limit was clearly of secondary importance. Moreover, the age limit specified in the Rules of Procedure is a recommendation that can be overstepped in exceptional situations as was the case here. However, Bechtle AG will observe the age limit as determined in the Rules of Procedure for future candidates.

 

 

D&O Insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage claims against them. To cover this risk, the company has taken out directors & officers liability insurance for the Executive Board and Supervisory Board members. A deductible of 10 per cent has been agreed for the Executive Board in line with the statutory provisions, but not for the Supervisory Board. Bechtle AG

does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board.

 

 

Conflicts of Interest.

 

The members of the Executive Board and of the Supervisory Board are dutybound to the interests of the company. In their decisions within the scope of their activity, they are not permitted to pursue personal interests or use business opportunities to which the company is entitled for themselves. In the past fiscal year, the Supervisory Board and Executive Board members did not experience any conflicts of interest, e.g. due to a consulting or board function for customers, suppliers, creditors or business partners. Detailed

information on the existing mandates of the board members in supervisory boards and similar supervisory bodies of other companies is presented in the Notes to the Consolidated Financial Statements.

 

Neckarsulm, February 2015
Bechtle AG


The Executive Board

 

2014

Pursuant to Section 289a of the German Commercial Code (HGB), this statement summarises the following key information regarding Bechtle AG’s corporate governance:

 

  • Declaration of Conformity with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on business management practices that are applied above and beyond the legal requirements
  • Description of the business practices of the Board of Directors and Supervisory Board, including the composition and business practices of their respective committees.

Further information can be found in the corporate governance section of the Bechtle AG group management report.

 

 

Declaration of Conformity with the German Corporate Governance Code.

 

On 24 January 2014, the Executive Board and Supervisory Board issued the latest version of Bechtle’s Declaration of Compliance with the German Corporate Governance Code (DCGK). It has been made available for shareholders to access on the Company’s website at any time:
 

Declaration of Compliance with the German Corporate Governance Code from January 2014

PDF Download

 

 

Corporate governance practices.

 

Bechtle AG complies with all laws and regulations effective in each country of business. The Company and its employees also apply the following principles above and beyond legal requirements:

 

  • Bechtle Corporate Philosophy,
     
  • Bechtle Leadership Principles,
     
  • Bechtle Sustainability Code and
     
  • Bechtle Code of Conduct.
     


These publications provide the framework for our business strategies and activities. Furthermore, they offer Bechtle AG employees guidance and the assurance of consistent and appropriate business management practices.

 

 

Collaboration between the Executive Board and the Supervisory Board.

 

The Supervisory Board is involved in all major corporate decisions and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues of the business development, business planning, strategy, risk management, potential risks and opportunities of the business performance and compliance-related
subjects. The information and reporting obligations are specified in detail in the Rules of Procedure of the Executive Board. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board and especially the Chairman of the Supervisory Board also obtain information about the company’s situation and important business transactions in discussions with the Executive Board and directors outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for monitoring operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the Rules of Procedure of the Supervisory Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

The staffing and responsibilities of the Executive Board are the same as in the prior year. The Executive Board consists of three members. Dr. Thomas Olemotz is the Chairman of the Executive Board. Apart from the distribution of tasks, the Rules of Procedure of the Executive Board govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for members of the Executive Board. For Bechtle AG, the qualifications and suitability of applicants are the decisive criteria for the appointment of other executives. The company believes that its principle of solely function-oriented neutrality best serves corporate interests. Taking this requirement into account, Bechtle nevertheless pays attention to diversity and especially to the due consideration of women when staffing executive teams, and welcomes efforts to increase the proportion of women in executive positions. Currently, 13 per cent of Bechtle’s executive
positions are already staffed with women, an excellent value when compared to the industry average (IT industry: 4 per cent). The qualifications and suitability of the candidates are also the decisive criteria for the appointment of Executive Board members. Currently, the due consideration of women is not a declared goal in connection with the staffing of Executive Board positions. Thus, the recommendation of
the German Corporate Governance Code (DCGK) for the appointment of Executive Board members is not fully complied with in this regard.

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board currently includes three female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.


As the office term of the Supervisory Board elected in 2008 ended in 2013, elections were held in the reporting period. All shareholder representatives that the management proposed for reelection were elected at the Annual General Meeting on 18 June 2013. The result of the election of employee representatives that was held among the employees of the Bechtle Group before that was as follows: Uli Drautz, Daniela Eberle and Barbara Greyer have been reelected. Martin Meyer, Volker Strohfeld and Michael Unser were newly elected as members of the Supervisory Board as of the end of the Annual General Meeting on 18 June 2013. Employee representatives Jürgen Ergenzinger, Sonja Glaser-Reuss and Siegfried Höfels departed from the Supervisory Board as of the end of the office term on 18 June 2013.

 

Until his departure on 30 November 2013, Klaus Winkler served as Chairman of the Supervisory Board. Gerhard Schick was judicially appointed as member of the Supervisory Board as of 1 December and was
thereafter elected as Chairman. By nature, the Chairman of the Supervisory Board engages in intensive exchange with the Executive Board and is closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the executive positions of the Supervisory Board and of the audit committee to be necessary. For this reason, Klaus Winkler also served as chairman of the audit committee. Klaus Winkler trained as a banker and studied business administration (VWA). He served as the Head of Corporate Finance of BW-Bank, Stuttgart, for seven years and as Director of the current BWK GmbH Unternehmensbeteiligungsgesellschaft for 13 years. Since 2003, he has been Administrative Director of HELLER GmbH, Nürtingen, one of Europe’s leading machine tool manufacturers. In 2007, he was appointed Chairman of the Board of Directors of HELLER GmbH. He has special skills and experience in the application of accounting principles and internal audit procedures (Section 100 (5) of the German Stock Corporation Act (AktG), Section 5.3.2 of the German Corporate Governance Code (DCGK)). Gerhard Schick has served as chairman of the audit committee since 6 December 2013. In the many years as Chairman of the Executive Board and later as Chairman of the Supervisory Board of Bechtle AG, he also gained special skills and experience in the application of accounting principles and internal audit procedures.

 

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.

 

The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activity comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e.V. An audit conducted in 2012 confirmed the efficiency of the Supervisory Board’s work. Should the Supervisory Board come to the conclusion that the efficiency has deteriorated, the audit will be conducted on an annual basis.

 

Under consideration of Section 5.4.1 (2) of the German Corporate Governance Code (DCGK), the Supervisory Board has put down goals concerning its composition in writing. The Supervisory Board thus intends to ensure that at least two Supervisory Board members fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent Supervisory Board members. Currently, most of the Supervisory Board members fulfil the criterion of “independence”, as they do not have any personal or business relationship with the company, its organs, a controlling shareholder or a company affiliated with a controlling shareholder, and do not exercise any advisory or organ function for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as Supervisory Board members if their specific skills are more beneficial to the company than potential conflicts of interests could be detrimental. Moreover, the Supervisory Board already boasts a high level of diversity. For instance, three of the twelve Supervisory Board members are women. To date, the Supervisory Board has therefore not formulated any concrete goals with respect to the subject of diversity and the due involvement of women. Moreover, the Supervisory Board does not see any need for definition of specific goals for the handling of potential conflicts of interests.

 

Presently, the goals set by the Supervisory Board have already been fulfilled. They will be taken into consideration in future election proposals.

 

The Rules of Procedure of the Supervisory Board provide for an age limit of 70 for Supervisory Board candidates. Gerhard Schick, who was judicially appointed as member of the Supervisory Board as of 1 December 2013 following the resignation of Klaus Winkler, had already passed this age limit at this time. Due to the unexpected resignation of Klaus Winkler and the necessity of quickly staffing the position with somebody who knows the Bechtle company very well, and who would be able to chair the Supervisory Board without any transitional period, the general interest of the company prevailed to such an extent that, from the perspective of the Executive Board and the Supervisory Board, compliance with the age limit was clearly of secondary importance. Moreover, the age limit specified in the Rules of Procedure is a recommendation that can be overstepped in exceptional situations as was the case here. Bechtle AG expressly thanks Gerhard Schick for his willingness to reassume responsibility in and for the company at such short notice.

 

 

D&O Insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance

principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage

claims against them. To cover this risk, the company has taken out directors & officers liability insurance

for the Executive Board and Supervisory Board members. A deductible of 10 per cent has been agreed for

the Executive Board in line with the statutory provisions, but not for the Supervisory Board. Bechtle AG

does not believe that a deductible would contribute to an improved sense of responsibility and motivation

of the Supervisory Board.

 

 

Conflicts of Interest.

 

The members of the Executive Board and of the Supervisory Board are committed to the interests of the

company. In their decisions within the scope of their activity, they are not permitted to pursue personal

interests or use business opportunities to which the company is entitled for themselves. In the past fiscal

year, the Supervisory Board and Executive Board members did not experience any conflicts of interest, e.g. due to a consulting or board function for customers, suppliers, creditors or business partners. Detailed

information on the existing mandates of the members of supervisory boards and similar supervisory bodies

of other companies is presented in the Notes to the Consolidated Financial Statements.

 

Neckarsulm, February 2014
Bechtle AG

The Executive Board

 

2013

In this declaration, in accordance with section 289a of the German Commercial Code, Bechtle AG summarises relevant information on issues of German Corporate Governance:

 

  • Declaration of Conformity with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
  • Relevant information on business management practices that are applied above and beyond the legal requirements
  • Description of the business practices of the Board of Directors and Supervisory Board, including the composition and business practices of their respective committees.

 

 

Declaration of Conformity with the German Corporate Governance Code.

 

On 25 January 2013, the Executive Board and the Supervisory Board renewed the Declaration of Conformity with the German Corporate Governance Code in its current form and made it permanently available to the shareholders on the company’s Web site:

Declaration of Conformity of the Executive Board and the Supervisory Board of Bechtle AG with the recommendations of the Government Commission on the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive and Supervisory Boards of Bechtle AG declare that the company has complied with and will continue to comply with all recommendations of the Government Commission’s German Corporate Governance Code (DCGK) since the last declaration of compliance from 26 January 2012, including the amendments from 19 June 2012, with the exception of the following recommendations:
 

All recommendations of the Government Commission’s German Corporate Governance Code (DCGK), January 2013 (Download in German)

PDF Download

 

 

Business Management Practices.

 

Bechtle AG adheres to all laws and standards of the respective countries in which the company conducts business. In addition to these legal requirements, the company and its employees also adhere to the following business management practices:

 

  • corporate philosophy,
     
  • internal management principles and
     
  • code of conduct.
     

New sustainability code to be introduced in 2013. These publications provide the framework for our business strategies and activities. Furthermore, they offer Bechtle AG employees guidance and the assurance of consistent and appropriate business management practices.

 

 

Collaboration between the Executive Board and the Supervisory Board.

 

The Supervisory Board is involved in all major corporate decisions on the basis of a set of Rules of Procedure and assists the Executive Board by providing advice whenever necessary. The Executive Board regularly, duly and comprehensively informs the Supervisory Board of all material issues of the business development, business planning, strategy, risk management, potential risks and opportunities of the business performance and compliance-related subjects. The information and reporting obligations are specified in detail in the Rules of Procedure. The Executive Board informs the Supervisory Board without delay about any extraordinary events that are of importance to the assessment of the situation, development or management of the company. The Supervisory Board also obtains information about the company’s situation and important business transactions in meetings with the Executive Board and Managing Directors outside the scope of the regular Supervisory Board meetings. Thus, the Supervisory Board has a useful information base for monitoring operations with valuable suggestions and recommendations. As a matter of principle, the Executive Board forwards its documents to the members of the Supervisory Board in coordination with the Chairman of the Supervisory Board in good time before the Supervisory Board meetings, in order to enable the members to duly prepare for the meetings. According to the Rules of Procedure of the Executive Board, important business transactions are subject to the approval of the Supervisory Board.

 

 

Executive Board.

 

In the fiscal year 2012, the Executive Board comprised Dr. Thomas Olemotz, Michael Guschlbauer and Jürgen Schäfer. Dr. Thomas Olemotz, Chairman of the Executive Board, is responsible for controlling and finance, corporate communications, investor relations, central it, logistics & service, human resources and staff development as well as legal. Michael Guschlbauer is responsible for the IT system house & managed services segment and quality management, and Jürgen Schäfer is in charge of the IT e-commerce business. The Executive Board collectively assumes the responsibility for the compliance, risk management, business planning and strategic business development functions.
Apart from the distribution of tasks, the Rules of Procedure govern the collaboration within the Executive Board, majority requirements for resolutions and the cooperation with the Supervisory Board. An age limit of 65 has been determined for members of the Executive Board.
For Bechtle AG, the qualifications and suitability of applicants are the decisive criteria for the appointment of Executive Board members and other executives. Therefore, the possible extent of diversity required by DCGK is limited as far as the staffing of executive positions is concerned. The company believes that its principle of solely function-oriented neutrality best serves corporate interests. Taking this requirement into account, Bechtle nevertheless pays attention to diversity and especially to the consideration of women when staffing executive teams and welcomes efforts to increase the proportion of women in executive positions.

 

 

Supervisory Board.

 

In line with the Articles of Incorporation, the Supervisory Board of Bechtle AG consists of twelve members. In accordance with the German Co-Determination Act (MitbestG), it consists of equal numbers of shareholder representatives and employee representatives. The Supervisory Board includes four female members, various members have a special international background, and the overwhelming majority of the shareholder representatives are independent. Some of the employee representatives are normal employees of the company.
As of the end of the Annual General Meeting of 19 June 2012, Gerhard Schick, company founder and longstanding Chairman of the Executive Board and of the Supervisory Board, stepped down from the Supervisory Board. With effect from 20 June 2012, Prof. Dr. Thomas Hess, Director of the Institute for Information Systems and New Media of the Ludwig Maximilian University in Munich, was elected as a new member of the Supervisory Board.

Until his departure, Gerhard Schick served as Chairman of the Supervisory Board. He also chaired the personnel committee. Until 19 June 2012, Dr. Jochen Wolf served as chairman of the audit committee. As doctor of economics, long-standing head of group controlling, administrative director, CFO and director of an investment company, he has special skills and experience in the application of accounting principles and internal audit procedures (Section 100 [5] of the German Stock Corporation Act [AktG], Section 5.3.2 DCGK). As of 20 June 2012, Klaus Winkler was appointed Chairman of the Supervisory Board. He has been a member of the Supervisory Board since 1999, and he already served as its Chairman from 1999 to 2004. He has been on the audit committee since its existence. By nature, the Chairman of the Supervisory Board of Bechtle AG engages in intensive exchange with the Executive Board and is closely acquainted with the goings-on in the company. Thus, the company does not consider a separation of the executive positions of the Supervisory Board and of the audit committee to be necessary. Therefore, the Supervisory Board has appointed Klaus Winkler as chairman of the audit committee, effective from 20 June 2012. Klaus Winkler studied banking and business administration (VWA). He served as the Head of Corporate Finance of BWBank, Stuttgart, for seven years and as Director of the current BWK GmbH Unternehmensbeteiligungsgesellschaft for 13 years. Since 2003, he has been Administrative Director of HELLER GmbH, Nürtingen, one of Europe's leading machine tool manufacturers. In 2007, he was appointed Chairman of the Board of Directors of HELLER GmbH. He has special skills and experience in the application of accounting principles and internal audit procedures (Section 5.3.2 DCGK). Since 20 June, Dr. Jochen Wolf has served as chairman of the personnel committee (Section 5.2 [2] DCGK).

A nomination committee has not been formed. In view of the staffing of the Supervisory Board, the Supervisory Board does not consider such a committee to be necessary at present.
The Supervisory Board endeavours to fulfil its duties with due care. Every three years, the Supervisory Board has the efficiency of its activity comprehensively audited on the basis of the guideline of Deutsche Schutzvereinigung für Wertpapierbesitz e. V. An audit conducted in the reporting period confirmed the efficiency of the Supervisory Board’s work. Should the Supervisory Board come to the conclusion that the efficiency has deteriorated, the audit will be conducted on an annual basis.
In line with Section 5.4.1 DCGK, the Supervisory Board has put down its goals concerning its future composition in writing. The Supervisory Board thus intends to ensure that at least two Supervisory Board members fulfil the criterion of internationality to a special degree. However, the Supervisory Board does not see any necessity to fix the number of independent Supervisory Board members. Currently, the large majority of the shareholder representatives fulfil the criterion of “independence”. They have no personal or business relations with the company, its executive bodies, a controlling shareholder or an enterprise associated with the latter. Furthermore, they do not exercise any consulting or board function for customers, suppliers, creditors or other business partners of Bechtle AG. Nevertheless, the Supervisory Board will continue to propose representatives of business partners as Supervisory Board members if their specific skills are more beneficial to the company than potential conflicts of interests could be detrimental. Moreover, the Supervisory Board already boasts a high level of diversity. In particular, four of the twelve Supervisory Board members are women. Therefore, the Supervisory Board has not formulated any concrete goals with respect to the subject of diversity (Section 5.4.1 [2] DCGK). The Rules of Procedure provide for an age limit of 70 for Supervisory Board candidates. Presently, the goals set by the Supervisory Board have already been fulfilled. They will be taken into consideration in future election proposals.

 

 

D&O Insurance.

 

The Executive Board and the Supervisory Board observe the generally accepted corporate governance principles. Should they culpably violate their duty to exercise due care, Bechtle AG may assert damage claims against them. To cover this risk, the company has taken out directors & officers liability insurance for the Executive Board and Supervisory Board members. A deductible of 10 per cent has been agreed for the Executive Board in line with the statutory provisions, but not for the Supervisory Board. Bechtle AG does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board.

 

 

Conflicts of Interest.

 

The members of the Executive Board and of the Supervisory Board are committed to the interests of the company. In their decisions within the scope of their activity, they are not permitted to pursue personal interests or use business opportunities to which the company is entitled for themselves. In the past fiscal year, the Supervisory Board and Executive Board members did not experience any conflicts of interest, e.g. due to a consulting or board function for customers, suppliers, creditors or business partners. Detailed information on the existing mandates of the members of supervisory boards and similar supervisory bodies of other companies is presented in the Notes to the consolidated financial statements.

 

Neckarsulm, March 2013
Bechtle AG
The Executive Board