Corporate Governance

Serviceware SE places great value on good corporate governance. It supports the German Corporate Governance Code as an important instrument for the further development of company management and supervision oriented on the capital market. Our company is committed to responsible corporate management that is focused on a sustainable increase of the enterprise value.

CVs of the members of the Serviceware SE administrative board

Biography of Christoph Debus

Christoph Debus, 48, acts as Chairman of Serviceware since February 2018.

Beside this Christoph Debus is the CEO Thomas Cook Group Airlines which includes the responsibility for all airline activities in the Thomas Cook Group PLC operating under the brands Thomas Cook Airlines and Condor.

After receiving his Master degrees in Mechanical Engineering and Business Administration from Technical University Darmstadt and École Centrale Lyon, he began his professional career in 1998 at the consultancy Roland Berger. Christoph Debus primarily advised global clients in the automotive and aviation industry. In 2003, he became partner.

In January 2005 Christoph Debus joined the airline Condor, a Thomas Cook subsidiary, as Managing Director.

In June 2009 he became Chief Commercial and Chief Operating Officer of Air Berlin and headed the areas network, sales, operations, IT and human resources.

In September 2012 Christoph Debus returned to Thomas Cook as a member of the Group Executive Board, being responsible for the Thomas Cook Group Airlines.

Christoph Debus is half German, half French, married and has three children.

 

Biography of Harald Popp

Harald Popp, 48 acts as CFO and Deputy Chairman of Serviceware SE and Chairman of Catenic AG. After having completed his bank apprenticeship at Deutsche Bank AG, Mannheim,

Harald Popp studied industrial engineering at the University of Karlsruhe, where he graduated in 1999. In 1998, he co-founded PM Computer Services Verwaltungs GmbH, Bad Camberg, Germany, and PM Computer Services GmbH & Co. KG, Bad Camberg, Germany, where he served as a Managing Director until 2018. In 2003, Harald Popp co-founded helpLine CLM AG, Baar, Switzerland.

Harald Popp is German, married and has three children.

 

Biography of Ingo Bollhöfer

Ingo Bollhöfer, 48, acts as Head of Product Management and Marketing and member of the adminstrative board of Serviceware SE. He is also a member of the supervisory board of Catenic AG.

Mr Bollhöfer studied industrial engineering at the Technical University Darmstadt, where he graduated in 1998.

His professional career began in 1998 at tIME startup GmbH, Frankfurt am Main, Germany, where he was a Business Development Manager.

In February 1999, Ingo Bollhöfer joined PM Computer Services GmbH & Co. KG, Bad Camberg, Germany, where he served as Head of Professional Services until July 2009 and as Head of Product Management & Marketing since August 2009. Between December 2003 and January 2018, Ingo Bollhöfer was also a Managing Director of helpLine GmbH, Bad Camberg, Germany.

Ingo Bollhöfer is German, married and has one child.

Corporate Governance Statement acccording to §§ 289f, 315d HGB (German Commercial Code)

1 Declaration of conformity

The corporate governance statement in accordance with § 315d HGB is available on this website via this link.

2 Information about the management practices which are applied beyond the statutory requirements

Within the framework of its IPO in fiscal 2018, Serviceware SE has modified its risk management system and adapted it to the requirements of the new circumstances. It has been implemented throughout the Group and is developed further. The business goals, internal corporate processes and risk control measures are constantly reviewed by means of the controlling systems, processes and reporting standards applied. A detailed description of these internal risk management and controlling systems can be found in Section 3 of this Management Report. The Managig Directors of Serviceware SE comply with the applicable laws. There are so far no more extensive publicly accessible codified corporate management practices.

3 Functioning of the Administrative Board and the Managing Directors

Serviceware SE has a monistic management and control structure. The monistic system is characterised in accordance with Art. 43-45 SE-VO (SE Regulation) in conjunction with §§ 20ff SEAG (SE Implementation Act) by the fact that the management of the SE is carried out by a uniform body, the Administrative Board. The Managing Directors are conducting the current operations of the company. Another body is the General Meeting. The Administrative Board of Serviceware SE manages the company, determines the baselines of its activities and supervises the implementation by the Managing Directors. It appoints and dismisses the Managing Directors. In accordance with the Statutes, the Administrative Board has three members, who must all be elected by the General Meeting. The current members of the Administrative Board are Mr. Christoph Debus (Chairman), Mr. Harald Popp and Mr. Ingo Bollhöfer. The current members are appointed until the end of the General Meeting which decides about the formal approval of the acts for the first full or incomplete fiscal year, but no longer than for six years after the appointment of the respective member of the Administrative Board. The Administrative Board meets at least every three months to deliberate about the development of the business and its prospects. The Administrative Board had four ordinary meetings and no extraordinary meeting in 2018. The Managing Directors conduct the business of the company with the goal of creating sustainable added value under their joint responsibility. They implement the baselines and instructions which are elaborated by the  Administrative Board. This body is currently composed of three members, namely Mr. Dirk K. Martin (CEO), Mr. Harald Popp (CFO) and Dr. Alexander Becker (COO). The Managing Directors inform the Administrative Board regularly, promptly and comprehensively about all relevant issues concerning corporate planning, business developments, the risk situations, risk management and compliance. They deal with deviations of the business development from the defined plans and goals by stating the corresponding reasons. The Managing Directors are obliged to immediately disclose all conflicts of interests vis-à-vis the Administrative Board and to inform the other Managing Directors accordingly. They may only take over sideline activities, and more particularly mandates on supervisory boards and comparable mandates outside the Serviceware Group, with the prior consent of the Administrative Board. During the past fiscal year there have not been any conflicts of interests among the Managing Directors of Serviceware SE. Description of the functioning and composition of the committees of the Administrative Board. In accordance with the Rules of Procedure of the Administrative Board, the Administrative Board may ask individual members of the Administrative Board to implement the resolutions and execute the measures and set up committees of the Administrative Board. At present there are no committees of the Administrative Board.

4 Targets for the women’s quota

At the staffing of the management positions at Serviceware SE as well as on the two levels below the Managing Directors, it matters for the Administrative Board in accordance with the requirements under the German Stock Corporation Act that the candidate has the skills, knowledge and experience which are a prerequisite to the management activities. By contrast, the Administrative Board believes that criteria such as gender of the candidate is of secondary importance, even if diversity is expressly welcomed. Hence, a target figure of 0 % for women is set.

5 Diversity concept

The composition of the Administrative Board and the Managing Directors is based exclusively on knowledge, skills and specialist experience of the different candidates. No age limit or maximum term for Managing Directors or members of the Administrative Board have been laid down. With a view to age and the term the company believes that there is no reason for such limits. No limit for membership has been defined and according to the Administrative Board it does not make sense given, more particularly, the shareholder structure. Criteria such as the gender of the candidate is at present considered by the company of secondary importance, even if diversity is expressly welcomed. It is intended to continue to stick to these principles in order to secture experience and skills. The Administrative Board believes that proposals for the composition of the Administrative Board and the Managing Directorate should be decided individually in the respective concrete situation and without the elaboration and publication of a concept.

Contact

Axel Mühlhaus

edicto GmbH

Eschersheimer Landstraße 42

60322 Frankfurt a. M.

Germany

Tel.: +49(0)69/90550552

Fax.: +49(0)69/90550577

eMail: serviceware@edicto.de