Corporate Governance

Constitution

Constitution from 05/30/2022

 

Rules of Procedure

Rules of Procedure for the Supervisory Board dated December 8, 1998
Rules of Procedure for the Executive Board dated September 02, 2010

 

German Corporate Governance Compliance

Declaration of Conformity of the Management Board and the Supervisory Board of TELES AG pursuant to § 161 of the German Stock Corporation Act (AktG)

TELES complies with all recommendations published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette of the "Government Commission on the German Corporate Governance Code" in the version of April 28, 2022 and will continue to comply with them in the future, with the following exceptions:

·       The recommendations in B.5 and C.2 on setting an age limit for the Management Board and Supervisory Board are not complied with. TELES does not set an age limit for the board of directors and the supervisory board, as the company should in principle also have the expertise of experienced board members and supervisory board members available and an age-related exclusion does not seem appropriate to the board of directors and the supervisory board.

·       Recommendation C.1 to create a formalized qualification matrix is ​​not followed. The details that can also be seen from the published information on the professional qualifications and experience of its members prove that the Supervisory Board has the skills profile required for its tasks. This includes in particular his qualifications and experience in corporate management, auditing and accounting as well as skills in various legal fields. The business areas in which TELES AG and its subsidiaries are active do not affect any "significant sustainability issues" to which recommendation C.1 refers. Nevertheless, the Supervisory Board also has sufficient sensitivity and competence in questions of diversity and sustainability to be able to ensure that these principles are observed in corporate management.

·       The recommendations in D.2 to D.4 are not complied with. Accordingly, the company's supervisory board should elect professionally qualified committees. The TELES supervisory board currently consists of three members and thus represents a very small body. Since the members as a whole - in addition to their other duties - also deal with the committee issues mentioned in the code, the formation of committees is not considered suitable considered to increase the efficiency of the work of the supervisory board and is therefore not intended. In this respect, the chairman of the supervisory board also has the chair if the supervisory board as a whole is concerned with monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit, in particular the independence of the auditor and the additional services provided by the auditor , deals.

·       The principle in recommendation G.6 that the variable remuneration resulting from the achievement of long-term goals should exceed the share of short-term goals is generally approved. The Supervisory Board is of the opinion that in the current development phase of the company a stronger weighting of short-term goals serves the sustainable and long-term development of the company.

 

Berlin, 09.02.2023

TELES AG

 

Oliver Olbrich                                                      Joachim Schwarzer

Chief Executive Officer                                     Chairman of Supervisory Board

 

 

Supplement to the declaration of the Executive Board and the Supervisory Board of TELES AG on the German Corporate Governance Code in accordance with Section 161 AktG dated February 9, 2023

 

·         Recommendation A.4, to provide the opportunity to provide protected information about legal violations in the company in an appropriate manner, is not fully complied with. TELES has set up a system for employees and business partners but has not granted access to third parties.

·         Recommendation A.5, describing the entire internal control system and the risk management system in the management report, including a statement on their appropriateness and effectiveness, is generally agreed. There was no comment on the appropriateness and effectiveness in the TELES management report in the 2022 financial year.

·         Recommendation B.2 that the Supervisory Board and Executive Board ensure long-term succession planning will not be complied with in the 2022 financial year. The supervisory board and management board fundamentally agree with the recommendation.

·         Mr. Markus Gernot Schmieta (Deputy Chairman of the Supervisory Board) is a partner at SK Treuhand Dr. Schmieta + Partner mbB, which has a business relationship with TELES subsidiaries. Nevertheless, the Supervisory Board considers Mr. Schmieta to be particularly suitable and independent due to his professional experience (see recommendation C.8).

·         Recommendation F.2 is not complied with. Accordingly, the company should publish the consolidated financial statements and group management report within 90 days of the end of the financial year. The release is scheduled for December 2023.

Berlin, December 11, 2023

 

TELES AG

Oliver Olbrich                                        Joachim Schwarzer

Chairman of the Board of Directors        Chairman of the Supervisory Board

 


Remuneration of the Management Board and Supervisory Board members of TELES AG

Compensation for the members of the Management Board

Taking into account the requirements of Section 87a (1) of the German Stock Corporation Act, the Supervisory Board has decided on a new remuneration system for the members of the Management Board of TELES AG Informationstechnologien with effect from April 1, 2020 and submitted the remuneration system to the Annual General Meeting on December 17, 2021 under agenda item 7 for approval. The Annual General Meeting approved the remuneration system for the members of the Management Board with a large majority of 99.24% of the valid votes cast.

The following is an overview of the main components and structure of the remuneration system for the members of the Management Board. A complete description of the compensation system can be found in agenda item 7 "Resolution on the approval of the compensation system for the members of the Management Board" (Einladung zur Hauptversammlung 2021). The corresponding voting results of the 2021 Annual General Meeting can be found under TELES HV Abstimmungsergebnisse 2021.

For the Compensation Report for the 2022 fiscal year, see Compensation Report 2022.

 

Compensation for the members of the Supervisory Board

In accordance with Article 13 of the Company's Articles of Association, the Annual General Meeting determines the level of remuneration for the members of the Supervisory Board. Most recently, the Annual General Meeting on August 28, 2007 decided on the remuneration of the Supervisory Board. In 2021, the Supervisory Board decided on an adjusted remuneration system for the members of the Supervisory Board with effect from January 1, 2020. The remuneration of the members of the Supervisory Board, including the system on which this remuneration is based, was confirmed in accordance with Section 113 (3) of the German Stock Corporation Act by resolution of the Annual General Meeting on December 17, 2021 with a majority of 99.24% of the valid votes cast. A complete description of the remuneration system can be found in the agenda item 8 “8. Resolution on the adjustment and determination of the remuneration of the members of the Supervisory Board for the current financial year 2021 and the remuneration system of the Supervisory Board" (Einladung zur Hauptversammlung 2021). The corresponding voting results of the 2021 Annual General Meeting can be found under TELES HV Abstimmungsergebnisse 2021.

For the Compensation Report for the 2022 fiscal year, see Compensation Report 2022.

Compensation report 2022

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