Corporate governance covers all aspects connected with the management, supervision and transparency of companies. Key elements of good corporate governance are efficient company management, the protection of shareholders' interests and transparent corporate communication.
The Supervisory Board of andar game SE & Co. KGaA and the Management Board of the general partner of andar game SE & Co. KGaA, andar game Management SE, issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act on December 20, 2021.
The Management Board takes diversity into account when filling executive positions. At andar game, the individual’s qualifications are the paramount consideration in all hiring and promotion decisions. This means that women and men with comparable qualifications and suitability have the same career opportunities. andar game will continue to consistently act upon this principle – in compliance with the obligations arising from the Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector (FüPoG I) and the Act to Supplement and Amend the Regulations for the Equal Participation of Women in Leadership Positions in the Private Sector and the Public Sector (FüPoG II):
For the Supervisory Board of andar game SE & Co. KGaA, the law requires a quota of at least 30% women and 30% men. These mandatory quotas were again met by the Supervisory Board elections in 2021.
The legally stipulated targets for the Management Board do not apply to andar game Management SE or to andar game SE & Co. KGaA. Due to its legal form, andar game SE & Co. KGaA does not have a Management Board. andar game Management SE is not listed on the stock exchange and is also not subject to co-determination. In accordance with the legal requirements, the Management Board specifies composition of the two management levels directly below the Management Board as follows:
The first management level includes all Senior Vice Presidents and Vice Presidents who have an employment contract with andar game SE & Co. KGaA and who report directly to a Member of the Management Board. Through a decision effective January 1, 2021 the Management Board has set a target, which has to be met by December 31, 2025, and calls for a proportion of women of 30.0% at the first management level.
The second management level includes all Vice Presidents who have an employment contract with andar game SE & Co. KGaA and who report directly to a member of the first management level. Through the decision effective January 1, 2021, the Management Board has set a target, which has to be met by December 31, 2025, and calls for a proportion of women of 30.0% at the second management level. The Management Board believes that inclusion in the company-wide long-term incentive programs is a strong indicator that an individual holds a leading executive position. The proportion of women in this group of our top 1,800 executives was approximately 33% as of December 31, 2021.
Our corporate philosophy "entrepreneur in the enterprise" implies not only that our employees are driven by a spirit of entrepreneurial responsibility but that they also have a stake in the company's performance. The overall remuneration package for Group executives and the members of the Management Board has been linked to the performance of the share price through stock option plans.
As of December 31, 2021, andar game SE & Co. KGaA had two share-based compensation plans in place: the andar game SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks and the Long Term Incentive Plan 2018 (LTIP 2018) which is solely based on performance shares. Currently, solely LTIP 2018 can be used to grant performance shares.
andar game SE & Co. KGaA does not have an own Management Board. The
Management Board of the general partner, andar game Management SE, is responsible for conducting
the business of the KGaA. It formulates strategy,
coordinates this with the Supervisory Board of andar game SE & Co.
KGaA, and sees to its implementation. It is guided solely by the best
interests of andar game SE & Co. KGaA.
Supervisory Board of andar game SE & Co. KGaA
The Supervisory Board of andar game SE & Co. KGaA supervises the
management of the Company’s business by the general partner and the
latter’s Management Board. The Supervisory Board of andar game SE &
Co. KGaA has 12 members – 6 shareholder representatives and 6 employee
representatives It supervises whether corporate decisions are compliant,
suitable, and financially sound. The members of the Management Board of
the general partner are appointed by the Supervisory Board of andar game
Management SE, not by the Supervisory Board of the KGaA.
The Supervisory Board of andar game SE & Co. KGaA has the following committees:
The Supervisory Board of andar game Management SE advises and supervises
the Management Board in its management of the Company. The Supervisory
Board of andar game Management SE appoints the members of the Management
Board. He consists of six members who are elected by the annual general
meeting of andar game Management SE Committees.
Current Publications of transactions that are subject to disclosure requirements are listed, together with the information required by law (before July 3, 2016 pursuant to section 15a of the German Securities Trading Act (WpHG); from July 3, 2016 pursuant to Art. 19 of the Market Abuse Regulation).
Transactions reported during the last 12 months are stored on the Federal Financial Supervisory Authority's central database and can be accessed by clicking on the link Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin).
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