DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF NEW WORK SE ON THE RECOMMENDATIONS OF THE “COMMISSION OF THE GERMAN CORPORATE GOVERNANCE CODE” PURSUANT TO SECTION 161 OF THE GERMAN STOCK CORPORATION ACT (AKTG)
The Executive Board and Supervisory Board herewith declare that since the last declaration of compliance was submitted, New Work SE has complied and will comply with the recommendations of the “German Corporate Governance Code” (“the Code”) in the version published in the Federal Gazette on 28 April 2022, with the following exceptions:
D.4 Supervisory Board working methods – Cooperation between the Supervisory Board and the Executive Board – Supervisory Board committees: formation of a nomination committee
In derogation to the recommendation in D.5 of the Code, the Supervisory Board did not form a permanent nomination committee as it considers such not to be of any benefit in terms of increasing the efficiency of the Supervisory Board’s work. The Supervisory Board therefore considers it more useful to form a nomination committee for the Company as and when necessary. The Supervisory Board therefore considers it more useful to form a Nomination Committee for the Company as and when necessary. In any case, the Supervisory Board prefers to involve the entire Supervisory Board in a timely manner when it comes to key decisions such as nominating and appointing Executive Board and Supervisory Board members.
G.17 Remuneration of the Executive Board and Supervisory Board – Remuneration of the Supervisory Board: remuneration of the Vice Chair
The Vice Chair of the Supervisory Board is not considered individually with regard to compensation of Supervisory Board members. As there has been little need for representation in the past, and since the received basic remuneration is commensurate, both the Executive Board and Supervisory Board consider separate remuneration to be unnecessary.
Cooperation between the Executive Board and the Supervisory Board
The Company holds the view that good and transparent corporate governance forms an integral part of its commercial success. The Executive Board and the Supervisory board place particular emphasis on a close, trusting and efficient working relationship with one another. Open communication and active and ongoing risk management are also fundamental requirements in this regard while orderly accounting and auditing are key aspects for corporate management aimed at ensuring sustained corporate success.
New Work SE’s Executive Board and Supervisory Board conduct their activities according to applicable law, the Company’s Articles of Incorporation, and the Company’s internal rules of procedure. With a few disclosed exceptions, New Work SE and its bodies follow the recommendations of the German Corporate Governance Code. In accordance with the law on equal participation of men and women in executive positions that came into effect in Germany on 1 May 2015, the Supervisory Board decided in March 2020 to strive for 16.6% female participation in executive positions. This figure has already been exceeded. In addition, the Supervisory Board has also stipulated female participation of 20% for the Executive Board. This figure has already been met. The Executive Board agreed to strive for 22% female participation at upper management level. At present, this target has been reached. For the second level below the Executive Board, the Executive Board agreed to strive for 30% female participation. At present, this figure has been exceeded.
The New Work SE Executive Board is led by an internationally experienced management team, and is currently made up of five members.
The Supervisory Board has imposed an age limit on the Executive Board, meaning that Executive Board contracts expire on the same month as reaching the state pension age at the latest. The Executive Board and Supervisory Board maintain a constant dialogue to plan long-term succession. This enables timely preparation for any necessary replacement or candidate requirements. In line with this requirement, the Supervisory Board screens for suitable candidates.
The Executive Board is responsible for managing the Company, defining its strategic alignment, and pursuing the aim of increasing the Company’s value in the long term. Despite being responsible for individual areas of the business, each member of the Executive Board is fundamentally responsible for general management of the Company in accordance with the internal rules of procedure approved by the Supervisory Board. The members of the Executive Board inform one another with regard to all of the Company’s main dealings and activities. The Executive Board provides the Supervisory Board with regular, prompt and comprehensive reports, in writing and also orally, concerning the development of the Company, business activities, financing and investment plans, and personnel planning. The Executive Board has not formed any committees. It takes decisions in line with the internal rules of procedure, unanimously whenever possible, otherwise based on a simple majority of the votes cast. The Executive Board must first obtain prior consent from the Supervisory Board before performing a number of activities.
The Executive Board is aware of the high degree of responsibility it bears vis-à-vis employees, members of the New Work platforms, and the general public, and undertakes its activities with great care.
The Supervisory Board currently consists of six members elected at the Annual General Meeting and only consists of shareholder representatives. Given the Company’s ownership structure, the Supervisory Board considers three independent members of the Supervisory Board to be commensurate, and this stipulation is already met with Ms Weber, Dr Meier and Dr Lübcke as appointed Supervisory Board members.
The Supervisory Board conducts its business and monitors the Executive Board’s work with great care and to the best of its knowledge and judgment. As well as general reporting duties and obligations to monitor and advise the Executive Board as prescribed by law and the Company’s Articles of Incorporation, the Supervisory Board is also heavily involved in New Work SE’s strategic and organisational decision-making processes. The Supervisory Board has approved internal rules of procedure which bindingly govern the work of the Executive Board and the Supervisory Board as well as their work with one another. The Supervisory Board’s internal rules of procedure stipulate that meetings are to be held once per quarter, but can be held more often as and when necessary. The Chair of the Supervisory Board also maintains regular contact with the CEO between meetings in order to discuss any fundamental or urgent business.
The Supervisory Board has formed a three-person audit committee from among its members. Ms Weber is the Chair of the audit committee, which also comprises Dr Meier and Dr Lübcke.
The audit committee is responsible for issues related to financial reporting, risk management, the internal management system and compliance. It monitors the financial reporting process and discusses the quarterly reports with the Executive Board prior to their publication. The audit committee also performs mandatory auditor independence checks, appoints an auditor, defines the main aspects of the audit, and agrees a fee with the auditor. The audit committee puts forward a proposal to the Supervisory Board for the latter’s auditor appointment proposal to be put to the Annual General Meeting. It also prepares the Supervisory Board’s decision with regard to the approval of the annual financial statements, consolidated financial statements and profit appropriation.
The Supervisory Board has also formed a three-person product and technology committee from among its members. Mr Schmetz is the Chair of the product and technology committee, which also comprises Dr Hermann, Mr Weiss and Dr Meier.
The product and technology committee has an advisory role and handles general questions related to products and market conditions, technical organisation, cost structures and working methods within a technological environment, and also evaluates current software and hardware trends.
The Supervisory Board currently has no other permanent committees. The Supervisory Board holds the view that it is more effective and makes more sense to form additional committees as and when necessary.
The Supervisory Board and its committees are subject to annual self-appraisal to review performance of its duties. To this end, surveys are conducted systematically to question each Supervisory Board member individually about all of the key areas in the remit of the Supervisory Board and its committees. The results of the surveys are then collated and discussed in aggregate in the respective group. Suggestions to boost effectiveness are also discussed and put into practice where applicable. Where deemed necessary, external consultants may be commissioned to help with this.
Transparency and information
New Work SE maintains an Investor Relations website for all shareholders and interested parties, containing detailed information on the Company in English and German. Annual and interim reports are published here immediately after being released. The financial calendar for the Company can also be found here, as well as current and old Declarations of Compliance according to Section 161 of the German Stock Corporate Act (AktG), Information on Directors’ Dealings, and information related to the German Securities Trading Act (WpHG). Shareholders can also retrieve information on the price movement of the New Work SE share on the website. Besides the conventional communication channels, the Investor Relations department at New Work SE also set up a separate Twitter account to communicate all investor-related information about New Work SE. It includes regular updates for shareholders about the current share price trend and key corporate information. New Work SE shareholders and interested parties can learn more via the following Twitter channel: NEW_WORK_SE_IR
The Executive Board and Supervisory Board believe that good, long-term Corporate Governance also includes an active and continuous risk management policy. Permanent monitoring and management of risk is one of the key duties of every public company. For this purpose, New Work SE has implemented an early recognition system in line with legal requirements and continuously develops it within the context of current market and company developments. The Group auditors inspected the functionality and appropriateness of the system, and confirmed. A complete risk report for FY 2022 can be found in the Annual Report.
Data protection and IT safety
Users of New Work services provide the Company with a great deal of personal data. In doing so, they trust that their data is processed and used for the intended purposes and in line with applicable law. As a result, New Work SE has high expectations of its own systems, particularly when it comes to meeting the data protection requirements of users, inspectors and data protection authorities.
New Work SE is committed to upholding the strict German and European data protection regulations, and provides a series of security measures in its services for all customers to prevent various security risks. New Work SE commissions selected third parties to process data on its behalf. In addition, New Work SE has assembled a team of employees within the Company to monitor the Company’s adherence to data protection regulations. Changes to data protection regulations are identified immediately, measures for monitoring and adhering to these regulations are analysed and modified whenever necessary. The Company inspects new platform features before they are launched for possible privacy concerns. These features are only approved once all applicable data protection regulations can be definitively met.
The Company strives to uphold these high standards, and submits to regular inspections from independent external institutes in order to cast a light into the various technical aspects of the platform.
Hamburg, March 2023
The Executive Board