Public Corporate Governance Report 2018

FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH
April 24, 2019

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 research”. (Articles of Association, as amended on July 28, 2017, Art. 2, para.1)

FIZ Karlsruhe is a member of the Leibniz Association (WGL) which consists of 95 German independent research institutions that are jointly funded by the German Federal Government and the Federal States.

Compliance with the Public Corporate Governance Codex (PCGC) of the German Federal Government (as per September 30, 2009), 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. Compliance with the PCGC has been agreed in the Articles of Association (art. 22).

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 corporate success as well as its scientific achievements.

In line with the objectives of the “Joint Initiative for Research and Innovation” (Pakt für Forschung und Innovation - www.pakt-fuer-forschung.de) FIZ Karlsruhe is actively committed to equal opportunity and encourages the promotion of women to executive positions. The number of women in executive positions at FIZ Karlsruhe is already above average. As per December 31, 2018, 60 % of the Vice Presidents and 37 % of the Heads of Units and Departments were women.

FIZ Karlsruhe’s employment policy also considers a reasonable percentage of employees with a handicap and complies with the German Social Security Code IX (SGB IX). In the period under review, the percentage of persons with a handicap amounted to about 6 % of the total number of employees. The implementation of the Behindertengleichstellungsgesetz (BGG – German disability discrimination act) is a continuous objective. It is observed and implemented in all core activities and both on an institutional and an organizational level. The BGG guidelines were implemented in the redesign of the FIZ Karlsruhe website. The barrier-free design of user interfaces of our own electronic products and services will be realized step by step, and FIZ Karlsruhe will work towards a barrier-free design of collaboratively developed user interfaces, too.

FIZ Karlsruhe hereby submits the Public Corporate Governance Report 2018. The report will be published on FIZ Karlsruhe’s homepage.

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 within 2018. Cases where we chose to proceed differently are explained in the report.

1. Collaboration of Management and Supervisory Board (PCGC; art. 3.1.3)

In the first half of the business year, the President & CEO will, in accordance with art. 17 (2) of the Articles of Association, submit to the Supervisory Board an annual statement covering the previous business year. At the supervisory board meetings – however, at least every six months – she will report to the Supervisory Board (orally and in writing) on the course of business and the company’s situation. In addition, she will inform the chairperson and the deputy chairperson of the Supervisory Board in urgent matters.

2. President & CEO and Senior Management (PCGC; art. 4.2.1)

The company has a President & CEO who is authorized to act as the company’s sole representative. This corresponds to the provisions of art. 16, para. 1 of the Articles of Association according to which the company may be represented by one or more CEOs. The President & CEO is supported by the Management Council and the Senior Management Team. Members of the Management Council are the Senior Vice President IT, Development and Applied Research and the Vice President Administration, both are also Prokurist (authorized signatory). Members of the Senior Management Team are the Vice Presidents and the heads of the subdivisions. As a
rule, strategically significant business transactions, or those involving legal or financial obligations, are jointly signed by the President & CEO and either one of the Prokurists or the responsible member of the Senior Management Team (dual control principle). This arrangement has proven successful in our business operations.

3. Composition of the Supervisory Board (PCGC; art. 5.2.1. and 5.2.2.)

The members of the Supervisory Board are appointed by the shareholders or the Shareholder’s
Meeting respectively according to art. 12 (2) of the Articles of Association. Two of the ten board
members are women. There is no age limit for Supervisory Board members stipulated in the
Articles of Association.

Appendix to the Public Corporate Governance Report 2018

Compensation Report