This management declaration under § 289a of the German Com-mercial Code includes the declaration of conformity in accordance with § 161 of the German Companies Act, relevant details of cor-porate governance practices beyond the scope of applicable statu-tory requirements, a description of the procedures of the Board of Management and the Supervisory Board and the makeup and pro-cedures of their committees. Pursuant to item 3.10 of the German Corporate Governance Code, this management declaration of CEWE Stiftung & Co. KGaA includes the company’s corporate governance (corporate governance report).
The German Corporate Governance Code (GCGC) has been drawn up for public limited companies. Since it thus does not cover the legal form of a partnership limited by shares (Kommanditgesellschaft auf Aktien, KGaA), CEWE Stiftung & Co. KGaA has decided to apply the Code so as to reflect the interests of the limited shareholders while remaining true to the spirit of the Code.
Compliance declaration under § 161 of the German Companies Act For the full text of the company’s compliance declaration under
§ 161 AktG, please see pages 16ff. of this Annual Report or the com-pany’s website http://ir.cewe.de/cgi-bin/show.ssp?companyName=-cewe&language=English&id=0
Relevant disclosures on management practices
CEWE Stiftung & Co. KGaA is aware of its social responsibility, which it considers to be an important factor in the company’s long-term success. The CEWE Group has an established tradition of conducting its business affairs in compliance with national and international leg-islation as well as generally acknowledged ethical principles. In this respect, the CEWE Group has developed a mission statement which sets out its corporate culture, which is characterised by integrity,
trustworthiness and responsibility. The basic values and principles of this mission statement may be viewed online at http://company.cewe.
de/en/company/compliance/mission-statement.html.
CEWE Stiftung & Co. KGaA has also summarised its key principles in a code of conduct which is based on ethical values and related business principles that reflect integrity and loyalty. This code of conduct applies for all of the Group’s employees and requires com-pliance with the following operating principles:
Our activities are defined by integrity and lawful behaviour We pursue appropriate business relationships, which are free of any dishonest practices.
We avoid any conflicts between the interests of the CEWE Group and private interests. We will not tolerate any abuse of employees’
positions for personal advantage, for the benefit of third parties or to the detriment of the CEWE Group.
Further information on our code of conduct is publicly available on the following website:
http://company.cewe.de/en/company/compliance/code-of-conduct.html
CEWE Stiftung & Co. KGaA also supports the principles of the compli-ance initiative of the German Association Materials Management, Purchasing and Logistics (Bundesverband Materialwirtschaft, Einkauf und Logistik e. V., BME). Further information on the principles of the German Association Materials Management, Purchasing and Logistics is available at www.bme.de / Compliance.
http://company.cewe.de/de/
unternehmen/compliance/leitbild.html page 120 ff. | Compliance declaration
www.bme.de/Compliance http://company.cewe.de/de/
unternehmen/compliance/
Procedures of the management and the Supervisory Board and makeup and procedures of the Supervisory Board’s committees Due to the provisions of the German Companies Act, the corporate articles of CEWE Stiftung & Co. KGaA and the rules of procedure of the company’s various committees, rules are in place at CEWE Stiftung & Co. KGaA for its management and for supervision of its management which comply with the requirements of the Code. The company fulfils the Code’s requirement of protection for investors bearing entrepreneurial risk.
Management
The general partner Neumüller CEWE COLOR Stiftung holds 20,000 no-par value bearer shares in the share capital of CEWE Stiftung & Co.
KGaA and thus approx. 0.27 %, while the limited shareholders hold the remainder of the shares. The general partner Neumüller CEWE COLOR Stiftung (the management) manages the company’s business through its Board of Management as well as its managing directors appointed as special representatives pursuant to § 30 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) in accordance with ap-plicable legislation, the corporate articles of CEWE Stiftung & Co.
KGaA and its own corporate articles. Due to its unlimited personal liability, Neumüller CEWE COLOR Stiftung has a considerable interest in the orderliness and efficiency of the business activities of CEWE Stiftung & Co. KGaA, which it accordingly encourages. The Board of Management of Neumüller CEWE COLOR Stiftung passes resolutions at its meetings, which are held at least four times a year. Each mem-ber of the Board of Management of Neumüller CEWE COLOR Stiftung notifies the other members in good time of important events and transactions within his area of business. Specific tasks are assigned to individual members of the Board of Management by means of a schedule of responsibilities.
The tasks handled by the management include preparation of the annual financial statements of CEWE Stiftung & Co. KGaA and the Group and approval of the Group’s quarterly and semi-annual financial statements. The management also ensures compliance with statutory, official and internal regulations and ensures that all of the companies of the CEWE Group comply with these regulations. The management
notifies the Supervisory Board regularly, promptly and comprehen-sively regarding any strategy, planning, business development, risk position, risk management and compliance issues which are rel-evant for the company and thus comprehensively complies with its reporting obligation. In addition, the management reports regularly, promptly and comprehensively – both in writing and orally – on any matters which are of material significance for the company. Further details are stipulated in the rules of procedure for the Board of Man-agement and the Supervisory Board and in the corporate articles of Neumüller CEWE COLOR Stiftung.
Supervisory Board
The management notifies the Supervisory Board of the course of business and the company’s position at least once a quarter. The management also notifies the Supervisory Board at least once per year regarding the annual planning and the company’s strategy. The members of the Board of Management of Neumüller CEWE COLOR Stiftung are invited to attend the meetings of the Supervisory Board, unless the Supervisory Board resolves otherwise in an individual instance. At each of its meetings, the Supervisory Board systemati-cally discusses the following issues:
• Corporate governance
• Compliance
• The company’s risk situation
The Supervisory Board and the Board of Trustees are involved in key decisions of the Board of Management early on. The management and the Supervisory Board also regularly discuss issues of strategy and planning as well as current business developments outside of these meetings. The Supervisory Board maintains regular contact with the management, so as to obtain early notification of the company’s cur-rent business development as well as significant business transactions.
The Supervisory Board regularly assesses whether conflicts of interest may apply for members of the Board of Management of Neumüller CEWE COLOR Stiftung in relation to the work which they perform for CEWE Stiftung & Co. KGaA.
page 15 | Report of the Supervisory Board
page 120 | Corporate governance
150 Consolidated Management Report Management declaration
At CEWE Stiftung & Co. KGaA, in the period under review an audit committee performed the tasks assigned to it under the rules of pro-cedure approved by the overall Supervisory Board. The Supervisory Board and its committees regularly undergo an efficiency review of their own and incorporate the findings in their future activities.
For further information, please refer to the report of the Supervi-sory Board (pages 15ff. of this Annual Report and online at http://
ir.cewe.de/cgi-bin/show.ssp?companyName=cewe&language=Engl ish&id=3030) and the corporate governance report (pages 120 ff. of this Annual Report and online at http://ir.cewe.de/cgi-bin/show.ssp
?companyName=cewe&language=English&id=6000).
Board of Trustees of Neumüller CEWE COLOR Stiftung
Some of the tasks which are performed by a public limited company’s supervisory board are handled by Neumüller CEWE COLOR Stiftung at CEWE, specifically by the Board of Trustees of Neumüller CEWE Color Stiftung. Accordingly, the details of the Board of Trustees are outlined below.
The Board of Trustees has six members.
The Board of Trustees advises and supervises the Board of Manage-ment. It keeps up-to-date regarding the affairs of Neumüller CEWE COLOR Stiftung and CEWE Stiftung & Co. KGaA and may inspect and audit the commercial books and other documents of the company and also its assets for this purpose. According to § 15 (2) of the corporate articles of CEWE Stiftung & Co. KGaA, the management requires the consent of the Board of Trustees for transactions beyond the scope of normal business. The corporate articles of Neumüller CEWE COLOR Stiftung also stipulate the consent of the Board of Trustees for certain extraordinary measures enacted by the management. The Board of Trustees is convened as required, but meets at least four times a year.
The general meeting of CEWE Stiftung & Co. KGaA
The annual general meeting of CEWE Stiftung & Co. KGaA took place on June 4, 2014 in Oldenburg. 62.1 % of the share capital was present here, which represents a stable level of participation In particular, the annual general meeting passes resolutions regard-ing the approval of the annual financial statements, appropriation of unappropriated profits, approval of the acts of the members of the management and the Supervisory Board and the appointment of the auditor. The general meeting is also entitled to resolve amendments to the corporate articles. The limited shareholders of CEWE Stif-tung & Co. KGaA exercise their rights at the general meeting. They may exercise their voting rights in person or through a proxy ap-pointed either by themselves or by the company. All documents and information for impending general meetings (including summaries of the shareholders’ rights) will also be made available on our website.
Corporate governance report
In the financial year 2014, the management and the Supervisory Board of CEWE Stiftung & Co. KGaA pursued intensive discussions regarding the issue of corporate governance and the German Corpo-rate Governance Code in particular. CorpoCorpo-rate governance entails the management and supervision of companies on the basis of a sense of responsibility and with the goal of long-term value creation. For this reason, we not only comply with almost all of the recommenda-tions, but also with the proposals included in the Code. The rules and principles of the Code also determine the corporate policies of CEWE Stiftung & Co. KGaA.