Public Corporate Governance Report 2019

FIZ Karlsruhe – Leibniz‐Institut für Informationsinfrastruktur GmbH
July, 2020

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 96 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 June 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, 2019, 75 % of the Vice Presidents and 41 % of the Heads of Units and Departments were women.

The implementation of the German disability discrimination acts (“Behindertengleichstellungsgesetze des Bundes und des Landes Baden‐Württemberg“ – BGG and L‐BGG) is a continuous objective. They are observed and implemented in all core activities and both on an institutional and an organizational level. 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). As per December 31, 2019, the percentage of persons with a handicap amounted to about 5 % of the total number of employees. The BITV 2.0 guidelines (according to L‐BGG, art. 10) were implemented in the redesign of the FIZ Karlsruhe website.

FIZ Karlsruhe hereby submits the Public Corporate Governance Report 2019. 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 with in 2019. Cases where we chose to proceed differently are explained in the report.

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.
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. Member of the Management Council is currently the Senior Vice President IT, Development and Applied Research, who is also Prokuristin (authorized signatory). Members of the Senior Management Team are the Vice Presidents and the heads of the subdivisions. The head of the Subdivision Finance is Prokurist. 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.
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. Three 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 2019

Compensation Report

President & CEO
The President & CEO received the following remuneration in 2019:
Fixed remuneration (including financial benefits and compensations): 168,833.25 Euro
Former Members of the Management Board
Publishing the salaries of former members of the management board was not part of their employment contracts. Thus, for privacy reasons, they will not be published (art. 286 para. 4 HGB – German Commercial Code).
Supervisory Board
The members of the Supervisory Board did not receive any remuneration in 2018. 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.

Public Corporate Governance Report 2019

Reports from previous years