Here you will find all information on corporate governance in relation to Masterflex SE. Learn more about our Corporate Governance Report and the Articles of Association of Masterflex SE.
The term corporate governance stands for responsible management and control of companies geared to long-term value creation. Key aspects of good corporate governance include efficient cooperation between the Executive Board and Supervisory Board, respect for shareholder interests, and openness and transparency in corporate communications.
Masterflex SE is a European stock corporation to which, according to the SE Regulation, the law of the stock corporation under German law applies in addition. Accordingly, the management of the company is carried out by the Executive Board and the Supervisory Board. Corporate governance has a high priority for Masterflex SE. From the very beginning, the Executive Board and the Supervisory Board have worked closely together for the benefit of the company and have maintained an intensive and continuous dialog about the company's development.
The Code (German Corporate Governance Code in the currently valid version of April 28, 2022) represents essential statutory regulations for the management and supervision of German listed stock corporations and contains internationally and nationally recognized standards of good and responsible corporate governance (consisting of so-called recommendations and suggestions). The Code is intended to make the German corporate governance system transparent and comprehensible. The statutory provisions set out in the Code must be observed and complied with by the Company without exception. The Company may deviate from the recommendations contained in the Code. Such deviations are expressly provided for in the preamble to the Code and serve the best possible corporate governance through self-regulation and transparent explanation of the Code's contents.
The Executive Board and the Supervisory Board of Masterflex SE declare that the recommendations of the Code in the version of December 16, 2019 have been complied with to date with the exception of the deviations mentioned in the last Declaration of Conformity of December 2021 and that the recommendations of the Government Commission on the German Corporate Governance Code in the version of April 28, 2022 will be complied with in the future with the deviations mentioned below. The declaration is made permanently available to the shareholders of Masterflex SE on the website. All previously published declarations of conformity can also be found there.
Corporate planning and also corporate strategy take into account both financial and sustainability-related goals. The complete identification of all related risks and opportunities associated with the global activities of Masterflex SE as well as the analysis and evaluation of the effects on the company's activities is still ongoing. This also includes the processes and systems for recording and processing sustainability-related data.
With three members, the Supervisory Board of Masterflex SE has so far been kept deliberately small in order to be able to pass resolutions efficiently, quickly and flexibly through lean structures - as is the case throughout the Group. The composition of the Supervisory Board with recognized experts is an important basis for Masterflex SE to work together in continuous dialog to set the course for successful corporate development. The establishment of committees, which would also have to be staffed with at least three members of the Supervisory Board, does not make sense against this background.
In Mr. van Hall, we have a proven financial expert as Chairman of the Supervisory Board. Dr. Link, another member of the Supervisory Borad, has expertise in the field of auditing. If the Supervisory Board consists of only three members, it is now also the Audit Committee in accordance with section 107 (4) sentence 2 of the German Stock Corporation Act (AktG) in the version applicable from July 1, 2021, which is why the Chairman of the Audit Committee and the Chairman of the Supervisory Board are then held by the same person on the basis of this legal fiction. If necessary, the Supervisory Board will also call on qualified external support to assess difficult issues.
Masterflex SE is the only listed hose company which, in view of its internationality and group structure, is also relatively complex in relation to its revenue size. Therefore, there is currently no sufficiently representative and thus suitable selection of comparable companies, so that no peer group can be properly depicted. In the opinion of the Supervisory Board, the definition and disclosure of a representative peer group is therefore currently out of the question. Irrespective of this, comparative analyses of the development of compensation have of course also been carried out and this is traditionally monitored with a sense of proportion, so that the compensation of the Executive Board is appropriate and customary.
Insofar as an external compensation expert is considered necessary to assess the appropriateness of the Executive Board's compensation, attention is also paid to his independence. However, against the background of the expertise available on the Supervisory Board and the qualified support provided by the Company's legal advisors, it has not yet been considered necessary to additionally engage a separate independent compensation expert.
The long-term variable compensation (LTI) of the Executive Board members is not greater than the short-term variable compensation (STI) and is not share-based or invested in shares. The members of the Executive Board of the Company already hold a significant share in the Company's capital stock, which is why the long-term orientation of the variable compensation on the basis of the performance of the shareholding, as intended by the Code, is ensured in any case. As before, the members of the Executive Board can dispose of the variable amounts granted as LTI after three years, subject to continuous performance measurement over the entire assessment period, which also continues to reflect the characteristic of multi-year performance.
A so-called claw-back was not agreed with the members of the Executive Board, as from the point of view of the Company and in view of its previous management structure this would not have any separate effect on behavior, but from a risk perspective would regularly result in an increase in compensation.
As in the past, a change of control arrangement is provided for with the members of the Executive Board, which in the past also corresponded to a recommendation of the Code that the Company continues to regard as reasonable in the future. There will be no offsetting of payments in respect of a post-contractual non-competition clause agreed with the Company. There is also no offsetting of compensation for Supervisory Board mandates outside the Group, although the number of such mandates is limited and requires the prior approval of the Supervisory Board, which must also be notified of the compensation.
Gelsenkirchen, March 2023
Board and Supervisory Board
The Board of Masterflex SEThe Supervisory Board of Masterflex SE
The detailed Corporate Governance Report can be found in the 2022 Annual Report on page 14 onwards.
The current Articles of Association of Masterflex SE can be found here (as of June 2022 / available only in german language):
The Rules of Procedure for the Supervisory Board of Masterflex SE can be found here (as of December 14, 2021 / available only in german language):