Corporate Governance Code
The objective of corporate governance is the management and supervision of the company with the aim of a responsible and sustained creation of value. It is crucial here that the Executive Board and Supervisory Board work closely and efficiently together, that shareholders’ interests are respected and that corporate communications are open and transparent. The current version of the German Corporate Governance Code is available here:German CG Code
XING AG sets great store on the corporate governance regulations and is committed to ensuring the transparent, responsible management and supervision of the company. The joint Declarations of Conformity from the XING AG Management Board and Supervisory Board as laid down in Section 161 of the German Stock Corporation Act (AktG) regarding the German Corporate Governance Code (Deutscher Corporate Governance Kodex) are available below as a PDF file for download.
In accordance with Article 19 of the Market Abuse Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, persons discharging managerial responsibilities, as well as persons closely associated with them, must declare and publish without delay every transaction conducted on their own account relating to shares in their company. XING AG must ensure that these notifications are published without delay.
Please find the Directors’ Dealings notifications published by the XING AG here.
CORPORATE GOVERNANCE DECLARATION IN ACCORDANCE WITH SECTION 289a HGB
Declaration by the Executive Board and Supervisory Board of XING AG on the recommendations of the “Commission of the German Corporate Governance Code” pursuant to Section 161 of the Ger-man Stock Corporation Act (AktG)
The Executive Board and Supervisory Board herewith declare that since the last declaration of com-pliance was submitted, XING AG has complied and will comply with the recommendations of the “German Corporate Governance Code” (“the Code”) in the version dated 5 May 2015, with the fol-lowing exceptions:
3.8 (3) – D&O insurance deductible for Supervisory Board members
XING AG has taken out a D&O insurance for its Supervisory Board that does not include a deductible. The Executive Board and Supervisory Board take the view that a D&O insurance deductible does not constitute an adequate means of achieving the Code’s objectives. Deductibles of this kind are usually insured by the Executive members themselves, so that the actual purpose of the deductible is nullified.
4.2.3 (2) Compensation cap for Executive Board members
As set out in the newly drafted point 4.2.3 (2) sentence 6 of the Code, the amount of compensation for Executive Board members shall be capped, both overall and for individual compensation components. This recommendation could not be applied to those Executive Board contracts already existing at the time this amended Code recommendation came into effect. The Supervisory Board has again reviewed the existing Executive Board contracts in terms of overall and individual compensation components following the introduction of the newly drafted point 4.2.3 (2) sentence 6 of the Code and reflected on the impact of both overall and individual compensation components. The Supervisory Board’s renewed review ensures compliance with this Code requirement. In view of this, the Supervisory Board has opted not to amend the Executive Board’s existing contracts prior to their expiry. Executive Board contracts were extended during the reporting period, however, and – as is the case with new Executive Board member appointments - the new Code recommendation has been applied and corresponding caps introduced for the respective compensation components. When these extensions become effective in 2017, the Company will follow the recommendations of point 4.2.3 (2) sentence 6 of the Code.
5.3.3 - Formation of Supervisory Board committees
In derogation to the recommendation in point 5.3.3 of the Code, the Supervisory Board did not form a permanent Nomination Committee as it considers such not to be of any benefit in terms of increasing the efficiency of the Supervisory Board’s work. The Supervisory Board therefore considers it more useful to form a Nomination Committee for the Company as and when necessary.
5.4.1 (2) and (3) – Composition of the Supervisory Board
The Supervisory Board has not specified concrete objectives regarding its composition which, whilst considering the specifics of the enterprise, take into account the international activities of the enterprise, potential conflicts of interest, the number of independent Supervisory Board members in the sense of point 5.4.2, an age limit to be specified for the members of the Supervisory Board, a maximum tenure to be specified for members of the Supervisory Board, and diversity. These concrete objectives shall, in particular, stipulate an appropriate degree of female representation as long as the Code recommended this separately. Should the objectives of point 5.4.1 (2) of the Code not be specified, they will not be taken into consideration when nominating suitable Supervisory Board candidates and the objectives and status of implementation will not be published in the Corporate Governance report (point 5.4.1 (3) of the Code). In the past, the Supervisory Board has already taken expertise into consideration along with an age limit, internationality, potential conflicts of interest, the number of independent Supervisory Board members, and diversity, and intends to do so in future.
5.4.6 (1) – Compensation of Supervisory Board members
Up until the 2016 Annual General Meeting, the Vice Chairman of the Supervisory Board and mem-bers of committees have not been considered individually with regard to compensation of Supervisory Board members. Membership in and chairing of committees is now financially accounted for as per the amendment approved at the 2016 Annual General Meeting. As the number of occasions on which the Vice Chairman has represented the Chairman have been very few in the past, and since the received basic compensation is quite commensurate, both the Executive Board and Supervisory Board believe separate compensation to be unnecessary.
Cooperation between the Executive Board and the Supervisory Board
The Company holds the view that good and transparent corporate governance forms an integral part of its commercial success. The Executive Board and the Supervisory board place particular emphasis on a close, trusting and efficient working relationship with one another. Open communication and active and ongoing risk management are also fundamental requirements in this regard while orderly accounting and auditing are key aspects for corporate management aimed at ensuring sustained corporate success.
XING AG’s Executive Board and Supervisory Board conduct their activities according to applicable law, the Company’s Articles of Incorporation, and the Company’s internal rules of procedure. With a few disclosed exceptions, XING AG and its bodies follow the recommendations of the German Corporate Governance Code. In accordance with the law on equal participation of men and women in executive positions that came into effect in Germany on 1 May 2015, the Supervisory Board decided in June 2015 to strive for 33.3% female participation in executive positions by 30 June 2017. This percentage has in fact already been reached. In keeping with the current situation, the Supervisory Board has also stipulated a female participation level of 0% for the Executive Board. In June 2015, the Executive Board agreed to strive for 10% female participation at upper management level by 30 June 2017. This figure has already been exceeded.
The XING AG Executive is led by an internationally experienced management team, and is currently made up of four members. The Executive Board is responsible for managing the Company, defining its strategic alignment, and pursuing the aim of...
The XING AG Executive is led by an internationally experienced management team, and is currently made up of four members. The Executive Board is responsible for managing the Company, defining its strategic alignment, and pursuing the aim of increasing the Company’s value in the long term. Despite being responsible for individual areas of the business, each member of the Executive Board is fundamentally responsible for general management of the Company in accordance with the internal rules of procedure approved by the Supervisory Board. The members of the Executive Board inform one another with regard to all of the Company’s main dealings and activities. The Executive Board provides the Supervisory Board with regular, prompt and comprehensive reports, in writing and also orally, concerning the development of the Company, business activities, financing and investment plans, and personnel planning. The Executive Board has not formed any committees. It takes decisions in line with the internal rules of procedure, unanimously whenever possible, otherwise based on a simple majority of the votes cast. The Executive Board must first obtain prior consent from the Supervisory Board before performing a number of activities.
The Executive Board is aware of the high degree of responsibility it bears vis-à-vis employees, members of the XING platforms, and the general public, and undertakes its activities with great care.
The Supervisory Board currently consists of six members elected at the Annual General Meeting and only consists of shareholder representatives. The Supervisory Board conducts its business and monitors the Executive Board’s work with great care and to...
The Supervisory Board currently consists of six members elected at the Annual General Meeting and only consists of shareholder representatives. The Supervisory Board conducts its business and monitors the Executive Board’s work with great care and to the best of its knowledge and judgment.
As well as general reporting duties and obligations to monitor and advise the Executive Board as prescribed by law and the Company’s Articles of Incorporation, the Supervisory Board is also heavily involved in XING AG’s strategic and organisational decision-making processes. The Supervisory Board has approved internal rules of procedure which bindingly govern the work of the Executive Board and the Supervisory Board as well as their work with one another. The Supervisory Board’s internal rules of procedure stipulate that meetings are to be held once per quarter, but can be held more often as and when necessary. The Chairman of the Supervisory Board also maintains regular contact with the CEO between meetings in order to discuss any fundamental or urgent business.
The Supervisory Board has formed a three-person audit committee from among its members.
The audit committee is responsible for issues related to financial reporting, risk management, the internal management system and compliance. It monitors the financial reporting process and discusses the quarterly reports with the Executive Board prior to their publication. The audit committee also performs mandatory auditor independence checks, appoints an auditor, defines the main aspects of the audit, and agrees a fee with the auditor. The audit committee puts forward a proposal to the Supervisory Board for the latter’s auditor appointment proposal to be put to the Annual General Meeting. It also prepares the Supervisory Board’s decision with regard to the approval of the annual financial statements, consolidated financial statements and profit appropriation.
As of 1 January 2016, the Supervisory Board has also formed a three-person technology committee from its members. The technology committee has an advisory role and handles general questions related to technical organisation, cost structures and working methods within a technological environment, and also evaluates current software and hardware trends.
The Supervisory Board currently has no other permanent committees. The Supervisory Board holds the view that it is more effective and makes more sense to form additional committees as and when necessary.
Transparency and information
XING AG maintains an Investor Relations website for all shareholders and interested parties, containing detailed information on the Company in German and English. Annual and interim reports are published here immediately after being released. The...
XING AG maintains an Investor Relations website for all shareholders and interested parties, containing detailed information on the Company in German and English. Annual and interim reports are published here immediately after being released. The financial calendar for the Company can also be found here, as well as the Declaration of Compliance related to Section 161 AktG, the Company’s Articles of Incorporation, Information on Directors’ Dealings and information related to Section 10 WpHG. Shareholders can also retrieve information on the price movement of the XING AG share on the website.
Besides the conventional communication channels, the Investor Relations department at XING AG also set up a separate Twitter account to communicate all investor-related information about XING. It includes regular updates for shareholders about the current share price trend and key corporate information. XING shareholders and interested parties can find information via the following options:
Twitter: xing_ir (topics and news related to the stock market)
Twitter: xing_de (topics and news about the Company in German)
XING Blog (the XING AG corporate blog in German and English)
The Executive Board and Supervisory Board believe that good, long-term corporate governance also includes an active and continuous risk management policy. Permanent monitoring and management of risk is one of the key duties of every public company....
The Executive Board and Supervisory Board believe that good, long-term corporate governance also includes an active and continuous risk management policy. Permanent monitoring and management of risk is one of the key duties of every public company. For this purpose, XING AG has implemented an early recognition system in line with legal requirements and continuously develops it within the context of current market and company developments. The Group auditors inspected the functionality of the system, and confirmed. A complete risk report for FY 2015 can be found in the Annual Report.
Data protection and IT safety
Users of XING services provide the Company with a great deal of personal data. In doing so, they trust that their data is processed and used for the intended purposes and in line with applicable law. As a result, XING AG has high expectations of its...
Users of XING services provide the Company with a great deal of personal data. In doing so, they trust that their data is processed and used for the intended purposes and in line with applicable law. As a result, XING AG has high expectations of its own systems, particularly when it comes to meeting the data protection requirements of users, inspectors and data protection authorities.
XING AG is committed to upholding the strict German data protection regulations, and provides a series of security measures on its platform for all customers to prevent various security risks. XING AG’s data centres used to process data directly are located in Germany. XING AG also commissions selected third parties to processed data on its behalf. In addition, XING has assembled a team of employees within the Company to monitor the Company’s adherence to data protection regulations. Changes to data protection regulations are identified immediately, measures for monitoring and adhering to these regulations are analysed and modified whenever necessary. The Company inspects new platform functionalities before they are launched for possible privacy concerns. These features are only approved once all applicable data protection regulations can be definitively met.
The Company strives to uphold these high standards, and submits to regular inspections from independent external institutes in order to cast a light into the various technical aspects of the platform.
Feel free to contact me at email@example.com if you have any questions about investor relations at XING.
Director Investor Relations