Corporate Governance

Serviceware SE places great value on good corporate governance. It supports the German Corporate Governance Code as an important instrument for the further development of company management and supervision oriented on the capital market. Our company is committed to responsible corporate management that is focused on a sustainable increase of the enterprise value.

 

 

Declarations of conformity

Directors' Dealings

Notice on voting rights

CVs of the members of the Serviceware SE administrative board

Christoph Debus

Christoph Debus, born in 1971, acts as Chairman of Serviceware since February 2018.

Since March 2022, Christoph Debus is the CFO of FlixMobility SE.

After graduating as an industrial engineer from the Technical University of Darmstadt and the École Centrale Lyon, he began his career in 1998 as strategy consultant at Roland Berger. During this time, he primarily advised global companies in the automotive and aviation industries before becoming a Partner at the end of 2002.

In January 2005 Christoph Debus joined the airline Condor as CFO, being responsible for Finance, Controlling, IT and HR.

In June 2009 he became Chief Commercial and Chief Operating Officer of Air Berlin and headed the areas Sales, Revenue Management, Network, Operations, IT and HR.

In September 2012, Christoph Debus became CEO of  the Condor/Thomas Cook Airlines Group, the tenth largest European Airline. Under his leadership five European airlines in Belgium, Germany, Nordics, Spain and UK were integrated into one airline group, which consistently delivered substantial profits and revenue growth.

Christoph Debus is married and has three children.

 

Harald Popp

Harald Popp, born in 1971, acts as CFO and Deputy Chairman of Serviceware SE and Chairman of the Supervisory Boards of Catenic AG and cubus AG. After having completed his bank apprenticeship at Deutsche Bank AG, Mannheim,

Harald Popp studied industrial engineering at the University of Karlsruhe, where he graduated in 1999. In 1998, he co-founded PM Computer Services Verwaltungs GmbH, Bad Camberg, Germany, and PM Computer Services GmbH & Co. KG, Bad Camberg, Germany, where he served as a Managing Director until 2018. In 2003, Harald Popp co-founded helpLine CLM AG, Baar, Switzerland.

Harald Popp is German, married and has three children.

 

Ingo Bollhöfer

Ingo Bollhöfer, born in 1970, acts as a member of the adminstrative board of Serviceware SE and of the supervisory boards of Catenic AG and cubus AG.

Mr Bollhöfer studied industrial engineering at the Technical University Darmstadt, where he graduated in 1998.

His professional career began in 1998 at tIME startup GmbH, Frankfurt am Main, Germany, where he was a Business Development Manager.

In February 1999, Ingo Bollhöfer joined PM Computer Services GmbH & Co. KG, Bad Camberg, Germany, where he served as Head of Professional Services until July 2009 and as Head of Product Management & Marketing since August 2009. Between December 2003 and January 2018, Ingo Bollhöfer was also a Managing Director of helpLine GmbH, Bad Camberg, Germany.

Ingo Bollhöfer is German, married and has one child.

Corporate Governance Statement according to §§289f, §315d HGB

1. Declaration of conformity

The declaration of conformity in accordance with § 161 AktG is available on the website of the company under “Company”, “Investor Relations”, “Corporate Governance” in the section “Declarations of conformity”:

German: https://serviceware-se.com/de/investor-relations/corporate-governance

English: https://serviceware-se.com/investor-relations/corporate-governance

 

2. Compensation

The applicable compensation scheme in accordance with § 87a Para 1 and 2 Sentence 1 AktG (German Stock Corporation Act) and the last resolution on compensations in accordance with § 113 Para 3 AktG are available on the website of the company in the section “Company”, “Corporate Governance” under “Compensation Schemes”:

German: https://serviceware-se.com/de/investor-relations/corporate-governance

English: https://serviceware-se.com/investor-relations/corporate-governance

 

3. Information about the management practices which are applied beyond the statutory requirements

Serviceware SE has implemented a company-wide risk management system which is continuously being developed further. The business goals, internal corporate processes and risk control measures are reviewed by means of the controlling systems, processes and reporting standards applied. A detailed description of these internal risk management and controlling systems can be found in this Management Report.

The executive management of the company complies with the applicable laws, the Statutes of Serviceware SE as well as the internal rules of procedure. There are no more extensive publicly accessible qualified corporate management practices.

 

4. Functioning of the Administrative Board and the Managing Directors

Serviceware SE has a monistic management and control structure. The monistic system is characterised in accordance with Art. 43-45 SE-VO (SE Regulation) in conjunction with §§ 20 SEAG (SE Implementation Act) by the fact that the management of the SE is carried out by a uniform body, the Administrative Board. The Managing Directors are conducting the current operations of the company by implementing the base lines and targets laid down by the Administrative Board. Another body is the General Meeting.

 

4.1. Administrative Board

The Administrative Board of Serviceware SE manages the company, determines the baselines of its activities and supervises the implementation by the Managing Directors. It appoints and dismisses the Managing Directors. In accordance with the Statutes, the Administrative Board has three members, who must be elected by the General Meeting. The current members of the Administrative Board are Mr. Christoph Debus (Chairman), Mr. Harald Popp and Mr. Ingo Bollhöfer.

Mr. Debus was appointed with effect from the end of the general meeting on 6 May 2021 until the end of the general meeting which resolves on the discharge of the members of the Administrative Board for the fourth fiscal year after the beginning of the (new) term of office. The other members have been appointed with effect from the end of the general meeting on 15 May 2019 until the end of the general meeting which resolves on the discharge of the members of the Administrative Board for fiscal 2020/2021.

The Administrative Board meets at least every three months to deliberate about the development of the business and its prospects. The Administrative Board had five ordinary meetings in fiscal 2020/2021. In accordance with the rules of procedure of the Administrative Board, the overall Administrative Board may instruct individual members of the Administrative Board with the implementation of the resolutions and the execution of measures and set up committees of the Administrative Board. The Administrative Board which consists of the minimum number of three members acts, however, at the same time as audit committee. At present there are no other committees of the Administrative Board.

In the summer of 2021, the Administrative Board carried out a self-assessment for the first time. This self-assessment was supported by a questionnaire drafted by a working group of the DGB Working Group on Co-determination under the auspices of the Hans Böckler Foundation. The result was positive and no need for action resulted from it.

 

4.2. Managing Directors

The Managing Directors conduct the business of the company with the goal of creating sustainable added value under their joint responsibility. They implement the baselines and instructions which are elaborated by the Administrative Board. This body is currently composed of three members, namely Mr. Dirk K. Martin (CEO), Mr. Harald Popp (CFO) and Dr. Alexander Becker (COO). The Managing Directors inform the Administrative Board regularly, promptly and comprehensively about all relevant issues concerning corporate planning, business developments, the risk situations, risk management and compliance. They deal with deviations of the business development from the defined plans and goals by stating the corresponding reasons.

The Managing Directors are obliged to immediately disclose all conflicts of interests vis-à-vis the Administrative Board and to inform the other Managing Directors accordingly. They may only take over sideline activities, and, more particularly, mandates on supervisory boards and comparable mandates outside the Serviceware Group, with the prior consent of the Administrative Board. During the past fiscal year there have not been any conflicts of interests among the Managing Directors of Serviceware SE.

 

5. Targets for the Women’s Quota

At the staffing of the management positions of Serviceware SE as well as on the two levels below the Managing Directors, it matters for the Administrative Board in accordance with the requirements under the German Stock Corporation Act that the female or male candidate has the skills, knowledge and experience which are a prerequisite to the management’s activities. We promote women at Serviceware to a special extent and really wish women to take over more responsibility at Serviceware. At the same time, the Administrative Board has to note that the women’s quota as a whole but also in management positions is in the IT industry significantly lower compared to other industries. It is, therefore, comparatively more difficult to staff open positions with women in the different corporate functions and hierarchies. By contrast, the Administrative Board believes that criteria such as gender of the candidate are of secondary importance, even if diversity is expressly welcomed. In addition, it has to be considered that the male members of the Administrative Board and the Managing Directors have long-term contracts or should be retained by Serviceware on a long-term basis against the backdrop of their qualifications. This is why a target women’s quota of zero percent was defined.

 

6. Diversity Concept

The composition of the Administrative Board and the Executive Management are based exclusively on knowledge, skills and specialist experience of the different candidates. No age limit or maximum term for Managing Directors or members of the Administrative Board have been laid down. With a view to age and the term the company believes that there is no reason for such limits. No limit for membership has been defined and according to the Administrative Board it does not make sense given, more particularly, the shareholder structure. Criteria such as the gender of the candidate are at present considered by the company of secondary importance, even if diversity is expressly welcomed. It is intended to continue to stick to these principles in order to secure experience and skills. The Administrative Board believes that proposals for the composition of the Administrative Board and the Executive Management should be decided individually in the respective concrete situation and without the elaboration and publication of a concept.

 

Compensation System

The compensation system for the Managing Directors consists of a fixed basic compensation, payable on a monthly basis, which takes into account the tasks and performance of the respective Managing Directors, a short-term variable compensation in the form of an annual bonus, which depends on the achievement of the annual performance targets of the company, and a long-term compensation, which is directly linked to the value development of the company and is thus intended to create an incentive for a sustainable commitment in support of the company. The targets for the short- and long-term variable compensation are derived from the corporate strategy of Serviceware SE. The long-term variable compensation is granted partly cash-based and partly share-based in the form of stock options. The options may be exercised at the earliest four years after they have been granted, provided that the performance target has been achieved.

The members of the Administrative Board receive a fixed compensation in addition to a reimbursement of their expenses for the respective fiscal year. The Chairman of the Administrative Board may receive in addition a variable compensation in the form of an option to acquire shares in the company, provided that he is not also a Managing Director. The conditions of acquisition are to be based on the respectively applicable stock option plan for the Managing Directors. As far as further details on the compensation scheme for Managing Directors and the Administrative Board are concerned, reference is made to the content of the compensation scheme approved by the general meeting of 6 May 2021, which is available on the website of the company in the section “Company”, subsection “Corporate Governance” under “Compensation Systems”.

Compensation system for the executive directors and board of directors dated May 6, 2021 (German)

Contact

Axel Mühlhaus
edicto GmbH
Eschersheimer Landstraße 42
60322 Frankfurt a. M.
Germany


+49(0)69/90550552
+49(0)69/90550577
serviceware@edicto.de