As a company, we have established principles for our business activities and associated objectives, as well as principles applying to our general values that extend beyond daily events:
- We think in the long-term in order to equip PATRIZIA for the future, we act in a business-oriented manner and act to ensure sustainable development for the Company.
- We are success-driven and make clear decisions, ensuring they are consistently implemented through optimum processes and need-based solutions.
- We work together constructively, reflect on our own actions and give respectful and direct feedback. Through leadership and example, we expect and encourage the requisite conduct.
As required by law, PATRIZIA AG operates a dual management system based on a clear separation of duties between the Management Board in its capacity as the executive body and the Supervisory Board in its capacity as the supervisory body. As a listed German stock corporation, the management of PATRIZIA is primarily governed by the Aktiengesetz (AktG – German Stock Corporation Act). In addition, cooperation between the Management Board and the Supervisory Board in a spirit of trust and confidence for the good of the Company is closely based on the principles of the German Corporate Governance Code. The currently applicable Declaration of Conformity pursuant to Article 161 AktG can be found here.
Implementation of the Act on Equal Participation of Women and Men in Executive Positions in the Private and Public Sector
The Act on Equal Participation of Women and Men in Executive Positions in the Private and Public Sector requires listed companies – like PATRIZIA AG – to set out targets for the proportion of women on the Supervisory Board, the Management Board and in the two managerial levels below the Management Board, as well as deadlines for achieving these targets (Article 111 (5), Article 76 (4) AktG).
With effect from 1 July 2019 and in accordance with Article 111 (5) AktG, the Supervisory Board set a target of 25% for the share of women in its own ranks and a respective target of 25% for the Management Board, both to be achieved by 30 June 2024. By 30 June 2019, the target for the Supervisory Board was 0% and for the Management Board 25%. Both targets were achieved in June 2019. At present, the Supervisory Board consists exclusively of male persons, while the Management Board consists of one female and six male members. The current composition of the Supervisory Board is elected until the end of the Annual General Meeting that resolves on the approval of the actions of the Supervisory Board for the 2020 financial year. Should vacancies arise in the meantime, the Supervisory Board will endeavour to find a female candidate who would be suitable for joining the Supervisory Board.
With effect from 1 July 2019 and in accordance with Article 76 (4) AktG, the Management Board of PATRIZIA AG set a target of 20% for the share of women in the first management level below the Management Board, and a target of 30% for the second management level below the Management Board, both to be achieved by 30 June 2024. At present, the share of women in the first management level is 17% and 25% in the second management level. Until 30 June 2019, a target of 10% was applicable for the first management level and a target of 30% for the second management level. The target for the first management level was reached at this point. Due to the integration of SPI, TRIUVA and Rockspring and the corresponding change in the management structure of the Company, the target for the second management level could not be achieved at this time.
Perspectively, the Management Board and the Supervisory Board strive to achieve the statutory target ratio of 30% for both genders at all levels. When filling all positions in the company, but especially members of the Management Board and executives, the Management Board and the Supervisory Board attach paramount importance to the best possible skills and qualifications.
In 2018, the Management Board and Supervisory Board agreed on diversity concepts that are specific to committees in accordance with Article 289f (2) no. 6 HGB. These describe how PATRIZIA aims to fill senior management positions in a diverse manner with regard to aspects such as age, gender, education or professional experience.
The diversity concept for the Management Board defines diversity as a point of consideration in particular different, complementary professional profiles, management experience, vocational training and life experience, also internationally, and an adequate representation of both genders with appropriate qualifications. The concept of diversity includes the target ratio of 25% for the share of women on the Management Board.
The diversity concept for the Management Board and the requirements set out therein are taken into account by the Supervisory Board as part of the process for appointing members of the Management Board and for long-term succession planning. In its current composition, the Management Board meets all requirements of the diversity concept. The Management Board members cover a broad range of knowledge and experience as well as educational and professional backgrounds and have international experience.
The Supervisory Board should be composed in such a way that its members, as a whole, have the knowledge, skills and professional experience necessary to perform their duties properly. In addition, diversity should be considered when looking for qualified persons for the Supervisory Board, who would strengthen the Supervisory Board in its entirety in the context of these goals with specialist and management skills. The Supervisory Board should have a wide range of experience and different areas of expertise. In addition, the Supervisory Board as a whole should have a broad range of opinion and knowledge to develop a good understanding of the current status as well as the longer-term opportunities and risks associated with the business activities of the company and the Group.
The Supervisory Board's proposals to the Annual General Meeting for the appointment of the
Supervisory Board should take the diversity concept of the Supervisory Board into account to support appropriate election resolutions of the Annual General Meeting. However, the Annual General Meeting is not bound to the Supervisory Board’s proposals.
By its own assessment, the Supervisory Board fulfils the diversity concept in its current composition.
The members of the Supervisory Board have the required professional and personal qualifications. As a whole, they are familiar with the sector in which the company operates. The Supervisory Board also has an appropriate number of independent members. The Supervisory Board believes that at present all members of the Supervisory Board are independent as defined by Section 5.4.2 of the German Corporate Governance Code.
Augsburg, 28 January 2020
The Management Board
Wolfgang Egger Alexander Betz Karim Bohn Dr Manuel Käsbauer
CEO CDO CFO CTIO
Anne Kavanagh Klaus Schmitt Simon Woolf
CIO COO CHRO
The Corporate Governance Report of PATRIZIA AG can be found here.