Anchoring and developing standards for sound and responsible corporate management thoughout the Company

For Software AG, corporate governance involves responsible and transparent corporate management and control aimed at sustainably increasing enterprise value. Corporate governance is implemented via standards for sound and responsible corporate management. For our Executive and Supervisory Boards, good corporate management focuses on values such as sustainability, transparency, and value-based financial controlling. The Corporate Governance Report of Software AG has been prepared jointly by the Executive Board and the Supervisory Board pursuant to Section 3.10 of the German Corporate Governance Code. It describes the principles of the Company’s management and control structure and the fundamental rights of Software AG shareholders.

 

Management and control structure

Software AG is subject to German stock corporation law. The Company applies a two-tiered system of corporate management and control, with the Executive Board being charged with corporate management under the control of the Supervisory Board. Separation of functions forms the basis of responsible corporate management.

 

Executive Board

The Executive Board bears full responsibility for the management of Software AG. The Board is bound by corporate interests and has an obligation to increase corporate value over the long term. The Executive Board is currently composed of six members. It makes regular, prompt, and comprehensive reports to the Supervisory Board regarding all relevant issues of corporate planning and strategic development as well as the course of business and the situation of the Group, including the risk situation.

 

Supervisory Board

The Supervisory Board, which consists of six members, advises and monitors the Executive Board in its corporate management function. The two bodies jointly decide on corporate strategy and the implementation thereof. Election to the Supervisory Board of Software AG corresponds with the recommendations of the Corporate Governance Code. All Supervisory Board members are appointed individually. Our Rules of Procedure stipulate that if a Supervisory Board member leaves the Board prior to expiration of his or her term of office, the successors appointment is valid only until the next Annual Shareholders’ Meeting.The Supervisory Board discusses the quarterly reports and reviews and approves the financial statements and consolidated financial statements of Software AG. Key Executive Board decisions, such as financing measures and acquisitions, are subject to approval by the Supervisory Board, as are decisions regarding the appointment or dismissal of Executive Board members.

 

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