Heliocentris Energy Solutions AG takes good Corporate Governance to mean responsible enterprise management and supervision geared to sustainable value creation. In particular, we strive to further foster the trust placed in us by our investors, our business partners and employees, and the public at large. We also attach great importance to the efficient conduct of their work by the Board of Management and Supervisory Board, good cooperation between these bodies and with the company's staff, and to open and transparent corporate communications.
Heliocentris Energy Solutions AG is a stock corporation under German stock corporation law. It has three executive bodies: the Board of Management, the Supervisory Board and the General Meeting. The tasks and powers of these bodies are defined by law, the company's Articles of Association, and the Rules of Procedure for the Board of Management and the Supervisory Board. . A more detailed description of the structure of the managing and controlling bodies of the company can be found in the Corporate Governance Report and Statement according to Section 289a German Commercial Code (HGB).
Download of the Corporate Governance Report and Statement according to Section 289a German Commercial Code (HGB).:
-> Corporate Governance Report and Statement 2015
According to the German Stock Corporation Act (section 161 AktG), Heliocentris Energy Solutions AG as a listed company is required to announce the extent to which it has applied the recommendations of the German Corporate Governance Code, and which recommendations have not been applied or will not be implemented ('comply or explain'). The Management Board and the Supervisory Board of Heliocentris Energy Solutions support the principle of sound and responsible company management of the Code. The company applies the recommendations and suggestions of the Code as far as they appear appropriate for the size and situation of the company.
The Management Board and the Supervisory Board have issued on the 5 July 2016 the following amendment to the declaration of conformity from 27 April 2016:
Supplement to the Declaration of the Board of Management and the Supervisory Board of der Heliocentris Energy Solutions AG on the recommendations of the Government Commission of the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act (AktG)
The Management Board and the Supervisory Board declare that:
In their Declaration of Conformity dated 27 April 2016, the Management Board and the Supervisory Board of der Heliocentris Energy Solutions AG declared that they would fully comply with the recommendations of the Government Commission of the German Corporate Governance Code (DCGK) in the version dated 5 May 2015 (“DCGK”), with the exception of the deviations explained in the declaration. Supplementing the declaration dated 27 April 2016 we hereby disclose that the quarterly statements for the first quarter 2016 could not be published within two months after the reporting period as announced. The Management Board and the Supervisory Board have taken measures that shall ensure that the publication dates as set out in the declaration of conformity will be adhered to in the future.
Berlin, 05 July 2016
Heliocentris Energy Solutions AG
The Management Board The Supervisory Board
The Management Board and the Supervisory Board have issued the following declaration of conformity on 27 April 2016:
Declaration of the Management Board and the Supervisory Board of Heliocentris Energy Solutions AG on the recommendations of the Government Commission on the German Corporate Governance Code in accordance with § 161 Aktiengesetz (German Stock Corporation Code)
The Management Board and the Supervisory Board declare that:
The recommendations of the Government Commission of the German Corporate Governance Code in the version dated 5 May 2015 published by in the official section of the Federal Gazette on 12 June 2015 have been complied with in the period from the last Declaration of Conformity and will continue to be complied with in the future, with the following exceptions:
- No. 3.8 para. 3: According to the Code’s recommendations, a deductible shall be agreed upon for the members of the supervisory board when taking out a D&O policy. Heliocentris Energy Solutions takes the view that such a deductible is neither in itself suitable to increase the performance and sense of responsibility of the members of the Supervisory Board, nor is it adequate in view of the low level of compensation of the Supervisory Board.
- No. 4.2.3 para. 2 sentences 4, 6, 7: By determining the compensation structure for the Management Board which must be oriented toward sustainable growth of the enterprise and shall comprise fixed and variable elements which are in general based on a multi-year assessment, both positive and negative developments shall be taken into account when determining variable components of the compensation paid to members of the management board. The amount of compensation shall be capped, both overall and for the variable compensation components, and the variable compensation components shall be related to demanding, relevant comparison parameters. The current compensation system for the Management Board provides for a variable bonus which is based on a one-year assessment only, and for a share option scheme as the variable component of the Management Board compensation. This share option scheme contains no explicit rule requiring the consideration of negative developments. Negative developments are only taken into account by the fact that the execution of stock options due to the strike price for the execution of the stock options can become unattractive. Furthermore, the share option scheme contains no caps for the amount of compensation. The Supervisory Board is convinced that the option scheme for the Management Board is well balanced and appropriate. In the opinion of the Supervisory Board, the compensation is sufficiently focused on the situation of the Company and its long-term positive development, due to the fact that the variable, i.e. share-based, compensation component is linked to the share price and due the significant strike price for exercising the share options. Against this background, the Supervisory Board currently does not intend to adjust the agreements concluded or the current compensation scheme.
- No. 5.1.2 para 1 sentence 2 and para 2 sentence 3: The Code recommends that the supervisory board respects diversity when appointing the Management Board. Furthermore, an age limit should be set. The Supervisory Board considers it appropriate not to make the selection of the members of the Management Board dependent on criteria such as gender, sexual orientation or race, but instead on their personality and expertise. For the same reason, the Supervisory Board currently considers an age limit as not necessary and not relevant. In this respect, this recommendation was and is not followed.
- No. 5.3.3: The Code recommends that the Supervisory Board forms a nomination committee which proposes suitable candidates to the Supervisory Board for the election proposals of the Supervisory Board to the General Meeting. The Supervisory Board of Heliocentris Energy Solutions AG does not consider it necessary to form another committee besides the existing Audit Committee. The Supervisory Board of Heliocentris Energy Solutions AG carefully looks at the resolution proposals to the General Meeting including the election proposals of members of the Supervisory Board. Queries that have to be dealt with by the nomination committee are discussed and decided by the Supervisory Board.
- No. 5.4.1 para 2 and 3: The Code recommends that the Supervisory Board establishes specific targets with regard to its composition, taking into account the international activities of the company, potential conflict of interest, the number of independent Supervisory Board members as per Section 5.4.2, an age limit for Supervisory Board members to be defined by the Supervisory Board and a regular limit of length of membership to be specified for the members of the Supervisory Board as well as diversity, in light of the company’s specific situation. These targets should also be taken into consideration by the Supervisory Board when making candidate recommendations to its selection committees; together with the Executive Board, the Supervisory Board is to publish information on target implementation status as part of the Corporate Governance Report.The Supervisory Board of Heliocentris Energy Solutions AG consists of only six members. Given these circumstances, the Supervisory Board considers the use of criteria for the selection of Supervisory Board candidates beyond expertise and competence to be unsuitable. Accordingly, it has not set itself any targets in this regard. For the same reason, the Supervisory Board does not consider it expedient to determine a regular limit of length for the membership of the members of the Supervisory Board. Therefore, there is no corresponding consideration for recommendations to the selection committees and no reporting on the matter.
- No. 5.4.3: The Code recommends that candidates for the chairman of the Supervisory Board shall be announced to shareholders during Supervisory Board elections. This predefinition of proposed candidates for the position of the chairman of the Supervisory Board constitutes a restriction of the right of the Supervisory Board to decide freely on the matter. Therefore, the recommendation will not be followed.
- No. 5.4.6 para 1: The Code recommends that the compensation for the members of the Supervisory Board determined by the General Meeting shall reflect the chairmanship and the membership in committees. The General Meeting of Heliocentris Energy Solutions AG decided about the compensation of the Supervisory Board members most recently in 2012. At this time, the Supervisory Board did not form any committees. The compensation of the Supervisory Board members determined by the General Meeting therefore currently does not reflect the chairmanship or membership in the now constituted Audit Committee. It is intended to propose to the General Meeting an amended compensation scheme.
- No. 7.1.2 sentence 4: According to the Code’s recommendations, the consolidated annual financial statements shall be made publicly within 90 days after the end of the business year and the interim reports within 45 days after the end of the reporting period. Contrary to the recommendation of the Code, in the business year 2015 the interim reports were made publicly available within two months after the end of the respective reporting period as the costs of faster preparation and publication are disproportionate to the level of information gained by the shareholders. At the time of the issue of this Declaration of Conformity it became apparent that the consolidated annual financial statement for the business year 2015 could not be published within four months after the end of the business year as originally intended but only in Mid-May 2016 due to the audit activities not being completed at the end of April 2016. In future, the company intends to publish the financial statements as follows: The consolidated annual financial statements will be made publicly available within four months after the end of the business year. Due to the amended rules of the Frankfurt stock exchange the semi-annual financial statements will be made publicly available within three months and the quarterly releases within 45 days after the end of the reporting period.
Berlin, 27 April 2016
Heliocentris Energy Solutions AG
Executive Board Supervisory Board
Download of this declaration and former declarations:
-> Amendment Declaration of Conformity 07/05/2016
-> Declaration of conformity in accordance with section 161 AktG 04/27/2016
-> Declaration of conformity in accordance with section 161 AktG 09/29/2015