Corporate governance at SIMONA AG (SIMONA), as an exchange-listed German stock corporation, is determined primarily by the requirements of the German Stock Corporation Act (Aktiengesetz – AktG) and the provisions within the German Corporate Governance Code in its amended version.

The Management Board acts as the executive body of SIMONA; it is responsible for directing the company with the aim of achieving profitable growth for the purpose of safeguarding the company's future in the long term. The Supervisory Board of SIMONA, which is strictly separated from the executive body as regards composition, performs supervisory duties. In the interests of the company, the Management Board and Supervisory Board work in close cooperation.


Management Board
The Management Board develops the corporate strategy and ensures that this strategy is implemented accordingly. It is responsible for formulating company policy, planning investments, sales and human resources as well as managing the respective areas of business. The procedures relating to collaboration between the Management Board members as well as cooperation between the Management Board and the Supervisory Board are specified in by-laws. Among other aspects, the by-laws govern the individual duties and areas of competence, as well as defining the basis of collaboration with the Supervisory Board and determining transactions that are subject to prior approval. Ordinary Management Board meetings are convened by the Chairman of the Management Board. SIMONA uses the Balanced Scorecard (BSC) as a strategic management and monitoring instrument. Within this context, the Management Board is responsible for the BSC-related corporate goals, as well as being accountable for regularly reviewing the efficacy of the BSC process as part of an overall assessment of the management system and initiating adjustments to the BCS process and the BSC-related corporate goals. The BSC cascades down to the company's other management levels.

The Management Board currently consists of three members and has assigned individual duties relating to specific areas of management.


Supervisory Board
The Supervisory Board discharges its duties under legal regulations and the company's Articles of Association. It regularly advises the Management Board on issues relating to the governance of the company, in addition to assessing and monitoring its management activities.  It reviews the company's risk management and compliance. The Supervisory Board convenes regularly as part of scheduled and, where necessary, extraordinary meetings.  The Supervisory Board is assisted by the Audit Committee and Personnel Committee. Both committees regularly provide the Supervisory Board with extensive information relating to their activities. The Audit Committee is responsible mainly for addressing issues relating to accounting and year-end auditing, risk management and acquisitions.  The principal duties of the Personnel Committee are centred around compensation as well as the conclusion, amendment and termination of Management Board members' employment contracts.


Cooperation between Board of Directors and Supervisory Board
The Management Board and Supervisory Board consult with each other on a regular basis for the purpose of discussing the strategic positioning of the company. The Supervisory Board is directly involved in all decision-making processes of fundamental importance to the company. The Management Board informs the Supervisory Board as part of regular written and verbal reports, furnished in a timely and comprehensive manner.    The reports focus in particular on issues relating to corporate planning, the course of business and the position of SIMONA AG and its subsidiaries, including the risk situation, risk management, compliance and transactions of significant importance to the company.

The Chairman of the Supervisory Board regularly maintains contact with the Management Board, also in between meetings of the Supervisory Board and its committees, for the purpose of discussing issues relating to strategy, current business development and performance as well as risk management, in addition to consulting with the Management Board on specific issues and decisions considered to be of significance.  The Supervisory Board also deliberates on the implementation of the German Corporate Governance Code within the company and, where applicable, initiates measures aimed at fulfilling the new requirements, working in close cooperation with the Management Board.

Corporate Governance
The Management Board and Supervisory Board do not concur with all aspects of the Corporate Governance Code. A summary of departures from the Code was made available to the shareholders via the company's website as part of the updated Declaration of Conformity, dated 10 March 2011 and issued pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz  – AktG). Furthermore, the relevant points were explained as part of the Corporate Governance Report.

The members of the Management Board and details of their remit as well as the members of the Supervisory Board and its committees are listed on the Internet.

SIMONA AG Declaration of Conformity »

SIMONA AG
The Management Board