Compliance Declaration by the Management Board and Supervisory Board of Westwing Group SE on the German Corporate Governance Code ("GCGC") pursuant to Section 161 of the German Stock Corporation Act
The last Compliance Declaration of the Management Board and the Supervisory Board of Westwing Group SE (hereinafter referred to as the "Company") was issued on 15 December 2023.
In accordance with sec. 161 para. 1 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of the Company hereby declare that the recommendations of the German Corporate Governance Code, in the version dated April 28, 2022, which came into force by publication in the Federal Gazette on June 27, 2022 ("GCGC 2022"), will be complied with in the future and have been complied with to the extent required by the GCGC 2022 - since the last Compliance Declaration was issued, with the following exceptions:
- According to B. 3 GCGC 2022, the first-time appointment of members of the Management Board shall take place for a period of no more than three years. Deviating from this, Dr. Andreas Hoerning was appointed as Management Board member for a period of 3.5 years from July 1, 2022, onwards. Because Dr. Andreas Hoerning has been with the Company for several years before his appointment as Management Board member, the Supervisory Board already had a comprehensive picture of his skills and knowledge before his appointment. The Supervisory Board considered a first office term of 3.5 years as appropriate, also for the implementation of medium-term strategic decisions and objectives.
- According to C. 5 GCGC 2022, a Management Board of a listed company should not serve as Chairman of a Supervisory Board in a group-external listed company. The Chairman of the Supervisory Board of the Company is also a member of the Management Board of a group-external listed company established under the laws of Luxembourg. The Chairman of the Supervisory Board has declared to the Company that he has sufficient time to perform his duties as a member and Chairman of the Supervisory Board and that he can perform his mandate with due regularity and diligence. The Supervisory Board and the Management Board are convinced that the responsibility for both offices does not lead to any conflict of interest.
- G. 7 GCGC 2022, which recommends that the performance criteria for all variable remuneration components shall be defined in the respective previous year for the coming financial year, was and will be deviated from only with regards to the time component. The Supervisory Board defines these at the beginning of the relevant financial year, as the end of the previous year is waited for, in order to be able to adjust performance criteria accordingly if necessary.
Munich, 17 December 2024
For the Management Board
Dr. Andreas Hoerning
For the Supervisory Board
Christoph Barchewitz