Corporate Governance and Compensation Report

  • Key Component of Corporate Management  
  • Trusted Partnership between Board of Directors and Supervisory Board
  • Continuous, Prompt and Transparent Information for Shareholders
  • Extensive Compliance Program to Safeguard Company Integrity
  • Risk Management System to Identify, Prevent and Mitigate Risks
  • Details on Compensation System for Board of Directors and Supervisory Board

At Wincor Nixdorf, responsible, transparent business management and control centered on the creation of sustained added value is considered an essential basis for commercial success. Indeed, corporate governance (Glossary has been an integral element of management for many years. The Board of Directors and the Supervisory Board have issued the statutory statement of compliance in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG), stating that Wincor Nixdorf complies with all the recommendations of the German Corporate Governance Code, with five exceptions. Adherence to this Code is monitored by the Board of Directors and the Supervisory Board. Issued annually, the statement of compliance is permanently available to all shareholders on the Internet at under the heading of Investor Relations.

Close Collaboration between Board of Directors and Supervisory Board.

A relationship based on close collaboration and mutual trust exists between the Board of Directors and the members of the Supervisory Board. The Board of Directors reports regularly to the Supervisory Board on the progress of business activities. There is also an ongoing and constructive dialog concerning strategy, corporate planning and Company profitability. For further details, please refer to the Supervisory Board report.

The Supervisory Board convened five scheduled meetings in the fiscal year under review. In addition, it held two extraordinary meetings during this period. The report prepared by the Supervisory Board contains further details of board meetings convened over the course of the fiscal year. The Supervisory Board has established four committees: a Mediation Committee, pursuant to Section 27 (3) of the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG); a Personnel Committee, dealing especially with the preparation of staff issues that pertain to the Board of Directors as well as with the preparation of the compensation structure for the Board of Directors; a Nomination Committee, responsible for preparing the candidate proposals put forward by the Supervisory Board to the Annual General Meeting for the subsequent Supervisory Board elections; and an Audit Committee.

No conflicts of interest arose among members of the Board of Directors and members of the Supervisory Board. For further details of the Company’s boards, please refer to “Statutory Company Boards” in the Notes to the Group financial statements.

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