Our Corporate Governance

Corporate Governance stands for a process of corporate management and control that adopts an attitude of responsibility while aiming for long-term value creation. Key elements are the efficient collaboration between the Executive Board and the Supervisory Board, the respect for all shareholder interests, and openness and transparency in corporate communications.

With its German Corporate Governance Code, a German government commission has compiled a set of rules which particularly contains recommendations on good corporate governance in terms of ethical behaviour on the part of employees and managers of companies and organisations.

The intention of the German Corporate Governance Code is to make Germany’s corporate governance rules transparent and understandable, with the aim of promoting the trust of investors, customers, employees and the public in the management and monitoring of German listed companies.

The full text of the code and further information about the code can be found HERE.

Each year, freenet AG issues a statement of compliance in which it declares which recommendations of the German Corporate Governance Code it deviated from in the previous year and which recommendations it intends to deviate from in the future.

Declaration of Conformity regarding the German Corporate Governance Code

The German Corporate Governance Code (the “Code”) contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards – in line with the principles of the social market economy – to take into account the interests of stakeholders to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise’s best interests). These principles not only require compliance with the law, but also ethically sound and responsible behaviour (the “reputable businessperson” concept, Leitbild des Ehrbaren Kaufmanns). 

Through the declaration of conformity pursuant to § 161 AktG, the code has a legal basis. Accordingly, the recommendations and suggestions are not mandatory. However, deviations from the recommendations – not the suggestions – have to be explained and disclosed with the annual declaration of conformity.

 

freenet AG has published the following statements on the German Corporate Governance Code pursuant to § 161 AktG:

DECLARATION OF CONFORMITY 2023 
DECLARATION OF CONFORMITY 2022
DECLARATION OF CONFORMITY 2021
DECLARATION OF CONFORMITY 2020
DECLARATION OF CONFORMITY 2019

Corporate Governance Statement

In the Corporate Governance Statement in accordance with sections 289f, 315d HGB, freenet AG displays its Declaration of Compliance in accordance with section 161 of the German Stock Corporation Act (AktG). It also contains disclosures about corporate management practices, working practices of the Executive and Supervisory Board and the composition and working practices of the Supervisory Board’s committees. Furthermore, in the Corporate Governance Statement information can be found regarding the percentage of women in the Executive Board and in the two management tiers below the level of the Executive Board, as well as the targets relating to the composition of the Supervisory Board and the competence profile for the Supervisory Board. Corporate Governance Statements for previous years are published as part of the Group management report in the respective annual report under Publications.


freenet AG made the following Corporate Governance Statement in accordance with sections 289f, 315d HGB: 

CORPORATE GOVERNANCE STATEMENT 2022
PDF | 1.64 MB | 23/03/2023

Remuneration Report and System for the Executive and Supervisory Board

Remuneration report pursuant to § 162 AktG:

REMUNERATION REPORT 2022
PDF | 414 KB | 23/03/2023
REMUNERATION REPORT 2021
PDF | 460 KB | 23/03/2022
   

 

Auditor's report on the remuneration report:

AUDITOR'S REPORT ON THE REMUNERATION REPORT 2022
PDF | 103 KB | 23/03/2023
AUDITOR'S REPORT ON THE REMUNERATION REPORT 2021
PDF | 75 KB | 23/03/2022
   

 

Remuneration System for the Executive Board pursuant to §87a AktG:

REMUNERATION SYSTEM FOR THE EXECUTIVE BOARD 2022
PDF | 550 KB | 28/03/2022
VOTING RESULTS AGM 2022 (GERMAN ONLY)
PDF | 28 KB | 05/05/2022
REMUNERATION SYSTEM FOR THE EXECUTIVE BOARD 2021
PDF | 216 KB | 23/03/2022

 

Remuneration system for the Supervisory Board pursuant to §113 para. 3 AktG:

REMUNERATION SYSTEM FOR THE SUPERVISORY BOARD 2021

PDF | 42 KB| 23/03/2022

VOTING RESULTS AGM 2021 (GERMAN ONLY)

PDF | 24 KB| 23/03/2022

   

Information on the annual and consolidated financial statements audit

Articles of Association

ARTICLES OF ASSOCIATION
PDF | 151 KB | 20/06/2023