German Corporate Governance Code
In accordance with § 289a of the German Commercial Code, ROY Ceramics SE (the “Company”) is required to issue a declaration of corporate management, which is either to be incorporated and published in the management report which is part of the annual accounts or, alternatively, made publicly accessible on the Internet site. ROY Ceramics SE hereby makes use of the second option:
1. Declaration of Compliance
Since its inception in 2002, the German Corporate Governance Code has been used as a benchmark for good corporate governance. The cornerstones of ROY Ceramics SE’s management philosophy such as responsibility, transparency and sustainability are in line with the Corporate Governance Code and help underpin the Company’s business success. The Administrative Board and Managing Directors are committed to following and supporting the goals and the spirit of the German Corporate Governance Code.
The Administrative Board adopted the Company’s Declaration of Compliance with the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act in August 2018.
The Declaration of Compliance is made public in a separate section on ROY Ceramics SE’s website (Declaration of Compliance) under https://www.roykeramik.de/en/entsprechenserklaerung/.
2. Practice of corporate governance at ROY Ceramics SE
Beyond the mere compliance with applicable laws and regulations, as well as the Corporate Governance Code, ROY Ceramics SE’s corporate governance is based the rules of procedure of the Administrative Board and the Managing Directors as well as its customary business practices.
The Company has a written code of conduct, which is communicated to all employees of ROY Ceramics SE and its group companies (together the “ROY Group”) . All employees are required to comply with the ROY Group’s code of conduct when they join the ROY Group. Departures from the ROY Group’s approved policies and procedures are prohibited and sanction will be imposed for non-compliance.
ROY Ceramics SE’s Managing Directors are consistently working on improving all aspects of its operations including occupational health and safety, sales and distribution and its conduct as a socially responsible corporate citizen.
(b) Corporate Compliance
Compliance with the relevant statutory provisions for its operations and internal company policies is an essential part of ROY Ceramics SE’s corporate governance. It is one of the key duties of all business areas to ensure compliance with the prevailing policies in the individual areas of responsibility. In particular, all business activities in China were carried out in strict compliance with Chinese laws and international conventions. Specific compliance requirements are laid out in ROY Group’s code of conduct.
(c) Risk Management
The Company’s risk management policies are described in detail in the risk management section which is part of the combined management report. They are designed in accordance with statutory provisions to detect significant risks early so that appropriate measures can be taken in order to minimize, diversify, transfer or avoid risks thus ensuring the continuity of the ROY Group. The risk management process is supported through the controlling and auditing functions.
(d) Avoiding and dealing with potential conflicts of interest
The Administrative Board and Managing Directors ensure that no decisions are obstructed by potential conflicts of interest. ROY Ceramics SE’s internal rules of procedure provide for rules to avoid and deal with potential conflicts of interest.
(e) Availability of the Company’s internal rules
The Articles of Association of ROY Ceramics SE (https://www.roykeramik.de/en/satzung/) as well as the Declaration of Compliance in accordance with Sec. 161 of the German Stock Corporation Act (https://www.roykeramik.de/en/entsprechenserklaerung/) are available on its website. ROY Ceramics SE’s other internal rules and codes of conduct are not publicly available.
3. Cooperation between the Administrative Board and Managing Directors
ROY Ceramics SE has a one-tier corporate governance system which is characterized by the fact that the guidance of the SE is incumbent upon a uniform body, the Administrative Board. The Administrative Board directs the Company, establishes the general principles of its business and supervises their implementation by the Managing Directors. The Managing Directors manage the business of the Company and represent the company in dealings with third parties. They are bound to instructions given by the Administrative Board.
Mr. Siegfried Lee is a member of the Administrative Board and a Managing Director and was also appointed Chief Executive Officer (CEO) and Chairman of the Administrative Board. In this double function, he coordinates the work of both corporate bodies.
The Administrative Board and Managing Directors work closely together in the interest of the Company. Their common goal is to ensure the sustainable creation of value. The internal rules of procedure of the Administrative Board and Managing Directors, as well as the cooperation between the two bodies, are laid out in detail in the Company’s rules of procedure.
The Managing Directors continuously, timely and comprehensively inform the Administrative Board on all matters which are relevant for the Company and the ROY Group. This information includes the intended business policy, the Group’s profitability, the recent development of the business activities and the financial and economic status of the Company, business planning, the actual risk situation, compliance and the status of implementation of the risk management system as well as the results of the risk management system.
For certain business transactions and measures as more specifically set forth in the rules of procedure, the Managing Directors must obtain the Administrative Board’s prior approval.
The Administrative Board did not establish any committees.
4. Decisions on promoting the participation of women in management positions
The act on the equal participation of women and men in executive positions in the private and the public sector of May 2015 required ROY Ceramics SE to set target figures for the proportion of women on the Administrative Board, among the Managing Directors and among the next two management levels below the Managing Directors no later than September 30, 2015. In addition, it was required to specify a deadline for meeting these targets which must not go beyond June 30, 2017. When setting subsequent deadlines, the periods for achieving the targets may be up to five years.
The Administrative Board of ROY Ceramics SE set a target figure for the proportion of women on the Administrative Board of 0 % which was to be reached no later than June 30, 2017.
The Administrative Board of ROY Ceramics SE set a target figure for the proportion of women among the Managing Directors of 0% which has to be reached no later than June 30, 2017.
As the Company does not have any employees, the Administrative Board did not set a target for the proportion of women among the employees.