We conduct our business responsibly and attach great importance to the long-term viability of the company.

The Management Board and Supervisory Board of United Internet AG regard it as their duty to secure the Company's continued existence and sustainable value creation through responsible corporate governance focused on the long term.

The corporate governance of United Internet is based on the German Corporate Governance Code.

Corporate Governance Declaration 2021

Declaration of Conformity by United Internet AG with regard to the recommendations of the German Corporate Governance Code in accordance with Sec. 161 German Stock Corporation Act (AktG)

In accordance with section 161 German Stock Corporation Act (AktG), the Management Board and Supervisory Board of United Internet AG declare that:

The Management Board and Supervisory Board of United Internet AG last submitted a Declaration of Conformity on March 16, 2021. Among other things, it explained the following deviations from the recommendations of the German Corporate Governance Code (the “Code”) in the version dated December 16, 2019 and published in the Federal Gazette (“Bundesanzeiger”) on March 20, 2020:

  • Formation of committees (Recommendation D.2/ D.3 of the Code)
  • Management Board remuneration – Remuneration system (Recommendations G.1 to G.5 inclusive of the Code)
  • Management Board remuneration – Long-term variable remuneration (Recommendation G.10 of the Code)
  • Management Board remuneration – Retaining/reclaiming variable remuneration (Recommendation G.11 of the Code)
  • Management Board remuneration – Benefits on contract termination (Recommendation G.13 of the Code)
  • Consideration of the Deputy Chair when setting compensation for Supervisory Board members (Recommendation G.17 of the Code)

As already explained in the Declaration of Conformity of March 16, 2021, the Audit and Risk Committee commenced its activities after the Annual Shareholders' Meeting 2021.

Furthermore, the Annual Shareholders' Meeting 2021 approved a remuneration system for the Management Board which takes into account the recommendations in G.1 to G.5, G11, and G.13 of the Code without restrictions and which will be the future basis for determining remuneration of Management Board members. For future service agreements, there is therefore only one deviation from recommendation G.10 of the Code for which the justification in the Declaration of Conformity of March 16, 2021 still applies. In the case of existing service agreements with Management Board members, however, the above mentioned deviations as explained in the Declaration of Conformity of March 16, 2021 initially still apply.

The resolutions regarding changes to Supervisory Board compensation and the compensation system for members of the Supervisory Board adopted by the Annual Shareholders' Meeting 2021 now take account of the increased time commitments of the Deputy Chair of the Supervisory Board, as well as of the Chair of the Supervisory Board, and of the members of the Audit and Risk Committee.

As a result, United Internet AG now complies with recommendations D.2/ D.3 and G.1 – G.5, G.11, and G.13, as well as G.17 (for newly appointed Management Board members), of the German Corporate Governance Code in the version dated December 16, 2019.

With regard to the past, the Declaration of Conformity of March 16, 2021 continues to apply.

Montabaur, May 27, 2021

For the Management Board
Ralph Dommermuth

For the Supervisory Board
Philipp von Bismarck