Corporate Governance

We know that good corporate governance strengthens confidence among our shareholders, business partners and employees, promotes transparency in our company and contributes to the sustainable growth in the value of our company.

Overviewback to top

Overview

Taking responsibility seriously

Corporate governance stands for responsible management and control of a company with the aim of generating sustainable value-added.

A balanced corporate governance strategy aims to secure the company’s competitive position, strengthen confidence in our company – both on the capital markets and among the general public – and create value over the long term. In essence, it deals with the management structure of listed stock corporations. The key principles of good corporate governance are efficient cooperation and segregation of functions between management and supervisory boards, respect for shareholder interests as well as open and transparent corporate communication.

Compliance declarationback to top

Compliance declaration

Courtesy Translation. This translation is legally irrelevant and a working translation only. Legally binding and relevant, particularly in case of any discrepancies, is solely the German text. 

Archive

Here you find our compliance declaration of the previous years

Compliance declaration, March 2015

Declaration of compliance in accordance with section 161 of the Companies Act (AktG)

The Management Board and Supervisory Board of Celesio AG hereby declare according to section 161 of the German Stock Corporation Act (Aktiengesetz) that since the last declaration of compliance in December 2014 the recommendations of the Government Commission on the German Corporate Governance Code – initially in the version dated 13 May 2013, followed since it came into effect by the version dated 25 June 2014 – have been complied with and is being complied with.

Stuttgart, March 2015

On behalf of the Supervisory Board 
John H. Hammergren

On behalf of the Management Board
Marc E. Owen

Compliance declaration, December 2014

Declaration of compliance in accordance with section 161 of the Companies Act (AktG)

The Management Board and Supervisory Board of Celesio AG hereby declare in accordance with section 161 of the Companies Act (AktG) that since the last declaration of compliance in December 2013 the recommendations of the Government Commission on the German Corporate Governance Code – initially in the version dated 13 May 2013, followed since it came into effect by the version dated 25 June 2014 – have been complied with and is being complied with.

Stuttgart, December 2014

On behalf of the Supervisory Board 
John H. Hammergren

On behalf of the Management Board
Marc E. Owen

Compliance declaration, December 2013

Declaration of compliance in accordance with section 161 of the German Stock Corporation Law (Aktiengesetz)

The Management Board and Supervisory Board of Celesio AG hereby declare in accordance with section 161 of the Companies Act (AktG) that since the last declaration of compliance in December 2012 the recommendations of the Government Commission on the German Corporate Governance Code – initially in the version dated 15 May 2012, followed since it came into effect by the version dated 13 May 2013 – have been complied with and is being complied with.

Stuttgart, December 2013

On behalf of the Supervisory Board 
Stephan Gemkow

On behalf of the Management Board
Dr. Marion Helmes

 

Compliance declaration, December 2012

Declaration of compliance in accordance with section 161 of the German Stock Corporation Law (Aktiengesetz)

The Management Board and Supervisory Board of Celesio AG hereby declare in accordance with § 161 of the Public Companies Act (AktG) that since the last declaration of compliance in December 2011 the recommendations of the government commission on the German Corporate Governance Code – initially in the version dated 26 May 2010, followed since it came into effect by the version dated 15 May 2012 – have been complied with and is being complied with, but with the exception outlined below:

5.4.6: In accordance with the company's articles of association the performance-based remuneration of the Celesio Supervisory Board is based on the dividend. The management board and the supervisory board will check whether an amendment to the remuneration system should be proposed at the next annual general meeting.


Stuttgart, December 2012

On behalf of the Supervisory Board 
Prof. Jürgen Kluge

On behalf of the Management Board
Markus Pinger

 

Compliance declaration, December 2011

Declaration of compliance in accordance with section 161 of the German Stock Corporation Law (Aktiengesetz)

The following declaration of compliance pursuant to Sec. 161 Aktiengesetz (AktG, German Stock Corporations Act) was issued by the Supervisory Board and Management Board on 21 December 2011:

In accordance with Sec. 161 AktG, the Management Board and the Supervisory Board of Celesio ag declare that, since the last declaration of compliance in December 2010, Celesio ag has complied with the recommendations of the Government Commission German of the Corporate Governance Code in the version dated 26 May 2010 with the following exceptions:

  • The company opted not to disclose the remuneration of individual members of the Management Board pursuant to No. 4.2.4 and 4.2.5 of the Code, based on a resolution to this effect passed at the annual general meeting of Celesio ag on 27 April 2006 and valid for five years.
  • The company opted not to disclose the remuneration of individual members of the Supervisory Board pursuant to No. 5.4.6 (3) of the Code because the requirements for transparency contained in this Code recommendation are largely met by the regulation governing the composition of remuneration paid to members of the Supervisory Board under Art. 5 (11) of the company’s articles of association.


In future, the recommendations of the Government Commission German of the Corporate Governance Code will be met without exception. The remuneration of individual members of the Management Board and Supervisory Board will be disclosed in the remuneration report as part of the 2011 annual report in accordance with No. 4.2.4, 4.2.5 and 5.4.6 (3) of the Code.

Stuttgart, December 2011

On behalf of the Supervisory Board
Prof. Jürgen Kluge

On behalf of the Management Board
Markus Pinger

 

Compliance declaration, December 2010

Declaration of compliance

The Management Board and Supervisory Board of Celesio AG herewith confirm that, in accordance with section 161 of the German Stock Corporation Law, since the last declaration of compliance in December 2010, the recommendations of the Government Commission German Corporate Governance Code in the version dated 26 May 2010 have been complied with, with the following exceptions

  • The individualised disclosure of remuneration paid to members of the Management Board in accordance with sections 4.2.4 and 4.2.5 of the Code in the remuneration report were not implemented as a decision to this effect was adopted at the Celesio AG Annual General Meeting on 27 April 2006 for a period of five years.
  • The individualised disclosure of remuneration paid to members of the Supervisory Board in accordance with section 5.4.6(3) of the Code was not implemented as the requirements for transparency contained in this Code recommendation are largely met through the regulation governing the composition of remuneration paid to members of the Supervisory Board under section 5 (11) of the company's articles of association.

In future, there will be compliance without exception with the recommendations of the Government Commission German Corporate Governance. Remuneration paid to members of the Management Board and of the Supervisory Board will be disclosed and individualised in the remuneration report of the annual report for 2011 in accordance with sections 4.2.4, 4.2.5 and 5.4.6 (3) of the Code.


Stuttgart, December 2011 

On behalf of the Supervisory Board
Prof. Jürgen Kluge 

On behalf of the Management Board
Markus Pinger

 

Directors' Dealingsback to top

Directors' Dealings

Disclosure of securities' transactions according to § 15a of the Securities Trading Act (Wertpapierhandelsgesetz):

Anyone having managerial tenure with a German listed company, as well as any persons or legal entity closely associated with the same, must, pursuant to § 15a Wertpapierhandelsgesetz [Securities Trading Act], inform the company and the Bundesanstalt für Finanzdienstleistungsaufsicht [Federal Financial Supervisory Authority] if they acquire or dispose of shares or related financial instruments of the company in excess of 5,000 euros.

Please find a list with current directors' dealings here:

Transaction date and place

Financial instrument

Person subject to report / function

Transaction

15/05/2014

XETRA

Celesio share, WKN: CLS 100, ISIN: DE000CLS1001

Jörg Lauenroth-Mago, Member of the Supervisory Board

Sale of 1,000 non-par value Celesio shares for € 25.495 per share

30/04/2014

over the counter

Celesio share, WKN: CLS 100, ISIN: DE000CLS1001

Stephan Borchert, 
Member of the Management Board

Sale of 2,000 non-par value Celesio shares for € 23.50 per share

23/01/2014

XETRA

Celesio share, WKN: CLS 100, ISIN: DE000CLS1001

Ihno Goldenstein, Member of the Supervisory Board

Sale of 800 non-par value Celesio shares for € 23.38 per share

16/08/2010
XETRA

Celesio share, WKN: CLS 100, ISIN: DE000CLS1001

Dr Fritz Oesterle, CEO and Chairman of the Management Board

Purchase of 10,000 non-par value Celesio shares for € 16.69 per share

13/01/2010
XETRA

Celesio share, WKN: CLS 100, ISIN: DE000CLS1001

Dr Fritz Oesterle, CEO and Chairman of the Management Board

Purchase of 10,000 non-par value Celesio shares for € 18.442989 per share

Code of Conductback to top

Code of Conduct

McKesson Europe operates in diverse business environments. To ensure that all staff uphold high-levels of legal and ethical standards these were summarised in the code of conduct. The spirit of the code is to deter wrongdoing and to promote the honest and ethical conduct.

Celesio Code of Conduct
Language: English
Scope: 40 pages
Format: PDF 

Code of Conduct (PDF 1.5 MB)