Public Corporate Governance Report 2012

FIZ Karlsruhe is a not-for-profit organization with the mission “to provide scientific information to researchers and scientists, to develop appropriate products and services for a scientific information infrastructure, and to make them available to the public. To this end FIZ Karlsruhe also carries out research and development on its own initiative. The aim is to strengthen the transfer of knowledge in Germany and abroad and to support the promotion of innovation as well as the collaboration in science and research²”.

FIZ Karlsruhe is a member of the Leibniz Association (WGL) which consists of German scientific institutions³ that are jointly funded by the German Federal Government and the Federal States.

Compliance with the Public Corporate Governance Codex (PCGC), which contains essential statutory regulations as well as nationally and internationally recognized principles of good corporate governance, is recommended for corporations in which the Federation owns any share of interest. In its meeting held on May 11, 2011, FIZ Karlsruhe’s Supervisory Board decided to adopt the Principles of Good Corporate Governance for Indirect or Direct Holdings of the Federation passed by the German Federal Government on July 1, 2009.

FIZ Karlsruhe considers good and responsible corporate governance that is oriented towards value generation on the long term and complies with national and international standards an essential part of its self-image and a key factor for its success as an enterprise.

FIZ Karlsruhe strives to fill executive positions with a reasonable number of women⁴. Its employment policy also considers a reasonable percentage of employees with a handicap⁵ and complies with the German Social Security Code IX (SGB IX).

FIZ Karlsruhe hereby submits the Public Corporate Governance Report 2012⁶.

In accordance with art. 6.1. of the Public Corporate Governance Code, the President & CEO and the Supervisory Board of FIZ Karlsruhe hereby confirm that most of the recommendations of the PCGC were complied with in 2012. Cases where we chose to proceed differently are explained in the report.

1. Management and Supervisory Bodies

1.1 Supervisory Board

Pursuant to art. 10 of the Articles of Association, the Supervisory Board consists of 16 members (as per April 28, 2009). The chairperson and three more members are appointed by the Federal Republic of Germany in its function as a shareholder. The deputy chairperson and three more members are appointed by the Federal States. Additional members of the Supervisory board are: five representatives of the other shareholders, one member of the Scientific Advisory Board and two members from FIZ Karlsruhe’s scientific or technical staff. In 2012, two seats of the German federal government in the Supervisory Board were vacant. Two of the 14 Supervisory Board members (14.3 %) were women.

1.2 President & CEO and Senior Management

The company has a President & CEO who is authorized to act as the company’s sole representative. This corresponds to the provisions of art. 14, para. 1 of the Articles of Association. The President & CEO is supported by the Senior Management Team which consists of the Vice Presidents. The Vice President IT, Development and Applied Research and the Head of Finance are Prokuristen (authorized signatories). As a rule, strategically significant business transactions, or those involving legal or financial obligations, are jointly signed by the President & CEO and one of the Prokuristen (dual control principle). This arrangement has proven successful in our business operations.

1.3 Collaboration of shareholders, Supervisory Board, and the President & CEO

Shareholders, Supervisory Board, and the President & CEO collaborate closely and trustfully in fulfilling their tasks for the benefit of FIZ Karlsruhe.

The President & CEO makes sure that shareholders and Supervisory Board are informed in detail about all relevant topics (in particular strategy, business development, risk management and current risks) on a regular basis and in a timely manner.

2. Remuneration

2.1 Supervisory Board

The members of the Supervisory Board did not receive any remuneration in 2012. According to the Articles of Association, they are not entitled to any remuneration or attendance money (art. 10, as of April 28, 2009). They are only entitled to a refund of a reasonable amount of travel and other expenses incurred in connection with carrying out the duties of their office, in accordance with the rules for federal employees.

2.2 President & CEO

Publishing the salary of the President & CEO is not part of her employment contract, which was in force in 2012 and concluded before the Public Corporate Governance Code came into effect. Thus, for privacy reasons, they will not be published (art. 286 para. 4 HGB – German Commercial Code).

3. Revision of the Articles of Association

Although FIZ Karlsruhe follows the recommendations of the PCGC set out in art. 2.3 (preparation and implementation of the general meeting of shareholders), 3.1.1 (collaboration of the management with the supervisory body), 3.1.3 (regular reports to be submitted), 3.2.1 (confidentiality) and 5.2.3 (regulations governing representation of the Supervisory Board members) compliance with these recommendations has not yet been anchored in the Articles of Association.

We plan to incorporate compliance with the PCGC in the course of the revision of the Articles of Association, which is currently underway and has reached its final stage.

References 

1. Name according to the yet unapproved draft of the revised Articles of Association (as per August 29, 2013). The current company name in the Articles of Association, art. 1 (1) as of April 4, 2009 reads: “Fachinformationszentrum Karlsruhe, Gesellschaft für wissenschaftlich-technische Information mbH”.
2. According to the yet unapproved draft of the revised Articles of Association (as per August 29, 2013). The current wording of the Articles of Association, art. 2 (1) as of April 4, 2009 reads: “to make sci-tech information from all over the world publicly available and to provide related services in order to support the national and international transfer of knowledge and the promotion of innovation”.
3. Based on the “GWK-Abkommen über die gemeinsame Förderung der Mitgliedseinrichtungen der Wissenschaftsgemeinschaft Gottfried Wilhelm Leibniz e. V. (AV WGL)“ dated September 19, 2007, and the “Ausführungsvereinbarung“, as amended from time to time.
4. 60% of the Vice Presidents and 40% of the Heads of Units and Departments are female.
5. The percentage of persons with a handicap amounted to about 6% of the total number of employees, i. e., slightly exceeded the prescribed minimum share.
6. The present report refers to the PCGC as of June 30, 2009.

Reports from previous years 

• Public Corporate Governance Report 2011
• Public Corporate Governance Report 2010