The INDUS Holding AG Board of Management runs the company and manages its business activities. The Board determines the company’s strategic orientation, coordinates this with the Supervisory Board, and ensures its implementation. The Board of Management’s duties also include preparation of the quarterly, semi-annual, and annual financial statements of INDUS Holding AG and the INDUS Group. The Board of Management is comprised of five members. The Board’s members are Dr. Johannes Schmidt (CEO), Gudrun Degenhart, Dr. Jörn Großmann, Axel Meyer and Rudolf Weichert. The age limitation policy adopted by the Supervisory Board for members of the Board of Management, which provides for a termination of the mandate at the age of 67, is complied with. 

The Board of Management compensation system was reviewed in 2009 and presented by the Supervisory Board at the 2010 Annual Shareholders’ Meeting. The revisions provide for a sustainability component as well. In accordance with legal requirements, the compensation system consists of three elements: fixed salary, short-term incentives and long-term incentives. Variable components comprise roughly 40% of compensation; components with a multi-year measurement base and short-term variable components are weighted accordingly. 

The compensation report describes the compensation of the members of the Board of Management of INDUS Holding Aktiengesellschaft (hereinafter referred to as INDUS or the company) and the compensation of the members of the Supervisory Board. This compensation report is a report in accordance with section 162 of the German Stock Corporation Act (AktG) as amended by the Act Implementing the Share-holders’ Rights Directive (ARUG II). Furthermore, the recommendations of the German Corporate Governance  Code (GCGC)  and  the  requirements  of  the  German  Commercial  Code  (HGB)  are  followed. 

The Supervisory Board of INDUS appoints the Board of Management, provides guidance regarding company management and monitors management activities. Information on the focal points of the Supervisory Board’s activities in the past year can be found in the Report of the Supervisory Board as part of the current Annual Report.

The Supervisory Board consists of twelve members. No member of the Supervisory Board has performed or performs board functions or advisory tasks at any of INDUS’ significant competitors. The recommendation of the German Corporate Governance Code (DCGK) is followed that no more than two former members of the Board of Management should be members of the Supervisory Board.

Supervisory Board compensation is governed by Section 16 of the Articles of Incorporation of INDUS, which can be found here. The following applies:

In addition to the reimbursement of their expenses, each Supervisory Board member receives basic remuneration of EUR 45,000.00 for their activities in the past financial year. The chairman receives twice the amount, the deputy chairman one and a half times the amount. Supervisory Board members who have not been members of the Supervisory Board for the entire financial year or who have not held the position of chairman or deputy chairman for the entire financial year are only entitled to the corresponding remuneration on a pro rata basis.

Each member of a Supervisory Board committee receives remuneration of EUR 7,500.00 in addition to the reimbursement of their expenses for their activities in the past financial year. The committee chairman receives twice the amount. Committee members who have not belonged to the committee or who have not chaired the committee for the entire financial year are only entitled to the corresponding remuneration on a pro rata basis. The aforementioned regulations do not apply to the committee pursuant to Section 27 (3) of the German Co-Determination Act (MitbestG).

In addition, each member of the Supervisory Board is granted an attendance fee of EUR 1,500.00 per meeting of the Supervisory Board or its committees. The same applies to telephone, video or internet conferences or conferences using comparable means of communication. The attendance fee is payable no more than once per meeting day.

The basic remuneration, committee remuneration and attendance fees are paid semi-annually in June and December of the respective financial year.

INDUS can take out D&O liability insurance for the Supervisory Board members in an appropriate amount to cover the statutory liability relating to Supervisory Board activities. INDUS pays the insurance premium.

The Annual Shareholders’ Meeting on May 22, 2024, approved the remuneration of the Supervisory Board members regulated in Section 16 of the INDUS Articles of Incorporation with 99.87% of the votes cast in accordance with Section 113 (3) of the German Stock Corporation Act (AktG).

Further details can be found in the compensation report of the current Annual Report.

The rules of procedure for the Supervisory Board can be found here.

Since the beginning of 2005, the consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS). As before, the separate financial statements of INDUS Holding AG are prepared in accordance with the German Commercial Code (HGB).  

The consolidated and separate financial statements for the 2023 financial year were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main. The corresponding statement of independence in accordance with Item 7.2.1 of the German Corporate Governance Code was obtained by the Supervisory Board. 

In compliance with industry standards and legal regulations, INDUS Holding AG has established a risk management system to identify potential risks and observe and assess these across all functional areas. As an integral part of business, planning, accounting and controlling processes, the risk management system is integrated into the INDUS Holding AG information and communications system, and is a key element in the management system. The structuring of the risk management system is the responsibility of the Board of Management, which ensures that risks are managed actively. The objective of the risk management system is to identify, take stock of, analyze, assess, manage and monitor risks systematically. The Board of Management regularly, and as required by events, examines and revises the company’s risk register. 

The fundamentals of the risk management system include the organizational integration of opportunity and risk processes into everyday operations, an adequate management structure, a coordinated planning system and detailed reporting and information systems. Accordingly, the risk management system involves the portfolio companies submitting reports on the status of and changes in material risks affecting the holding company. 

As a result, opportunities and risks are continuously reassessed by the INDUS Board of Management. Both company-specific and external events and developments are analyzed and evaluated in this process. Further details can be found in our Annual Report. 

Internal control and risk management system based on consolidated and separate financial statement data

The scope and form of INDUS Holding AG’s accounting-related internal control system (ICS) are at the discretion of and the responsibility of the Board of Management. The Supervisory Board monitors the accounting process and the effectiveness of the ICS. 

The Articles of incorporation, declaration on Corporate Governance and Code of Conduct of INDUS Holding AG reflect a business management governed by the principles of good and responsible corporate governance. Following the recommendations of the German Corporate Governance Code, the Board of Management and Supervisory Board jointly submit the statement of compliance required per Sec. 161 of the German Stock Corporation Act (AktG), made permanently available to shareholders via this website. 

Compliance is much more than following laws and rules, but this is at least the basis for it. A consolidated compliance culture can protect the company as well as stakeholders, preserve its good reputation and thus becomes an important quality feature.

Directors’ dealings in FY 2022

Notification dated June 30, 2022
Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
Function: Member of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: June 29, 2022
Price per share: EUR 23.1942
No. of items: 4.305
Total amount traded: EUR 99,851.00
Place: Quotrix

Notification dated June 30, 2022
Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
Function: Member of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: June 28, 2022
Price per share: EUR 23.20
No. of items: 195
Total amount traded: EUR 4,524.00
Place: Quotrix

Notification dated May 20, 2022
Details of the person subject to the disclosure requirement: Jürgen Abromeit
Function: Chairman of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: May 20, 2022
Price per share: EUR 27.1936
No. of items: 1,500
Total amount traded: EUR 40,790.45
Place: Xetra

Notification dated May 12, 2022
Details of the person subject to the disclosure requirement: Jürgen Abromeit
Function: Chairman of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: May 12, 2022
Price per share: EUR 27.4921
No. of items: 2,000
Total amount traded: EUR 54,984.25
Place: Xetra

Notification dated May 12, 2022
Details of the person subject to the disclosure requirement: Dr. Johannes Schmidt
Function: Chairman of the Board of Management
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: May 12, 2022
Price per share: EUR 27.6464
No. of items: 3,000
Total amount traded: EUR 82,939.10
Place: Xetra