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 the responsible management and control of companies with a focus on long-term value creation. Key aspects of good corporate governance are efficient cooperation between the Executive Board and the Supervisory Board, respect for shareholders' interests and the openness and transparency of corporate communications.
Masterflex SE is a European stock corporation to which the SE Council Regulation additionally stipulates that the law of the stock corporation under German law applies. Accordingly, the Company is managed by the Board and the Supervisory Board. Masterflex SE attaches great importance to corporate governance. From the very beginning, the Executive Board and Supervisory Board have worked closely together for the benefit of the Company and maintained an intensive and continuous dialogue on the Company's development.
The Code (German Corporate Governance Code of February 2017) presents essential statutory regulations for the management and supervision of German listed stock corporations and contains internationally and nationally recognised 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 are to 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 of the Code and are intended to "increase the flexibility and self-regulation of the German corporate constitution".
The Board and Supervisory Board of Masterflex SE declare that the recommendations of the current version of the Code dated 7 February 2017 have been complied with since the last Declaration of Conformity dated December 2018, with the exceptions mentioned here, and will continue to be complied with in the future. The declaration is permanently available to Masterflex SE shareholders on the Company's website. All previously published declarations of conformity can also be found there.
Insofar as an external compensation expert is deemed necessary to assess the appropriateness of the Executive Board's compensation, care will also be taken to ensure that he or she is independent. However, in view of the expertise available within the Supervisory Board and the qualified support provided by the Company's legal advisors, it has not yet been deemed necessary to additionally consult a separate independent compensation expert.
With three members, the Supervisory Board of Masterflex SE is deliberately kept small in order to ensure that it can pass resolutions efficiently, quickly and flexibly thanks to its lean structures, as is the case throughout the Group. The fact that the Supervisory Board is composed of recognised experts is an important basis for Masterflex SE to work together in an ongoing dialogue to set the course for successful corporate development. Against this backdrop, it does not make sense to set up committees that would also require at least three members of the Supervisory Board.
In Mr. van Hall, we have a proven financial expert as Chairman of the Supervisory Board. If necessary, the Supervisory Board also makes use of qualified external support to assess difficult issues.
The detailed Corporate Governance Report pursuant to section 3.10 of the German Corporate Governance Code can be found in the 2019 Annual Report on page 36 onwards.