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  December 16, 2019 and will continue to comply with them in the future, with the followingexceptions:

·         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. 

 

·        The recommendations in D.2 to D.5 and D.11 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, 02.11.2022

TELES AG

 

Oliver Olbrich                      Joachim Schwarzer
Chief Executive Officer      Chairman of Supervisory Board

 


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

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 2021 fiscal year, see Compensation Report 2021.

 

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 2021 fiscal year, see Compensation Report 2021.

Compensation report 2021

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