Governance Information • Nov 17, 2022
Governance Information
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Since its formation, q.beyond AG ("q.beyond") has been committed to good corporate governance and has viewed transparency and value-driven management as essential. The company therefore implements virtually all of the recommendations included in the German Corporate Governance Code and adheres to them in its daily work. Since submitting its previous Declaration of Compliance, the company has complied with the recommendations of the Government Commission "German Corporate Governance Code" in the version dated 16 December 2019 and, since its entry into effect, in the version dated 28 April 2022 with the following exceptions and will continue to comply with the recommendations contained in the version dated 28 April 2022 with the following exceptions:
Until 30 September 2022, the Management Board consisted of only one member. The appointment of just one Management Board member meant that it was not possible to account for diversity considerations. Since 1 October 2022, the Management Board has consisted of two members. The Supervisory Board intends to comply with the recommendation once again and, on 17 November 2022, adopted a diversity concept for the Management Board.
Since the entry into effect of the new version of the Code, the Supervisory Board competence profile should also comprise expertise regarding sustainability issues relevant to the company. The Supervisory Board took the new version of the Code as an opportunity to review its objectives for the composition and competence profile of the overall board and, on 24 October 2022, extended the competence profile to include the relevant expertise. Since that date, the company has complied with this recommendation.
In q.beyond's opinion, the recommendation made in the German Corporate Governance Code does not specify clearly enough which relationships of a candidate must be disclosed and the extent to which such disclosures are required to be made for proposed elections at the Annual General Meeting in order to comply with the recommendation. In the interests of legal certainty with respect to future elections to the Supervisory Board, the Management Board and Supervisory Board have decided to declare a divergence from the recommendation. q.beyond believes that the existing disclosure requirements set out in § 124 (3) and § 125 (1)
AktG are sufficient to meet the informational needs of shareholders and will, at an appropriate date, investigate and decide – voluntarily and without binding itself to the Code's recommendation – whether to disclose additional information about candidates proposed for election at the Annual General Meeting.
Cologne, 17 November 2022
On behalf of the Management Board On behalf of the Supervisory Board
Jürgen Hermann Dr. Bernd Schlobohm
q.beyond AG Zentrale Mathias-Brüggen-Straße 55 · 50829 Köln [email protected] · www.qbeyond.de HRB-Nummer 28281, Amtsgericht Köln Vorstand Jürgen Hermann (Vorsitzender), Thies Rixen Aufsichtsrat Dr. Bernd Schlobohm (Vorsitzender)

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