Management´s Declaration under Sec. 289a of the German Commercial Code (HGB)
Colonia Real Estate AG is listed in the Prime Standard segment of the Frankfurt Stock Exchange, and is a member of the SDAX. Precisely because we are a listed company, we are a matter of interest to the public. For that reason, we are particularly concerned with responsible corporate management, with the aim of sustainably increasing our corporate value and generating value added for our Company. Accordingly, it is especially important to us to implement the recommendations and suggestions of the German Corporate Governance Code. Our current Declaration of Conformity under Sec. 161 of the Stock Corporations Act, together with the Declarations of Conformity from previous years, is available on our website at www.colonia.ag/Investor_Relations.ag , in the section under Corporate Governance. To achieve our goals, in addition to the requirements of law - which, it goes without saying, we comply with as a matter of course - we have defined our own principles for doing business. These principles are based on our general values, and serve as an orientation for everyday operations.
Our principles for doing business responsibly include fundamental requirements for the conduct of each individual Colonia Group employee. Being part of the Colonia Group and sharing in its corporate culture means acting in compliance with our principles.
Respect, Trust, Performance, Commitment to Our Clients, Creativity, and Social Responsibility
We treat one another with consideration and respect. We feel an obligation to respect individual and cultural differences, and are committed to equal opportunity, without discriminating as to age, gender, religion, color, nationality, ethnicity, disabilities, marital status or other characteristics. We cannot tolerate any form of disrespectful conduct, whether toward the Company, shareholders, clients, business partners or colleagues, that might cause damage to Colonia Real Estate AG. Honesty and reliability are key characteristics in our dealings with both our colleagues and our clients, shareholders, and business partners.
Our personal conduct ensures that our Company's name enjoys trust at all times. Because a company's excellence depends on its employees' personal abilities and expertise, we ensure that everyone on our team has the opportunity and freedom to apply all of his or her specific abilities for the benefit of our clients and our Company.
We have taken steps to avert potential conflicts of interest that may arise between or within client groups, staff and Colonia Real Estate AG. Moreover, we have adopted guidelines and developed mechanisms to resolve any conflicts of interest that may nevertheless arise, with solutions that are in the best interest of our clients and our Company.
For the sake of security and confidentiality, we take great care in how we handle, store and use information and data.
Our work is aimed at high performance. We expect the governing bodies and employees of Colonia Real Estate AG always to do their best to benefit our clients and our Company. It goes without saying that we respect and comply with all laws and official regulations. Where laws and regulations are disobeyed, we will take prompt disciplinary action, including in cases of violations of our own principles of responsible conduct. We expect our employees always to act in accordance with the highest professional standards.
Our work centers on our clients, tenants and shareholders. At all times, we do all we can to ensure that our clients, tenants and shareholders can rely on getting our best possible performance. To ensure that performance, we support and encourage our employees to keep up their advanced training and continuing education. Here the emphasis is always on benefiting our stakeholders and ensuring their satisfaction.
We are convinced that innovation and creativity are the driving forces for our Company's sustainable growth. For that reason, we encourage creativity, constantly review our existing approaches, and remain open to new viewpoints. We do this both to minimize risk and to take advantage of new opportunities.
We also encourage our employees' creativity and innovative efforts in support of the conscientious and sustainable handling of external and internal resources. Here we are attentive to efficient, cost-aware use. In our multiple role as a stock corporation, an operator in the real estate industry, and an employer, we bear a responsibility to a diverse range of groups, including shareholders, tenants and employees. Naturally we make our decisions on the basis of economic and ecological factors. But in maximizing earnings and benefits we are always mindful as well of our responsibility to the tenants at our properties and to our own employees.
Operating Procedures of the Board of Management and Supervisory Board
The Board of Management and Supervisory Board work together closely to achieve our goals. Within Colonia Real Estate AG's dual management system, the members of the Board of Management run the Company on their own responsibility, and represent it in transactions with third parties. The Board of Management decides on the Colonia Group's corporate goals and strategic orientation, and monitors its business units and subsidiaries. The Board bases its actions and decisions on what is in the Company's best interest. It is committed to the goal of sustainably increasing corporate value.
The members of the Board of Management conduct the Company's business in compliance with the laws, the Articles of Incorporation, the rules of procedure for the Board of Management, and all internal guidelines and regulations. They are committed to implementing the rules and recommendations of the German Corporate Governance Code (in its current version) to the extent that the Company is able to comply and no explanations to the contrary have been issued in the Board's Annual Declaration under Section 161 of the German Stock Corporations Act. Our current Declaration of Conformity under Sec. 161 of the Stock Corporations Act, together with the Declarations of Conformity from previous years, is available on our website at www.colonia.ag/Investor_Relations.ag, in the section under Corporate Governance.
The Board of Management has two members. The members are responsible for the Company's individual operating units as indicated in the formal allocation plan. Changes must be made by unanimous resolution of the full Board of Management and are subject to the consent of the Supervisory Board. The Board of Management normally makes its decisions by a simple majority vote. In the event of a tie, the CEO's vote decides.
The Board of Management reports regularly, promptly and fully to the Supervisory Board about all matters of planning and business performance that are relevant to the Company, as well as the Company's risk position and risk management system, and decides on the Company's strategic orientation in coordination with the Supervisory Board. The Board of Management must obtain the consent of the Supervisory Board before entering into certain transactions specified in the Articles of Incorporation of Colonia Real Estate AG and the Board of Management's own rules of procedure.
The Supervisory Board supervises and supports the Board of Management, and is directly involved in any decisions that are of fundamental importance to the Colonia Group. Since the Supervisory Board consists of three members, it has decided not to form committees. The Supervisory Board includes no former members of the Company's Board of Management. In regular exchanges of views with the Board of Management, the Supervisory Board is always kept informed about the Company's business policies, corporate planning, and strategies. The Supervisory Board approves the annual budgets and financing framework, and adopts the annual financial statements of Colonia Real Estate AG and the Group after due consideration of the reports of the independent auditors.
The Supervisory Board adopts its decisions by simple majority of the Board members participating in the vote. In the event of a tie, the Chairman's vote decides. This voting procedure also applies for the Supervisory Board's appointments and dismissals of members of the Board of Management.
