Corporate governance is the set of processes, policies, laws, and institutions affecting the way a company is directed, administered and controlled.
Effective corporate governance is designed to add value over time. Corporate governance rules require that a company’s management and control is based on a sense of responsibility. By adhering to good principles of corporate governance we promote trust among national and international investors, business associates, the general public as well as our employees.
Main aspects of our corporate governance are effective cooperation between the Management Board and the Supervisory Board, paying attention to the interests of our shareholders and openness and transparency of corporate communications.
Declaration of Compliance
KHD Humboldt Wedag International AG is a listed Aktiengesellschaft (German public limited company), and its corporate governance is primarily determined by the German Stock Corporation Act, and also by the requirements of the German Corporate Governance Code in its respective current version.
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Corporate Governance Statement
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Code of Conduct
KHD Humboldt Wedag International AG and its direct and indirect affiliates (altogether “KHD”) is a global Group with activities in many countries and different cultures.
In our Code of Conduct we defined our standards of ethical behavior required of all employees and officers of KHD as well as all directors and agents acting on behalf of KHD. Although laws differ from country to country, our values and the requirements of our Code of Conduct transcend national boundaries.
The trust and confidence of our business partners, customers, shareholders, authorities and the public in the responsible conduct of all KHD employees in accordance with the law is of major importance for the image and success of our company. The demands which we place on the actions of people working for KHD correspond with an obligation on the part of KHD to inform and assist them accordingly.
Our Code of Conduct is designed to provide a broad and clear understanding of the appropriate conduct in a number of sensitive areas, as it is expected of every employee around the world where KHD does business.
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Articles of Association
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Good corporate governance is a high priority for the Management Board and the Supervisory Board of KHD Humboldt Wedag International AG and its subsidiaries (‘the Company’). This includes providing open, timely, and regular information and communication to our shareholders and other investors, business partners, employees and to the public. In order to achieve this objective and to set out clear rules and procedures for both the Company and those seeking information from us, we have developed this investor relations policy which is regularly reviewed and updated as required (‘Policy’). The main objective of the Policy is to ensure that all shareholders have equal and sufficient access to relevant and share price sensitive information. All Company employees and external investor relations partners are instructed to strictly adhere to the Policy. Any person seeking information is requested to do this within the framework provided by the law, the Company’s Articles of Association and this Policy. We do not support any person who is trying to obtain information in any other manner, in particular by contacting persons who are not in charge of investor relations.
Contacts with the capital markets are dealt with by the Management Board, the Company’s investor relations service providers, and from time to time, other persons specially mandated by the Management Board, the names of which are published on our website. Only the persons identified on our website are authorized to communicate with the capital markets and only within the scope defined by the Company. Communication regarding financial results and our corporate strategy is strictly limited to our Chief Executive Officer and Chief Financial Officer. No other corporate representatives meet, comment or communicate with the capital markets unless otherwise agreed by the Management Board. On such occasions other corporate management and specialists may be available for the capital market in relation to their own field of expertise.
The contacts between the Company on the one hand and investors, analysts and other stakeholders on the other are carefully handled and structured and the Company will not engage in any acts that compromise the independence of analysts in relation to the Company and vice versa.
Regular Reporting, Information, Ad-hoc disclosure
The Company reports on its business development and results two times a year via an annual and a half-year report.
Furthermore, the Company provides shareholders and other stakeholders in the financial markets with equal and simultaneous information on matters that may influence the share price by way of ad-hoc disclosure in accordance with Article 17 of the Market Abuse Regulation.
Annual General Meeting, Press Releases
The Company communicates with all of its investors and analysts by organizing in particular the Annual General Meetings. The ordinary Annual General Meeting normally takes place within the first six months of each financial year. Among other things, the Annual General Meeting is a platform to decide on the appropriation of net retained profits, granting discharge to the members of the Management Board and Supervisory Board and the appointment of the independent auditors. Amendments to the Articles of Association and measures which change the Company’s share capital are approved exclusively at the Annual General Meeting and are implemented by the Management Board.
The Company also communicates by means of briefings, and press releases. For further information please view this website which includes the financial calendar and relevant events.
In case meetings with investors (bilateral and general) are held, the Company always observes applicable rules concerning selective disclosure, equal treatment of shareholders and insider trading.
Except where expressly marked or confirmed as such in writing and as may be contained in the financial reporting, the Company is not giving guidance, and no other information or communication can be construed as guidance. Analysts’ reports and valuations are not assessed, commented upon or corrected, other than upon request – and then at the discretion of the Company and factually. The Company does not pay any fee(s) to parties for carrying out research for analysts’ reports or for the production or publication of analysts’ reports.
If the Company provides guidance, the guidance generally will relate to the Company’s anticipated revenues as well as the anticipated earnings before interest and taxes for the current financial year. The Company will usually publicly disclose this guidance on an annual basis followed by publicly disclosed updates or affirmations that generally occur in connection with the public release of financial information. If required, the Company will publicly disclose updates at other times depending on the circumstances. In addition, the Chief Executive Officer and Chief Financial Officer of the Company may determine to provide guidance for a longer or shorter time frame as the situation requires. Depending on when the Company publicly commented on guidance, neither the investor relations department of the Company nor any external service provider will comment on a prior public statement about guidance other than to refer to the last time guidance that was publicly given.
Excluded Information, Limited Information
Subject only to applicable securities law, the Management Board may from time to time determine which information, or which type of information shall not form part of investor communication. In particular, the Company will not comment on their shareholder base and the price of its shares.
Visitors are welcome, subject to prior announcement and specific invitation. In cases of personal meetings the Company will determine Company participants as well as the scope and time of discussion.
The Company maintains a three weeks quiet period before the planned release of the annual and half-year report. During these periods the Company does not comment on financial goals and does not take part in meetings nor presentations with analysts or investors.
Investor and Media Contacts
The Company’s Investor Relations contact information can be found at the end of each Investor Relations page.