Corporate Governance

Articles of Incorporation

Reply Deutschland has long been committed to recognized standards of good and responsible corporate management. The principles of corporate governance are for implementing responsible leadership and control of business undertakings with a view towards long-term value enhancement. Respect for shareholders’ interests, efficient cooperation between Executive Board and Supervisory Board, and open and transparent corporate communications are especially important to Reply Deutschland AG. In adhering to these principles, syskoplan would like reaffirm the confidence shown in the company by customers, employees, and shareholders. These principles undergo continuous further development.

Here you find the Articles of Incorporation of Reply Deutschland AG in the current version:

Article of Incorporation

Reply Deutschland AG            Reply Deutschland AG
Executive Board                        Supervisory Board.

Corporate bodies

Executive Board

Currently the following individuals are members of the Executive Board:

Josef Mago,
Gütersloh
Chairman of the Executive Board
Group development, Capital Market and M&A

Dott. Flavia Rebuffat,
Gütersloh
Operations, Finance and Personnel


Supervisory Board

Currently the following individuals are members of the Supervisory Board:

Dott. Mario Rizzante,
Chairman
Turin, Italien
President of Reply S.p.A.

Dr. Niels Eskelson,
Deputy chairman
Paderborn
Consultant

Dott. Daniele Angelucci,
Turin, Italien
CFO of Reply S.p.A.

Dr. Stefan Duhnkrack,
Hamburg
Partner Heuking Kühn Lüer Wojtek

Dr. Markus Miele,
Gütersloh
Managing Partner of Miele & Cie. KG

Dott. Tatiana Rizzante,
Turin, Italien
Senior Partner of Reply S.p.A.

Directors' Dealings

Take advantage of the German Securities Trading Act (WpHG) and view the mandatory Directors' Dealings disclosure on our Web site.

By selecting the period, you can view the transactions of the individual members of both the Management Board and the Supervisory Board reported by the issuer, Reply Deutschland.

Select a time period

Declaration of Compliance

Below you will find Reply Deutschland AG's Declaration of Conformity pursuant to the Corporate Governance Code, which was issued first in November 2003 by the Management Board and Supervisory Board.

Downloads

2013

2012

2011

2010

2009

2008

2007

2006

2005

2004

Corporate governance reports

The principles of corporate governance (supervision) contribute to implementing responsible management and control of a company resulting in added value on a long-term basis. Efficient cooperation between the Management Board and Supervisory Board, bearing the interests of shareholders in mind as well as openness and transparency within corporate communication are key aspects of good corporate governance, which are a long-established tradition at Reply Deutschland AG.

2010

2009

2008

2007

2006

2005

2004

2003

Declaration on Corporate Dealings according to Section 289 a HGB

The corporate governance of Reply Deutschland AG ("Reply Deutschland") as a listed German corporation is determined primarily by the German Stock Companies Act (Aktiengesetz) and secondarily by the rules of the German Corporate Governance Codex in its current version.

1. Working Methods of Executive and Supervisory Boards

In accordance with the relevant statutory law Reply Deutschland has a dual governance system. This is characterized by a strict separation personnel-wise between the executive board as the governing body and the supervisory board as the monitoring body, whereby both boards work closely together in the interest of the company. By means of a domination agreement Reply Deutschland is closely linked to the group of Reply S.p.A., Turin/Italy. Reply Deutschland AG shall be merged upon Reply S.p.A. The shareholder meetings of both companies approved this project during 2013. The merger shall become effective upon registration of both commercial registers in Gütersloh and Turin. The registration is currently under way.

In the scope of an internal control system and the risk management Reply Deutschland has established guidelines with regard to the corporate governance and monitoring in different areas in accordance with the company values. However, Reply Deutschland does not have any special ethic codes or comparable internal guidelines.

The executive board manages the company with the aim of creating sustained values acting in its own responsibility. The principle of responsibility as a whole applies, i.e. all members of the executive board bear joint responsibility for the overall management of the business. They develop business strategies and procure their implementation in consultation with the supervisory board.

According to the domination agreement Reply S.p.A. is, as dominating company, authorized to assign directives to the executive board of Reply Deutschland regarding the governance of the company which the executive board has to follow. This right can also cover instructions which are detrimental to Reply Deutschland, as long as they are in the best interest of Reply S.p.A. or the affiliated companies.

The rules for cooperation between the board members are set out in the code of procedure for the executive board. This in particular sets out which business matters are left to the executive board as a whole, how resolutions are passed, in particular required majorities, as well as the rights and obligations of the executive board's chairman. Also, the supervisory board has set out the spheres of responsibility of each of the executive board members. Reply Deutschland's executive board currently consists of two members. You will find more information on the executive board members, in particular their spheres of responsibility, here.

The executive board regularly informs the supervisory board as soon as possible and comprehensively concerning all aspects that are significant for the Reply Deutschland with regard to business development, significant business occurrences and the current earnings situation including the risk situation and risk management. Any deviation of business from previously determined business plans and goals is extensively discussed and explained. In addition the executive board regularly reports on the subject of compliance - i.e. the measures implemented to ensure compliance with laws and internal company guidelines - a matter which is likewise part of the sphere of responsibility of the executive board.

The members of the executive board are obliged beyond the legal requirements pursuant to the code of procedure for the executive board and the respective service agreements for the members of the executive board to disclose any conflicts of interest immediately

The supervisory board provides advice to the executive board in the management of the company and monitors its actions. The supervisory board appoints and recalls members of the executive board, resolves on the compensation system for members of the executive board and determines each such member's overall compensation. The supervisory board is involved in all decisions which are of fundamental importance for Reply Deutschland. According to the domination agreement there is no authority enabled to issue directives to the supervisory board. If on the basis of the domination agreement the executive board is instructed by Reply S.p.A. to execute a business, executable only with the consent of the supervisory board and this consent is not given within a due period , § 308, para. 3 AktG states that the executive board has to inform Reply S.p.A. about it. In case Reply S.p.A. repeats the directive after this communication, the consent of the supervisory board is no longer required.

In accordance with Section 96 para. 1, 101 AktG and Section 7 para. 1 of Reply Deutschland's articles of association, the supervisory board consists of six members elected by the annual general meeting. The principles for the supervisory board's work are set out in the code of procedure for the supervisory board. In view of its size the supervisory board refrains from creating committees; all subjects are discussed in plenary session. Further information on the specific work of the supervisory board may be taken from the current supervisory board report.

The supervisory board continuously reviews the efficiency and performance of its work and evaluates the performance of the supervisory board and its individual members. The supervisory board is of the opinion that

(a) organization and procedures of its work are structured in an efficient way ensuring the highest level of performance and

(b) the composition of the supervisory board is such, that experiences, knowhow and competences of its members correspond to the required criteria of efficiency, and the highest level of performance of the supervisory board itself as well as each member in ensured.

Section 4 of the code of procedure for the executive board contains a catalogue of transactions for which the executive board requires the consent of the supervisory board.

The supervisory board has envisaged in its code of procedure for the supervisory board that members of the supervisory board have to inform the chairman of the supervisory board immediately about conflicts of interest, in order to discuss these in a plenary session. In such cases the supervisory board discusses the respective conflicts of interest and assesses which consequences these have. If necessary, the concerned member of the supervisory board will not take part in the discussion and furthermore, corresponding obligations not to exercise the voting right will be observed. Besides, this topic is a regular discussion item in each ordinary supervisory board meeting.

2. Reporting on Corporate Governance

Reply Deutschland has always oriented itself on recognized standards of good and responsible corporate governance. The principles of corporate governance stand for responsible management and supervision with the aim of creating long-term value. Of special significance for Reply Deutschland thereby is the consideration of shareholders' interests, an efficient cooperation between the executive and the supervisory board as well as open and transparent corporate communication. In December 2012, the company bodies of Reply Deutschland made the following Compliance Declaration as per Section 161 AktG:

Wording of the Compliance Declaration

"The Executive Board and the Supervisory Board of Reply Deutschland AG hereby declare that since the issue of the last declaration of conformity the recommendations made by the "Government Commission on German Corporate Governance Codex" published by the Federal Ministry of Justice in the official section of the Federal Gazette are complied with, with the following restrictions which are justified as follows:

  • 1. Per Section 3.8 of the Codex in the version dated May 13, 2013, a reasonable deductible is to be agreed if the company has taken out a D&O insurance policy for its supervisory board. The D&O insurance policies taken out by Reply Deutschland AG for its supervisory board members do not envisage a deductible. The executive board and supervisory board do not believe that the inclusion of a deductible results in increased due care in the advisory and monitoring activity of the supervisory board.

  • 2. On December 14, 2012 the supervisory board has prolonged the contracts of the members of the executive board until end of 2015. In this moment the new stipulations of Section 4.2.2, section 2 of the Codex whereupon the relationship between the compensation of the executive board and that of senior management and the staff overall, particularly in terms of its development over time, shall be considered, was not yet known. This stipulation can only be considered at the next prolongation of the contracts wherefore as a matter of precaution a deviation is expressed.

  • 3. Since 2006 the supervisory board of Reply Deutschland AG has a female member. Since January 1, 2011 a woman has joined the executive board. Diversity, internationality and especially an appropriate degree of female representation are already considered today in the corporate bodies of Reply Deutschland AG. Concrete objectives regarding the composition of the supervisory board, as stipulated by Section 5.1.4 of the Codex, have not been specified.

  • 4. Disclosing of candidate recommendations for the position of the supervisory board chairman (Section 5.4.3 of the Codex) prior to a vote is considered by the executive and the supervisory board not to be reasonable. If a candidate has been recommended to the annual general meeting for supervisory board membership, the suitability of the candidate should be judged by those voting with due care and independently of any considerations concerning further positions to be held by the candidate. In addition to this, on the basis of the articles of association resolved by the annual general meeting, the supervisory board itself is authorized to choose its chairman from amidst its own members, regardless of what information in this respect is made available to the annual general meeting.

The Executive Board and the Supervisory Board of Reply Deutschland hereby further declare that the recommendations made by the "Government Commission on German Corporate Governance Codex" published by the Federal Ministry of Justice in the official section of the Federal Gazette in the version dated Mai 13, 2013 published on June 10, 2013 are complied with, with the above restrictions.

Previous and no longer applicable Compliance Declarations of Reply Deutschland may be viewed here.

3. Annual General Meeting and Shareholders

The shareholders of Reply Deutschland exercise their co-determination and control rights within the annual general meeting which is held at least once a year. The annual general meeting resolves on all matters for which it is competent under statutory law, with binding effect for all shareholders and the company. In voting, each share held grants one vote.

Every shareholder who registers within the time periods may take part in the annual general meeting. Shareholders who cannot take part in person may have themselves presented by proxy, e.g. through a bank, a shareholders’ union, a proxy who is appointed by the company and who is bound to carry out voting instructions or any other authorized representative of their choice.

The invitation to the Annual general meeting as well as all reports and information required for making resolutions are disclosed in accordance with statutory law relating to stock corporations and made available on Reply Deutschland's Internet site in both German and English.

4. Risk Management

As a part of its business strategy, Reply Deutschland's policies concerning risk and opportunities are oriented toward systematically and continuously increasing company value. Reply Deutschland's management have access to extensive reporting and control systems, both on an overall group basis and with regard to specific companies, which enable them to discover, assess and steer these opportunities and risks. The systems are continuously further developed, adapted to changing framework conditions and checked by auditors. The executive board informs the supervisory board regularly on the existing risks and the course they take. The supervisory board in particular concerns itself with monitoring the financial accounting, including the reporting, and with the effectiveness of the internal supervisory systems, risk management, compliance as well as balance-sheet auditing.

The risk report sets out details on risk management. It also includes a description of the internal control and risk-management system (IKS) related to financial accounting.

5. Financial Auditing and Year-End Audit

Reply Deutschland compiles its consolidated balance-sheets as well as the interim reports in accordance with the International Financial Reporting Standards (IFRS), as is mandatory in the European Union. The annual balance-sheet of Reply Deutschland AG is compiled in accordance with the German Commercial Code (Handelsrecht – HGB). The consolidated balance-sheet is compiled by the executive board and examined by both the external auditors and the supervisory board. The executive board discusses the interim reports and the semi-annual financial report with the supervisory board prior to publication.

The consolidated balance sheet and the annual balance sheet of Reply Deutschland are assessed by the auditors Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Dortmund, which was chosen by the annual general meeting of 2013. The assessments are made in accordance with German accounting standards and in observance of internationally accepted auditing principles; additionally the International Standards on Auditing were also observed. The assessment also included risk management and the observance of reporting obligations concerning corporate governance per Section 161 AktG.

It was also contractually agreed with the balance-sheet auditor that it would inform the supervisory board immediately concerning any grounds which might arise for its own exclusion such as conflict-of-interest, as well as concerning any substantial findings or matters arising during the audit.

Gütersloh,
in November 2013

Reply Deutschland AG            Reply Deutschland AG
Executive Board                        Supervisory Board

Auditor

On June 13, 2012 the General Annual Meeting elected

Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft,
Dortmund

as auditor of the Annual Financial Statements and as auditor of the Consolidated Financial Statements for the 2012 financial year.

Contacts

Reply Deutschland AG

Investor Relations
Bartholomäusweg 26
33334 Gütersloh, Germany

Michael Lückenkötter
Director Investor Relations

Phone: +49 (0) 52 41 - 50 09-10 17
Fax: +49 (0) 52 41 - 50 09-15 10
Email: ir@reply.de