Page: Corporate Governance

Corporate Governance

Pursuing Exemplary Business Management and Control 

INDUS has been a proponent of SME-sector values and principles for more than three decades. The values of transparency, fairness and reliability and of ethical conduct in accordance with legal requirements play a decisive role in this. The conduct of the management and supervisory bodies of INDUS Holding AG is governed by the principles of good and responsible corporate governance geared toward long-term success. Efficient and trusting cooperation are just as important as transparent internal and external communication and protecting the shareholders’ interests. The Board of Management and Supervisory Board have thus for years followed German Corporate Governance Code recommendations. This provides suggestions for good and responsible corporate governance based on accepted national and international standards.

  • Board of Management
    Media: INDUS_Gruppe_Vorstand_2019_bearbeitet_A3A7600

    The INDUS Holding AG Board of Management runs the company and manages its business activities. The Board determines the company’s strategic orientation, coordinates this with the Supervisory Board, and ensures its implementation. The Board of Management’s duties also include preparation of the quarterly, semi-annual, and annual financial statements of INDUS Holding AG and the INDUS Group. The Board of Management is comprised of four members. The Board’s members are Dr. Johannes Schmidt (CEO), Dr. Jörn Großmann, Axel Meyer and Rudolf Weichert. The age limitation policy adopted by the Supervisory Board for members of the Board of Management, which provides for a termination of the mandate at the age of 67, is complied with. 

    The Board of Management compensation system was reviewed in 2009 and presented by the Supervisory Board at the 2010 Annual Shareholders’ Meeting. The revisions provide for a sustainability component as well. In accordance with legal requirements, the compensation system consists of three elements: fixed salary, short-term incentives and long-term incentives. Variable components comprise roughly 40% of compensation; components with a multi-year measurement base and short-term variable components are weighted accordingly. 

    Further details can be found in the compensation report of the current Annual Report. 

  • Supervisory Board
    Media: Jürgen Abromeit

    The Supervisory Board of INDUS Holding AG appoints the Board of Management, provides guidance regarding company management and monitors management activities. Information on the focal points of Supervisory Board activity last year is available in the Supervisory Board’s report in the current Annual Report. 

    The Supervisory Board consists of twelve members. No member of the Supervisory Board performs or has performed executive, supervisory, or consulting functions at any significant competitors of INDUS. The Code recommendation is followed that no more than two former Board of Management members should be allowed on the Supervisory Board.  

    Supervisory Board compensation is governed by Section 16 (1) and (2) of the Articles of Incorporation. At the company’s extraordinary Annual Shareholders’ Meeting on November 29, 2018, the Articles of Incorporation were revised; this included, for the first time, the introduction of a fixed compensation for membership in Supervisory Board committees (excluding Mediation Committee). 

    Each member of the Supervisory Board receives compensation of EUR 30,000 and a meeting fee of EUR 3,000 per meeting, in addition to the reimbursement of expenses for his/her activities in the past financial year. The same applies for telephone and video conferences. The chairman receives twice the above two amounts, the deputy one and a half times. Members of the Supervisory Board who have not been members of the Supervisory Board during the entire financial year or who have held the chairmanship or the deputy chairmanship are only entitled to the remuneration pro rata temporis.  

    Each member of a Supervisory Board committee receives compensation in the amount of EUR 5,000 in addition to reimbursement of expenses for his/her activities in the past financial year. The chairman of the committee receives twice the amount mentioned above. Members of the committee who did not belong to the committee or chaired the committee for the entire financial year are only entitled to the compensation pro rata temporis. The aforementioned regulations do not apply to the committee pursuant to Section 27 (3) MitbestG.  

    Further details can be found in the compensation report of the current Annual Report. 

    The rules of procedure for the Supervisory Board can be found here.

  • Financial Statement Auditing

    Since the beginning of 2005, the consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS). As before, the separate financial statements of INDUS Holding AG are prepared in accordance with the German Commercial Code (HGB).  

    The consolidated and separate financial statements for the 2019 financial year were audited by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Cologne. The corresponding statement of independence in accordance with Item 7.2.1 of the German Corporate Governance Code was obtained by the Supervisory Board. 

    The election of the Group Auditor 2020 can be found here.

  • Risk Management

    In compliance with industry standards and legal regulations, INDUS Holding AG has established a risk management system to identify potential risks and observe and assess these across all functional areas. As an integral part of business, planning, accounting and controlling processes, the risk management system is integrated into the INDUS Holding AG information and communications system, and is a key element in the management system. The structuring of the risk management system is the responsibility of the Board of Management, which ensures that risks are managed actively. The objective of the risk management system is to identify, take stock of, analyze, assess, manage and monitor risks systematically. The Board of Management regularly, and as required by events, examines and revises the company’s risk register. 

    The fundamentals of the risk management system include the organizational integration of opportunity and risk processes into everyday operations, an adequate management structure, a coordinated planning system and detailed reporting and information systems. Accordingly, the risk management system involves the portfolio companies submitting reports on the status of and changes in material risks affecting the holding company. 

    As a result, opportunities and risks are continuously reassessed by the INDUS Board of Management. Both company-specific and external events and developments are analyzed and evaluated in this process. Further details can be found in our Annual Report. 

    Internal control and risk management system based on consolidated and separate financial statement data

    The scope and form of INDUS Holding AG’s accounting-related internal control system (ICS) are at the discretion of and the responsibility of the Board of Management. The Supervisory Board monitors the accounting process and the effectiveness of the ICS. 

    Risk report
  • Statements and Articles of Incorporation

    The Articles of Incorporation, Declaration on Corporate Governance and Code of Conduct of INDUS Holding AG reflect a business management governed by the principles of good and responsible corporate governance. Following the recommendations of the German Corporate Governance Code, the Board of Management and Supervisory Board jointly submit the statement of compliance required per Sec. 161 of the German Stock Corporation Act (AktG), made permanently available to shareholders via this website. 

    Documents

    Download ZIP
    Corporate Governance Report and Corporate Governance Statement 2019 (PDF, 112 KB) Code of Conduct (PDF, 65 KB) Articles of Incorporation (PDF, 460 KB) Declaration of Conformity 2019 (PDF, 207 KB) Declaration of Conformity 2018 (PDF, 207 KB) Declaration of Conformity 2017 (PDF, 79 KB) Declaration of Conformity 2016 (PDF, 72 KB) Declaration on Corporate Governance 2015 (PDF, 128 KB) Declaration on Corporate Governance 2016 (PDF, 326 KB) Declaration on Corporate Governance 2017 (PDF, 367 KB) Declaration on Corporate Governance 2018 (PDF, 69 KB)
  • Disclosable Securities Transactions

    Directors’ dealings in FY 2020

    Notification dated March 31, 2020
    Details of the person subject to the disclosure requirement: Dr. Johannes Schmidt
    Function: Chairman of the Board of Management
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: March 30, 2020
    Price per share: EUR 23.4387
    No. of items: 3,200
    Total amount traded: EUR 75,004.00
    Place: Tradegate

    Notification dated March 31, 2020
    Details of the person subject to the disclosure requirement: Jürgen Abromeit
    Function: Chairman of the Supervisory Board
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: March 30, 2020
    Price per share: EUR 23.1225
    No. of items: 3,500
    Total amount traded: EUR 80,928.85
    Place: Xetra

    Directors’ dealings in FY 2017

    Notification dated July 5, 2017
    Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
    Function: Member of the Supervisory Board
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Disposal
    Date: July 4, 2017
    Price per share: EUR 61.80
    No. of items: 4,000
    Total amount traded: EUR 247,200
    Place: Hanover

    Directors’ dealings in FY 2015

    Notification dated August 26, 2015
    Details of the person subject to the disclosure requirement: Rudolf Weichert
    Function: Board of Management
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: August 26, 2015
    Price per share: EUR 40.50
    No. of items: 5000
    Total amount traded: EUR 20,251
    Place: Quotrix

    Directors’ dealings in FY 2015

    Notification dated August 26, 2015
    Details of the person subject to the disclosure requirement: Dr. Johannes Schmidt
    Function: Board of Management
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: August 20, 2015
    Price per share: EUR 43.92
    No. of items: 500
    Total amount traded: EUR 21,960
    Place: Xetra

    Directors’ dealings in FY 2015

    Notification dated August 26, 2015
    Details of the person subject to the disclosure requirement: Jürgen Abromeit
    Function: Chairman of the Board of Management
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: August 19, 2015
    Price per share: EUR 43.46
    No. of items: 1,000
    Total amount traded: EUR 43,461
    Place: Frankfurt/Xetra

    Directors’ dealings in FY 2013

    Notification dated December 4, 2013
    Details of the person subject to the disclosure requirement: Jürgen Abromeit
    Function: Chairman of the Board of Management
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: December 4, 2013
    Price per share: EUR 27.87
    No. of items: 2,000
    Total amount traded: EUR 55,740
    Place: Frankfurt/Xetra

    Directors’ dealings in FY 2012

    Notification dated October 2, 2012
    Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
    Function: Member of the Supervisory Board
    Financial instrument: Share of INDUS Holding AG
    ISIN: DE0006200108
    Type of transaction: Purchase
    Date: September 26, 2012
    Price per share: EUR 18.77
    No. of items: 4,000
    Total amount traded: EUR 75,074
    Place: OTC

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