LEKKERLAND CORPORATE GOVERNANCE CODEX
The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognised standards for good and responsible corporate governance. The objective of the Code is to make the German Corporate Governance System transparent and understandable. It is intended to promote the trust of inter national and national investors, customers, employees and the general public in the management and supervision of German stock corporations listed on the stock exchange.
The Code is primarily directed towards companies listed on the stock exchange and companies with access to the capital markets pursuant to Article § 161 Section 1 Sentence 2 of the German Stock Corporation Act (Aktiengesetz). Implementation of the Code is also recommended for companies not traded on the stock exchange. The Supervisory Board of Lekkerland AG & Co. KG therefore adopted a resolution to the effect that the content of the Code will be applied taking account of the specific legal relationships of Lekkerland AG and Lekkerland AG & Co. KG (hereinafter referred to as “Company” (Gesellschaft) for purposes of corporate governance of the Lekkerland group (hereinafter referred to as “Enterprise” (Unternehmen)). The Board of Management and the Supervisory Board of the Company therefore adopted a Lekkerland Corporate Code (the “Lekkerland Code”) closely based on this Code.
The Lekkerland Code takes into account the fact that Lekkerland AG & Co. KG is managed in the legal form of a German commercial partnership (Kommanditgesellschaft, KG) with a general partner (Komplementärin) in the legal form of an Austrian joint-stock company (Aktiengesellschaft, AG).
As a rule, the Code will be reviewed once a year against the background of national and international developments and adjustments will be made as necessary. At the same time, the Supervisory Board of Lekkerland AG & Co. KG regularly carries out a review to assess whether any changes to the Lekkerland Code are necessary and implements any modifications as appropriate.
The Lekkerland Code clarifies the obligation of the Board of Management and the Supervisory Board to ensure the continued existence of the enterprise and its sustainable creation of value in conformity with the principles of the social market economy (interest of the enterprise).
A dual board management system is prescribed by law for German joint-stock corporations. Accordingly, the shareholders (Gesellschafter) of the enterprise consider themselves accountable under this principle and adopted a binding regulation for the application of a dual management system in the Articles of Association of the Company.
The Board of Management is responsible for managing the enterprise. The Members of the Board of Management are jointly accountable for the management of the enterprise. The Chairman of the Board of Management coordinates the work of the Members of the Board of Management.
The Supervisory Board appoints, supervises and advises the Members of the Board of Management and is directly involved in decisions of fundamental importance to the enterprise. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board.
The Members of the Supervisory Board are elected and appointed by the shareholders.
The accounting process of the enterprise is based on the true and fair principle and represents a fair picture of the actual conditions of the asset, financial and earnings situation of the enterprise.