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.
Declaration of Conformity 2022
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)
The Management Board and Supervisory Board of United Internet AG declare according to Section 161 AktG:
The United Internet AG has complied with the recommendations of the German Corporate Governance Code (“Code”) as last revised on 16 December 2019, on which the last Declaration of Conformity of 21 December 2021 was based, with the declared exceptions, and will continue to comply with the recommendations of the Code as most recently revised on 28 April 2022, which became effective upon publication in the Federal Gazette on 27 June 2022, with the following exceptions in future:
Formation of a nomination committees
The Supervisory Board does not form any other committees in addition to the Audit and Risk Committee, but performs all other tasks as a whole. The Supervisory Board considers this to be appropriate, as efficient plenary discussions and an intensive exchange of opinions are possible even with a six-member Supervisory Board. Accordingly, the Supervisory Board sees no need to establish a Nomination Committee.
Clauses G.1 to G.5
Remuneration of the Management Board — remuneration system
Taking into account the Act Implementing the Second Shareholders' Rights Directive ("ARUG II") and the new German Corporate Governance Code (“DCGK”), the Supervisory Board developed and agreed changes to the compensation system for members of the Executive Board.
With the recommendation to the Annual General Meeting in May 2021, the compensation system became the basis for employment contracts with Executive Board members concluded in the future. The remuneration system developed takes into account the recommendations in G.1 up to and including G.5 of the Code without any restrictions. Existing service contracts with Executive Board members remain unaffected by this, which is why the deviation from the recommendations in G.1 up to and including G.5 of the Code is explained.
Management Board remuneration – long-term variable remuneration (Recommendation G.10 of the Code)
According to G.10 of the Code, the variable remuneration components granted to members of the Management Board should be awarded primarily in the form of Company stock or on the basis thereof. Moreover, any such grants to members of the Management Board should be subject to a blackout period of four years. Share-based remuneration is awarded in the form of the Stock Appreciation Rights (SARs) plan as a long-term remuneration program for the Management Board. The term of this plan totals six years. Within this period of six years, a Management Board member can exercise a portion (25%) of the SARs awarded at certain points in time — at the earliest, however, after two years. This means that a Management Board member can already obtain a part of the long-term variable remuneration after a period of two years. The total amount of SARs can only be fully exercised for the first time after a period of five years.
On May 17, 2023, the Annual Shareholders’ Meeting amended the previously valid remuneration system for members of the Company’s Management Board. Accordingly, periods spent as a Management Board member of an affiliated company may be taken into account in full or in part when calculating the time limits.
The Supervisory Board is of the opinion that this system of long-term remuneration has proven its value and sees no reason to postpone any further the possibility of obtaining remuneration earned under the plan. The Supervisory Board believes that by linking the plan to the share price of United Internet AG and the Company’s possibility to issue shares to satisfy entitlements from the plan, Management Board members already participate appropriately in the risks and opportunities of United Internet AG. Since the plan has been designed with a term of six years and the SARs awarded can only be exercised proportionately over this term and at the earliest after two years, the Supervisory Board is of the opinion that the plan is ideally suited to achieving the desired retention and incentive effect in the interest of United Internet AG and that no changes are required. The fact that service periods as a Management Board member of affiliated companies can now also be taken into account is intended to enable the promotion of Management Board members within the Group.
Remuneration of the Management Board — withholding/clawback of variable remuneration
According to G.11 of the Code, the Supervisory Board should have the possibility to withhold or claw back variable remuneration in justified cases. The current service contracts of the Management Board members do not contain such provisions. A claw-back clause for the reclaim of variable compensation has been included in the new compensation system and will be taken into account in future service contracts to be concluded with Executive Board members.
Clause G.8, 9 and 12
Remuneration of the Management Board — remuneration system
According to G.8, 9 and 12 of the Code, agreed targets and target achievements as well as regulations on due dates and holding periods should not be changed retrospectively. The company reserves the right to deviate from this in justified cases in the context of the resignation of Management Board members, provided this is permissible within the framework of the applicable remuneration system.
Remuneration of the Management Board — benefits upon termination of contract
According to G.13 of the Code, payments to a Management Board member in the event of premature termination of Management Board activities should not exceed the value of two years’ remuneration and should not remunerate the member for a period longer than the remaining term of the service contract. If and when there is a post-contractual non-competition clause, any such severance payment should also be offset against the waiting period compensation. The service contracts for Management Board members do not currently provide such an offset option. However, there are plans to incorporate this option into the remuneration system and into newly concluded service contracts of the Management Board members (and any related termination agreements).
Montabaur, 16 December 2022
The Management Board On behalf of the Supervisory Board
Ralph Dommermuth Philipp von Bismarck