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Westwing Group SE Governance Information 2021

Dec 20, 2021

488_cgr_2021-12-20_ec84747b-516a-4186-b0e0-1b440a17e308.pdf

Governance Information

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Compliance Declaration by the Management Board and Supervisory Board of Westwing Group AG 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 AG (hereinafter referred to as the "Company") was issued in December 2020.

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 16 December 2019, which came into force by publication in the Federal Gazette on 20 March 2020 ("GCGC 2020"), will be complied with in the future and have been complied with – to the extent required by the GCGC 2020 - since the last Compliance Declaration was issued, with the following exceptions:

  • According to C. 5 GCGC 2020, 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 groupexternal, 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.
  • Section G.I GCGC 2020 comprises recommendations on the remuneration of the Management Board, from which partially deviations are made:
    • G.7 GCGC, 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 with regardsto the time component. The Supervisory Board establishes this at the beginning of the relevant financial year, as the end of the previous year is awaited for, in order to be able to adjust performance criteria accordingly if necessary.
    • The Company adheres to its legal obligations (in particular sec. 162 of the German Stock Corporation Act (AktG)) with regard to the publication of the target settings and achievement and does not provide any further information, as in the case of strategically important targets, this may conflict with the Company's confidentiality interests and its publication may result in a not insignificant disadvantage. G.9 GCGC, which recommends respective publication for purpose of comprehensiveness, has been and is partially deviated from in this respect.

Munich, 20 December 2021

For the Management Board For the Supervisory Board

Stefan Smalla Christoph Barchewitz