DVFA Scorecard for German Corporate Governance

Responsible: DVFA Corporate Governance Commission

The methodology:

Goal of the Scorecard: to provide an extensive and comprehensive picture of the governance quality of listed German companies.
The structure and sections of the Scorecard reflect the chapters of the German Corporate Governance Code (DCGK).

It is based on:
- the "Should"-Recommendations (R) of the DCGK,
- the "Shall"-Suggestions (S) of the DCGK,
- the relevant sections (§§) of German company law (AktG),
- international governance standards (ICGN) (following relevant ICGN Global Corporate Governance Principles),
- additional best practices (BP)

The Socrecard has two main features:

- P-questions that can be dealt with by publicly available external sources (i.e. the company's publications and its website) and
- E-questions that need evaluation, individual appraisal and judgement that should also be a result of discussions with the company
(i.e. the particular quality points).
With this approach, a broad picture of the strengths and weaknesses of the individual company governance performance can be gained.

The degree of achievement is indicated in each case by setting the "X" in the appropriate column (1).

The total score is the aggregate of the individual section scores on the Results sheet.

Sections (in line with the official German Code): max. points E P
I. Shareholders and the General Meeting 7.00 5.00 2.00
II. Management Board 14.00 5.50 8.50
III. Supervisory Board 28.00 14.00 14.00
IV. Transparency & Governance 10.50 5.00 5.50
V. Reporting & Audit 10.50 5.50 5.00
Total: 70.00 35.00 35.00

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
Corporate Governance Scorecard for: Date:

Company Inc. 7/24/2020

Degree of fulfillment Standard Points E/P Source:

(1) weighting (3) = (1) × (2) DCGK (R) or (S) /
(2) Standard AktG (§§) /
subscore Best Practice (BP) /
ICGN Global Corporate
Governance Principles (ICGN)

I. Shareholders and AGM 1 0.5 0

Yes Partly No 10%

R (sec. 2.3.2) /
Does the company enable the appointment of representatives to exercise directed shareholder votes until
I.1
the start of voting on the individual agenda items? 1.00 0.00 P § 118 (2) AktG /
ICGN 8.4 / BP

Does the company allow shareholders to follow the full general meeting via means of modern
I.2
communication media (e.g. Internet)?
1.00 0.00 P S (sec. 2.3.3) / § 118 (4) AktG

Does the service provider forward voting instructions to the company not earlier than 24 hours before the
I.3
start of the general meeting?
1.50 0.00 E BP

R (sec. 2.2.1) /
Is there a binding vote changes or substantial amanedments of the executive's remuneration system at the
I.4
AGM?
2.00 0.00 E § 120 (4) AktG /
ICGN 6.5

Is there an obligation to convene a general meeting in case of 'bona fide' substantial transactions that
I.5
change the structure of the company?
1.50 0.00 E S (sec 3.7 para. 3) / ICGN 9.2 f)

Score: 0.00

Degree Total: 0%
E 0%
P 0%

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
Degree of fulfillment Standard Points E/P Source:
(1) weighting (3) = (1) × (2) DCGK (R) or (S) /
(2) Standard AktG (§§) /
subscore Best Practice (BP) /
ICGN Global Corporate
Governance Principles (ICGN)

II. Management Board 1 0.5 0

Yes Partly No 20%

II.1 Is there a published cap for the individual compensation of Management Board members? 2.00 0.00 P R (sec. 4.2.3)

Does the compensation system for members of the Management Board comprise variable, future oriented R (sec. 4.2.3 para. 2)
II.2 elements with long-term incentive targets and demanding performance targets that are measured over a 2.00 0.00 E § 87 (1) AktG
period of at least three years? BP / ICGN 6.2 & 6.3

Does the variable compensation component take into account both positive and negative developments R (sec. 4.2.3 para. 2)
II.3
(i.e. bonus/ malus system); is a clawback provision in place?
2.00 0.00 E
§ 87 (2) AktG / ICGN 6.2

Are multi-year, variable compensation components in case of premature contract termination, not paid out
II.4
ahead of schedule?
1.50 0.00 P R (sec. 4.2.3 para. 2)

II.5 Are the levels of provision and the annual pension expenditures transparently reported? 2.00 0.00 P R (sec. 4.2.3)

Are payments to a Management Board member on premature termination, including fringe benefits,
II.6 subject to a pay cap not exceeding two years’ compensation and limited to no more than the remaining 1.00 0.00 P R (sec. 4.2.3 para. 4)
term of the employment contract?
Does any member of the Management Board serve on not more than a total of three Supervisory Boards
II.7
in non-group listed companies (counting chairmanships twice)?
1.00 0.00 P R (sec. 5.4.5) / ICGN 1.5

II.8 Are first-time appointments of Management Board members made for a maximum of three years? 1.00 0.00 P S (sec. 5.1.2 para. 2)

Are the Management Board’s information and reporting duties to the Supervisory Board demanding and
II.9
formally specified (i.e. in the bylaws)?
1.50 0.00 E R (sec. 3.4) / BP

Score: 0.00
Degree Total: 0%
E 0%
P 0%

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
Degree of fulfillment Standard Points E/P Source:
(1) weighting (3) = (1) × (2) DCGK (R) or (S) /
(2) Standard AktG (§§) /
subscore Best Practice (BP) /
ICGN Global Corporate
III. Supervisory Board 1 0.5 0 Governance Principles (ICGN)
Yes Partly No 40%
III.1 Are there defined targets for the composition and a competence profile for the whole board? 1.5 0.0 P R (sec. 5.4.1)
Does the Supervisory Board as a whole possess adequate company-specific knowledge, management
III.2
experience and international diversity?
2.0 0.0 E R (sec. 5.4.1.) / BP / ICGN 3.1

III.3 Does the Chairman conduct meetings with investors on Supervisory Board specific topics? 1.5 0.0 P R (5.2.)
R (sec. 5.3.3) /
III.4 Is there comprehensive reporting about the work of the nomination committee for the general meeting? 1.5 0.0 P
ICGN 3.8

Is there a published profile of the knowledge, ability and expertise for candidates proposed for election to R (sec. 5.3.3., 5.4.1.) / BP /
III.5
the Supervisory Board on a current and permanent digital platform (i.e. the company's website)?
1.0 0.0 P
ICGN 3.4

Are the independent shareholder representatives individually identified in the annual report and in case of
III.6
board elections?
1.5 0.0 E R (5.4.1) / BP / ICGN 6.2

III.7 Is there a limitation on the maximum board tenure for supervisory board members? 1.0 0.0 E
III.8 Is there an age limit for supervisory board members? 1.0 0.0 E
R (sec. 5.4.1) /
III.9 Is there a majority of independent members in the audit and risk committees? 1.5 0.0 E
BP/ ICGN 5.5 / 7.9
Is the chairman of the audit committee independent and not the chairman of the Supervisory Board or a R (sec. 5.2 para. 2, 5.3.2) /
III.10
former member of the Management Board whose appointment ended less than two years ago?
1.5 0.0 E
ICGN 7.9
III.11 Does the audit committee have a financial expert in addition to the committee's chairman? 1.5 0.0 P R (sec. 5.4.2)

III.12 Are there no more than two former Management Board members on the current Supervisory Board? 1.0 0.0 P

Do the articles of association exclude special delegation rights to appoint candidates for the Supervisory
III.13
Board? 1.0 0.0 P BP / ICGN 3.5

Do representatives of the shareholders and of the employees regularly meet separately before the
III.14
Supervisory Board meetings?
1.0 0.0 E S (sec. 3.6) / BP

III.15 Does the Supervisory Board meet regularly without the Management Board? 0.5 0.0 E R (sec. 3.6 para. 2) / ICGN 2.6

Does the Supervisory Board examine its efficiency on a regular basis, providing a comprehensive report of R (sec. 5.6) / BP /
III.16
its methods and findings (by type of audit (external/internal))? 1.5 0.0 E
ICGN (1.2 j) / 3.7
III.17 Is the number of meetings attended by each individual member of the Supervisory Board published? 1.0 0.0 P BP
III.18 Are members of the Supervisory Board individually elected? 1.5 0.0 P R (sec. 5.4.3) / BP
III.19 Are members of the Supervisory Board individually discharged? 1.0 0.0 P R (sec. 5.4.3) / BP
Does the Supervisory Board receive regular updates on succession planning and the individual criteria
III.20
used for the Management Board?
1.0 0.0 E R (sec. 5.4.1 para. 1 and 2)

If members of the Supervisory Board receive performance-related compensation: Are short-term

III.21
parameters (such as dividends, past-year earnings) excluded?
1.0 0.0 P S (sec. 5.4.6 para. 2) / § 87 (1)

Are necessary training and other education measures of the Supervisory Board members reimbursed by
III.22
the company?
1.0 0.0 E R (sec. 5.4.5 para. 2)

Does the D&O policy for members of the Supervisory Board include a comparable deductible as for
III.23
management board members?
0.5 0.0 P BP / (§ 93 (2) sentence 3 AktG)

III.24 Is there an Onboarding-process developed and implemented for new Supervisory members? 0.5 0.0 E
Score: -
Degree Total: 0%
E 0%

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
P 0%
Degree of fulfillment Standard Points E/P Source:
(1) weighting (3) = (1) × (2) DCGK (R) or (S) /
(2) Standard AktG (§§) /
subscore Best Practice (BP) /
ICGN Global Corporate
Governance Principles (ICGN)

IV. Transparency and Governance 1 0.5 0

Yes Partly No 15%

IV.1 Are deviations from the DCGK 'Should-'Suggestions disclosed and explained? 1.0 0.0 P S (sec. 3.10)

IV.2 Is a variance analysis published for material changes from previous guidance on earnings and strategy? 1.0 0.0 E BP

R (sec. 5.5.3) /
IV.3 Are conflicts of interest and related party transactions disclosed on an ad hoc basis if necessary? 1.5 0.0 E
ICGN 9.3 & 9.4

IV.4 Are the rules of procedure/bylaws for the Supervisory and Management Boards accessible online? 1.0 0.0 P BP

IV.5 Does the company publish at least annually updated CVs of the Board members on its website? 1.5 0.0 P R (5.4.)

IV.6 Are the relevant limitations following III.7 and III.8 publicly disclosed? 1.0 0.0 P R (sec. 5.4.1)

Does the company provide meaningful reporting on sustainability topics pursuant to the criteria of EFFAS,
IV.7 1.5 0.0 E BP / ICGN 7.5
GRI and the German Sustainability Code?

Does the company combine financial and non-financial information in its reporting (e.g. through an
IV.8 1.0 0.0 P BP / ICGN 7.5
integrated reporting approach)?

DCGK Foreword /
Is there an institutionalised dialogue between the stakeholders and the company (e.g. via materiality
IV.9 1.0 0.0 E ICGN Preamble /
analysis and stakeholder forums)?
BP

Score: -
Degree Total: 0%
E 0%
P 0%

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
Degree of fulfillment Standard Points E/P Source:
(1) weighting (3) = (1) × (2) DCGK (R) or (S) /
(2) Standard AktG (§§) /
subscore Best Practice (BP) /
ICGN Global Corporate
Governance Principles (ICGN)

V. Reporting & Audit 1 0.5 0

Yes Partly No 15%

Does the company publish comprehensive interim reports, including key figures and explanations of
V.1 2.0 0.0 E BP
deviations from previous guidance?

R (sec. 7.1.2, sentence

Are half-year and other interim reports discussed by the Supervisory Board/Audit Committee with the
V.2 1.5 0.0 E 2) /
Management Board and auditors prior to publication?
ICGN 7.9 e)

Are the model tables provided in the DCGK used in reporting the compensation of individual Management
V.3 1.0 0.0 P R (sec. 4.2.5)
Board members?

Does the audit committee chairman maintain a regular dialogue with the Supervisory Board and the
V.4 1.0 0.0 E BP / ICGN 7.9
auditor, also outside the regular meetings?

Does the auditor inform the Supervisory Board (immediately and in the audit report) if it comes across facts
V.5 1.0 0.0 E R (sec. 7.2.3. para. 2)
which show an incorrect Declaration of Compliance pursuant to § 161 AktG?

Are non-audit-related fees payable to the auditor less than 30% of the fees for auditing of the entity or the
V.6 2.0 0.0 P BP / ICGN 7.8
entire company?

Does the company disclose the percentage of non-audit-related service fees when exceeding the
V.7 1.0 0.0 P BP / ICGN 7.9
threshold of 30%?

V.8 Does the term of the auditor last less than 10 years? 1.0 0.0 P BP

Score: -
Degree Total: 0%
E 0%
P 0%

© 2017 DVFA e.V.

DVFA Scorecard for Corporate Governance
Responsible: DVFA Corporate Governance Commission
For:
Company Inc. Total Corporate Governance Score

Date: raw in %
7/24/2020
Standard: - 0%
E-questions: 0% P-questions: 0%

I. Shareholders and AGM II. Management Board

Weighting: 10% max. 7.00 Weighting: 20% max. 14.00

Score: raw in % Score: raw in %
Standard: - - Standard: - -
E-questions: 0% P-questions: 0% E-questions: 0% P-questions: 0%

III. Supervisory Board IV. Transparency & Governance V. Reporting & Audit
Weighting: 40% max. 28.00 Weighting: 15% max. 10.50 Weighting: 15% max. 10.50
Score: raw in % Score: raw in % Score: raw in %
Standard: - - Standard: - - Standard: - -
E-questions: 0% P-questions: 0% E-questions: 0% P-questions: 0% E-questions: 0% P-questions: 0%

Rating levels:

100% - 90% Excellent

90% - 80% Very Good
80% - 70% Good
70% - 60% Satisfactory

© 2017 DVFA e.V.