Organisational structure
The CEWE corporate group is structured as follows:
supervisory Board general partner:
neumüller ceWe coLor stiftung
ceWe stiftung & co. Kgaa, oldenburg (operating business) Limited shareholders
general meeting Board of trustees
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Executive Board and Directors
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2013: Change of legal form to a partnership limited by shares (Kommanditgesellschaft auf Aktien, KGaA)
The company’s shareholders supported CEWE COLOR Holding AG’s change of form to become CEWE Stiftung & Co. KGaA with a large majority at the general meeting held on June 5, 2013. CEWE COLOR Holding AG was the financial holding company within the CEWE Group and one of the two shareholders of CEWE COLOR AG & Co. OHG. On October 1, 2013, CEWE COLOR Holding AG underwent a change of legal form to become CEWE Stiftung & Co. KGaA. This was entered in the commercial register held by Oldenburg Local Court.
Since Neumüller CEWE COLOR Stiftung is no longer a shareholder of CEWE COLOR AG & Co. OHG as a result of this change of legal form, its operating business has now been transferred to CEWE Stiftung & Co.
KGaA. Neumüller CEWE COLOR Stiftung now serves as the company’s general partner and sole managing director.
Neumüller CEWE COLOR Stiftung is represented by eight members of the Board of Management and a managing director.
The Group’s remaining 3,211 staff are employed by CEWE Stiftung &
Co. KGaA and the subordinate Group companies.
The previous legal form and the current legal form of a partnership limited by shares were selected in order to exploit the typical strengths of capital market-oriented companies and family firms respectively for the CEWE Group.
Legal structure combines the advantages of the capital market and a family approach
The company’s founder, Senator h. c. Heinz Neumüller, intended to ensure that his entrepreneurial principles would remain permanently established within the company and to ensure the company’s long-term future. This is safeguarded by Neumüller CEWE COLOR Stiftung and the major interest held by ACN Vermögensverwaltungsgesells-chaft mbH & Co. KG (the heirs of Senator h. c. Heinz Neumüller, the largest shareholder with 27.4 %). The first of these entities ensures that the business group continues to be managed true to the legacy of Senator h. c. Heinz Neumüller and thus upholds the character of the family firm. It stands for a long-term orientation in terms of the company’s business policy. For this reason, it is also responsible for its management.
The company’s founder always demanded that the CEWE business group should operate innovatively, while optimising income. The capi-tal market effectively promotes these entrepreneurial objectives. The decision-making of the company’s executive bodies – i. e. its Board of Management and Supervisory Board – reflects its shareholders’ inter-est in an attractive invinter-estment. Here too, the focus is on the compa-ny’s solid long-term development and sustainable capital growth – and thus on each shareholder’s investment.
The combination of these two advantages enables an innovative com-pany which is managed on the basis of an income-oriented and sus-tainable economic model which also lives to its social responsibility as an employer and as an economic engine.
page 65 | Results
page 27 | Shareholder structure
page 154
Executive Board and General Management
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CEWE operates through a total of 32 subsidiaries
CEWE Stiftung & Co. KGaA is the parent company which manages all of the CEWE’s Group activities. In various European countries, Pho-tofinishing and Online Printing business is managed within a single le-gal and organisational unit or else through various entities, depending on the situation in the country in question. Retail is directly combined with Photofinishing in countries where a production plant is present.
Otherwise, it operates independently. From an operational point of view, photo products are also sold through the Group’s retail compa-nies. However, in terms of strategic management they form part of the strategic business segment of Photofinishing, since they follow an en-tirely different growth path and their strategic significance differs from that of photo hardware, which is reported in the Retail segment.
The CEWE Group is managed by the Board of Management as well as the management
The Board of Management and the management of Neumüller CEWE COLOR Stiftung are responsible for overall planning and fulfilment of the goals of the CEWE Group. Allocation of responsibilities is set out in the chapter “Board of Management and management”.
Regular strategic planning: Economic forecast reflects identifiable trends The Board of Management and the management of Neumüller CEWE Color Stiftung determine the long-term strategy of the CEWE Group.
This reflects trends in CEWE’s competitive, market and technological environment. Since the analogue / digital transformation, this environ-ment has been characterised by considerable moenviron-mentum. The Board of Management thus reviews the company’s strategic orientation several times a year and discusses the resulting tactical and operational meas-ures. External experts take part in these meetings, where necessary.
Inclusion of profit centre managers in planning
On the basis of the strategic outlook and expected market trends, once a year CEWE determines the planning parameters which are submitted to the managers of the production plants and distribu-tion companies. On this basis these managers produce their own planning, focusing on the following year but also encompassing a broader perspective which may include multiple iterations. The cornerstones of the finalised business plan for the following year will then be presented to the general public. On the basis of this planning and the actual figures, over the course of the year tar-get / actual comparisons and extrapolations are produced for the year-end results. However, due to the seasonal migration outlined in the “Turnover” and “Costs and earnings” sections of the “Results”
chapter the fourth quarter – and the final two months of each year in particular – is becoming ever more significant. This represents a particular challenge for extrapolations.
Investments on the basis of profitability calculations
The investments which consistently include profitability calcula-tions also form part of this planning.
Close monitoring through monthly target / actual comparisons Every month, a profit and loss account target / actual comparison is implemented for the strategic business segments and for each of the profit centres and for the CEWE Group as a whole. The balance sheet and the cash flow statement are produced quarterly. These target / ac-tual comparisons enable close monitoring of goal achievement and timely intervention by the Board of Management and the manage-ment. At the same time, these and other operating figures of the pro-duction plants and the distribution companies are passed on to all of the managers of these profit centres, for internal benchmarking and discussion. The key financial figures used at CEWE are outlined in the “Goals and strategies” section.
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Diverse and detailed management information systems
As well as this core element of accounting-oriented comparison, profit centre managers, the Board of Management, the management and all relevant executives are able to draw upon comprehensive systems of operating figures, some of which are even updated daily.
For instance, this includes market data supplied by various market research institutes, sales information including quantities, prices and turnover, comprehensive production figures comprising production and delivery times, costs and quality, further controlling informa-tion for each corporate funcinforma-tion (e. g. personnel, logistics, customer service, investor relations, finance etc.) and product and business partner margin costings etc. The key non-financial indicators used at CEWE are also described in the “Goals and strategies” section.
Clear meeting structure
As well as ad hoc meetings, management activities at Group level are handled through regular meetings. These discussions focus on the following key issues: The Board of Management and the manag-ing directors meet once a week. The core measures implemented for management of innovations are also discussed once a week. As well as the responsible Board of Management members and managing directors, the managers and employees dealing with these various issues – particularly from the fields of marketing, product manage-ment, research & development and production – also attend these meetings. Several times a year, the Board of Management members and the managing directors meet with the profit centre managers to discuss the company’s current situation and the latest competitive, market and technological developments and to agree new steps for the company’s development, where necessary.
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