Public Corporate Governance Codex (PCGC)

FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH

Public Corporate Governance Report 2013

March 21, 2014

FIZ Karlsruhe is a not-for-profit organization with the mission “to provide scientific information to researchers and scientists, to develop appropriate products and services for a scientific information infrastructure, and to make them available to the public. To this end FIZ Karlsruhe also carries out research and development on its own initiative. The aim is to strengthen the transfer of knowledge in Germany and abroad and to support the promotion of innovation as well as the collaboration in science and research1”.

FIZ Karlsruhe is a member of the Leibniz Association (WGL) which consists of 90 German scientific institutions2 that are jointly funded by the German Federal Government and the Federal States.

Compliance with the Public Corporate Governance Codex (PCGC), which contains essential statutory regulations as well as nationally and internationally recognized principles of good corporate governance, is recommended for corporations in which the Federation owns any share of interest. Compliance with the PCGC has been agreed in the new amendment to the Articles of Association (art. 22)3.

FIZ Karlsruhe considers good and responsible corporate governance that is oriented towards value generation on the long term and complies with national and international standards an essential part of its self-image and a key factor for its success as an enterprise.

The number of women in executive positions at FIZ Karlsruhe is already above average.4 FIZ Karlsruhe’s employment policy also considers a reasonable percentage of employees with a handicap5 and complies with the German Social Security Code IX (SGB IX).

FIZ Karlsruhe hereby submits the Public Corporate Governance Report 20136.

In accordance with art. 6.1. of the Public Corporate Governance Code, the President & CEO and the Supervisory Board of FIZ Karlsruhe hereby confirm that most of the recommendations of the PCGC were complied with in 2013. Cases where we chose to proceed differently are explained in the report (items 1 and 2)7.

1. Management and Supervisory Bodies

1.1 President & CEO and Senior Management
The company has a President & CEO who is authorized to act as the company’s sole representative. This corresponds to the provisions of art. 16, para. 1 of the Articles of Association according to which the company may be represented by one or more CEOs. The President & CEO is supported by the Senior Management Team which consists of the Vice Presidents. The Vice President IT, Development and Applied Research and the Head of Finance are Prokuristen (authorized signatories). As a rule, strategically significant business transactions, or those involving legal or financial obligations, are jointly signed by the President & CEO and one of the Prokuristen (dual control principle). This arrangement has proven successful in our business operations.

1.2. Supervisory Board
The members of the Supervisory Board are appointed by the shareholders (the Shareholder’s Meeting) according to art. 12 (2) of the Articles of Association. The chairperson and one more member are appointed by the Federal Republic of Germany in its function as a shareholder. The deputy chairperson and two more members are appointed by the Federal State in which the company resides. Three additional members of the Supervisory board are appointed by the other shareholders. One member of the Scientific Advisory Board and one member from FIZ Karlsruhe’s staff are appointed by the Shareholder’s Meeting. The appointment of the members of the Supervisory Board was not yet completed at the end of 2013.

2. Obligation to Report
In the first half of the business year, the President & CEO will, in accordance with art. 17 (2) of the Articles of Association, submit to the Supervisory Board an annual statement covering the previous business year. At the supervisory board meetings – however, at least every six months – she will report to the Supervisory Board (orally and in writing) on the course of business and the company’s situation. In addition, she will inform the chairperson and the deputy chairperson of the Supervisory Board in urgent matters.

Appendix to the Public Corporate Governance Report 2013


1

Articles of Association, art. 2 (1) as of December 17, 2013.

2

Based on the “GWK-Abkommen über die gemeinsame Förderung der Mitgliedseinrichtungen der Wissenschaftsgemeinschaft Gottfried Wilhelm Leibniz e. V. (AV WGL)“ dated September 19, 2007, and the “Ausführungsvereinbarung“, as amended from time to time.

3

All statements about the Articles of Association refer to the amendment as of December 17, 2013.

4

60% of the Vice Presidents and 40% of the Heads of Units and Departments are female. Cf. Pakt für Forschung und Innovation, Monitoring Bericht 2012, p. 54, www.leibniz-gemeinschaft.de/fileadmin/user_upload/downloads/SAW/Monitoring_2012.pdf

5

The percentage of persons with a handicap amounted to about 6% of the total number of employees, i.e., slightly exceeded the prescribed minimum share.

6

The present report refers to the PCGC as of June 30, 2009.

7

Articles of Association, as amended on December 17,2013

Public Corporate Governance Report 2012

Public Corporate Governance Report 2011

Public Corporate Governance Report 2010