Public Corporate Governance Codex (PCGC)

FIZ Karlsruhe – Leibniz Institute for Information Infrastructure

Public Corporate Governance Report 2011

November 29, 2012

FIZ Karlsruhe is a not-for-profit organization with the mission "to provide scientific information to science and researcher, 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 German scientific institutions2 that are jointly funded by the German Federal Government and the Federal States.

In its meeting held on May 11, 2011, FIZ Karlsruhe's Supervisory Board decided to adopt the Principles of Good Corporate Governance for Indirect or Direct Holdings of the Federation passed by the German Federal Government on July 1, 2009. The core of the recommendations outlined therein is the Public Corporate Governance Code (PCGC), Part A "Public Corporate Governance Code of the Federation" which contains essential statutory regulations as well as nationally and internationally recognized principles of good corporate governance. Compliance with the PCGC is obligatory for corporations in which the Federation owns a majority interest but also recommended for corporations in which the Federation owns any share of interest (PCGC art. 1.3).

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. FIZ Karlsruhe hereby submits the Public Corporate Governance Report 20113.

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 2011. Cases where we chose to proceed differently are explained in the report.


1. Management and Supervisory Bodies


1.2 Supervisory Board

Pursuant to art. 10 of the Articles of Association (as per April 28, 2009), the Supervisory Board consists of 16 members. The chairperson and three more members are appointed by the Federal Republic of Germany in its function as a shareholder.  The deputy chairperson and three more members are appointed by the Federal States. Additional members of the Supervisory board are: five representatives of the other shareholders, one member of the Scientific Advisory Board and two members from FIZ Karlsruhe's scientific or technical staff. In 2011, one of the four seats in the Supervisory Board, reserved for representatives of the Federal Republic of Germany, was vacant. Three of the 15 Supervisory Board members (20 %) were women.

1.2 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. 14, para. 1 of the Articles of Association. 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). This arrangement has proven successful in our business operations.

1.3 Collaboration of shareholders, Supervisory Board, and the President & CEO

Shareholders, Supervisory Board, and the President & CEO collaborate closely and trustfully in fulfilling their tasks for the benefit of FIZ Karlsruhe.

The President & CEO makes sure that shareholders and Supervisory Board are informed in detail about all relevant topics (in particular strategy, business development, risk management and current risks) on a regular basis and in a timely manner. 

2. Remuneration


2.1 Supervisory Board

The members of the Supervisory Board are not entitled to any remuneration or attendance money (art. 10 of the Articles of Association). They are only entitled to a refund of a reasonable amount of travel and other expenses incurred in connection with carrying out the duties of their office, in accordance with the rules for federal employees.

2.2 President & CEO

Publishing the salary of the President & CEO is not part of her employment contract, which was concluded before the Public Corporate Governance Code came into effect. Thus, for privacy reasons, they will not be published (art. 286 para. 4 HGB - German Commercial Code).

3. Revision of the Articles of Association

Although FIZ Karlsruhe follows the recommendations of the PCGC set out in art. 2.3 (preparation and implementation of the general meeting of shareholders), 3.1.1 (collaboration of the management with the supervisory body), 3.1.3 (regular reports to be submitted), 3.2.1 (confidentiality) and 5.2.3 (regulations governing representation of the Supervisory Board members) compliance with these recommendations has not yet been anchored in the Articles of Association. 

It is planned to incorporate the requirement to comply with the PCGC in the course of the revision of the Articles of Association, which is currently underway. This will also ensure that the stipulations regarding severance payments (art. 4.3.2.), the first appointment of members of the management (art. 5.1.2), the appointment of new Supervisory Board members (art. 5.2.1), the participation in Supervisory Board meetings (art. 5.2.3), and examining the PCGC report within the scope of the audit of the annual financial statement (art. 7.2.3) will become applicable.

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1

Articles of Association, art. 2 (1)

2

Based on the  "Ausführungsvereinbarung zum GWK-Abkommen über die gemeinsame Förderung der Mitgliedseinrichtungen der Wissenschaftsgemeinschaft Gottfried Wilhelm Leibniz e. V. (AV WGL)" dated October 27, 2008.

3

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


Public Corporate Governance Report 2010