Corporate Governance

For PATRIZIA Immobilien AG, a responsible corporate policy based on sustainable value creation forms the basis of our business dealings and has established itself as the norm in our dealings with each another. PATRIZIA acknowledges the need for management and supervision of the company aiming at long-term commercial success, and this is the benchmark to be measured by.

For PATRIZIA, responsible and transparent corporate governance is one of the core elements of long-term success. The corporate governance principles of PATRIZIA Immobilien AG are essentially incorporated in the Company’s Articles of Association as well as the bylaws of the Managing Board and Supervisory Board. The rules of conduct that apply throughout the Group reflect further aspects of these.

In addition to changing legal regulations, we see lasting principles expressing the moral values and placing on us a responsibility for our actions. It is PATRIZIA´s opinion that the first and foremost duty of the Company and its representatives is to develop and enhance the confidence of shareholders, investors, business partners, customers and our own employees in a sustained and value-based system of corporate governance. We attach great importance to presenting the performance of our business and the associated opportunities and risks in a fair and transparent manner.

A revised version of the German Corporate Governance Code became effective on 12 July 2015. The Managing Board and Supervisory Board issued the declaration of conformity pursuant to Article 161 Aktiengesetz (AktG ‒ German Stock Corporation Act) in December 2016. The recommendations and suggestions of the German Corporate Governance Code are applied with only a few exceptions. The current and all preceding declarations of conformity are available on the website of PATRIZIA.

Information on the Managing Board and the Supervisory Board and their methods of working is contained in the Declaration on Corporate Management pursuant to § 289a of the Handelsgesetzbuch (HGB – German Commercial Code).

Compensation Report

The compensation paid to the Managing Board and Supervisory Board of PATRIZIA Immobilien AG in the fiscal year 2016 is disclosed in the Management Report for the Group and in the Notes to the Consolidated Financial Statements within the 2016 Annual Report. To illustrate the Managing Board compensation the recommended template of the Corporate Governance Code is used. The principles of the compensation system are explained in the Management Report of the Company and the Group.

Share Dealings of Executive Body Members

Executive body members of PATRIZIA Immobilien AG as well as related parties are obliged to disclose the purchase and disposal of equities of PATRIZIA Immobilien AG (so-called directors’ dealings) if the total amount of transactions in a calendar year equals or exceeds EUR 5,000. In the fiscal year 2016 there were no share transactions pursuant to Article 15a of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act).

Shares held directly and indirectly by the Managing Board members of PATRIZIA Immobilien AG are exceeding 1%. The total ownership as of 31 December 2016 can be broken down as follows:

Number of shares
Percentage of share capital
Wolfgang Egger, indirectly and directly via First Capital Partner GmbH
43,333,938
51.62%
Karim Bohn
-
0%
Klaus Schmitt
128,840
0.15%
Total
43,462,778
51.77%

From the members of the Supervisory Board, Alfred Hoschek held 159.317 shares or 0.19% stake in the Company as of 31 December 2016.

Transactions with related Companies and Individuals

The members of the Managing Board and Supervisory Board or related parties also effected transactions with PATRIZIA Immobilien AG and its subsidiaries in the fiscal year 2016. A list of transactions complying with standards customary in the sector can be found in each year´s Notes of the annual report. No members of the Managing Board or Supervisory Board were involved in any conflict of interest.

Further information:
German Corporate Governance Code (in German only)