Deutsche Post AG has treated corporate governance as a high priority for years. We attach particular importance to achieving a sustained increase in enterprise value and to building the trust of investors, customers and employees in the company’s management.
- Unqualified Declaration of Conformity issued once again
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On 13 December 2007, the Board of Management and Supervisory Board issued a Declaration of Conformity for the sixth consecutive year. It confirms that since the previous Declaration of Conformity more
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On 13 December 2007, the Board of Management and Supervisory Board issued a Declaration of Conformity for the sixth consecutive year. It confirms that since the previous Declaration of Conformity was issued on 14 December 2006, Deutsche Post complied with the recommendations of the German Corporate Governance Code in the version dated 12 June 2006. In future, we will also comply with the recommendations of the Government Commission on the German Corporate Governance Code in the current version dated 14 June 2007. The electronic forwarding of information to the shareholders requires the prior approval of the Annual General Meeting (AGM). Approval shall therefore be recommended to the 2008 AGM. Based on this resolution, the convention documents for the 2009 AGM could also be sent electronically upon request by the shareholder.
On 30 November 2007, our listed subsidiary Deutsche Postbank AG issued its own unqualified Declaration of Conformity.
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- Dual management and supervisory structure
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As a German public limited company, Deutsche Post operates a dual management system. The Board of Management is responsible for the management of the company, and is appointed, overseen and advised by the Supervisory Board. Following the departure of Board members more
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As a German public limited company, Deutsche Post operates a dual management system. The Board of Management is responsible for the management of the company, and is appointed, overseen and advised by the Supervisory Board. Following the departure of Board members Dr Hans-Dieter Petram and Prof. Dr Wulf von Schimmelmann as at 30 June 2007, Jürgen Gerdes and Dr Wolfgang Klein were appointed as their successors with effect from 1 July 2007. Prof. Dr Edgar Ernst resigned from the Board of Management as at 30 September 2007. On 18 February 2008, Dr Klaus Zumwinkel resigned from office. The Supervisory Board accepted his resignation and, on the same day, unanimously appointed Dr Frank Appel as new chairman of the Board of Management.
The duties of individual members have been reallocated to reflect these changes: The MAIL board department has been sub-divided into MAIL and PARCEL Germany, headed by Jürgen Gerdes, and MAIL International, under the management of Dr Frank Appel. John Allan, previously in charge of the LOGISTICS Division, is now responsible for Global Business Services (focusing on cross-divisional functions) and Finance as of 1 October 2007. Dr Frank Appel has also been responsible for the LOGISTICS Division and Corporate Regulation Management since the same date. Moreover, on 18 February 2008, Dr Frank Appel assumed responsibility for the chairman’s board department in addition to his previous duties.
The Supervisory Board comprises twenty members. Ten shareholder representatives are elected by the AGM, whilst a further ten are elected by the workforce in accordance with the provisions of the Mitbestimmungsgesetz (German co-determination act). Information about additional mandates held by Board of Management and Supervisory Board members in the supervisory bodies of other companies may be found on this website in the Supervisory Board as well as in the Supervisory Board's report on its activities in financial year 2007.
At the AGM on 8 May 2007, Ingrid Matthäus-Maier was elected to the Supervisory Board for a five-year term on an individual basis, following the retirement from office of Dr Hubertus von Grünberg as at 27 July 2007. Prof. Dr Wulf von Schimmelmann was appointed to the Supervisory Board by court order on 6 August 2007. His election will feature on the agenda at this year’s AGM. Rolf Büttner also retired from office with effect from the end of the AGM on 8 May 2007. Andrea Kocsis was appointed as his successor by court order on 29 May 2007. On 31 December 2007, Helmut Jurke and Franz Schierer stepped down as members of the Supervisory Board. At the same time, Helmut Jurke also retired from his roles as deputy chairman of the Finance and Audit Committee and member of the Executive Committee. By court order of 18 February 2008, Rolf Bauermeister and Wolfgang Abel were appointed to the Supervisory Board as employee representatives. The fact that the majority of its Supervisory Board members are independent means that Deutsche Post AG complies with the corresponding recommendation in the Code.
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- Five committees formed
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The Supervisory Board has formed a total of five committees. In addition to the Mediation Committee required by the Mitbestimmungsgesetz, these include the Executive Committee, the Finance and Audit Committee, the Personnel Committee more
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The Supervisory Board has formed a total of five committees. In addition to the Mediation Committee required by the Mitbestimmungsgesetz, these include the Executive Committee, the Finance and Audit Committee, the Personnel Committee and, new for 2007, the Nomination Committee, as per the Code’s recommendation. The composition of these committees may be found in the menu Supervisory Board as well as the Supervisory Board's report on the committees' activities in the year under review.
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- Transparent communications
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We are committed to open communication with our shareholders. All dates that might be of interest are displayed on our website, including the dates on which the annual report and interim reports are published. The website also contains up-to-date information more
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We are committed to open communication with our shareholders. All dates that might be of interest are displayed on our website, including the dates on which the annual report and interim reports are published. The website also contains up-to-date information about our shares and share price movements, as well as announcements regarding the purchase and sale of company shares and related fi nancial instruments pursuant to Article 15a of the Wertpapierhandelsgesetz (German securities trading act).
Members of the Board of Management and Supervisory Board are required to disclose immediately any potential conflicts of interest to the Supervisory Board. Outside activities pursued by members of the Board of Management are subject to the approval of the Supervisory Board.
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- Compliance with statutory and internal regulations
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The Group expects all its employees to base their actions and decisions on compliance with statutory and internal regulations. Based on the company’s corporate values, the Board of Management has therefore introduced a Code of Conduct for the employees more
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The Group expects all its employees to base their actions and decisions on compliance with statutory and internal regulations. Based on the company’s corporate values, the Board of Management has therefore introduced a Code of Conduct for the employees which all executives are required to sign. As part of our Group-wide compliance system, we have set up a Global Values Office and Regional Values Offices to provide advice on and monitor implementation of the various compliance processes. Employees can also report any violations to the “whistle-blowing hotline”. In case of infringements, suitable measures will be taken, which can include action under labour and disciplinary law if appropriate. Compliance with the Code of Conduct is an issue regularly addressed by the Internal Audit department, which is part of the Finance board department. The subject of compliance is discussed at regular intervals by the Supervisory Board’s Finance and Audit Committee.
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- Risk management, accounting and auditing
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Our opportunity and risk management system ensures that any risks are identified early on. The system is continuously refined and updated to reflect the latest developments. Further details can be found on this website in "The Group". more
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Our opportunity and risk management system ensures that any risks are identified early on. The system is continuously refined and updated to reflect the latest developments. Further details can be found on this website in The Group.
The Group accounts are prepared in accordance with International Financial Reporting Standards (IFRSs). PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (PwC), Düsseldorf, was appointed by the AGM as the auditor of the annual and consolidated fi nancial statements for the 2007 financial year, and to review the half-year financial report. Before engaging the auditors, the Supervisory Board took steps to ensure that the existing relationships between the auditors and the company or its executive and controlling bodies did not call into question the auditors’ independence.
