Guidelines on important corporate governance issues

Introduction

ScandicEstate, ScandicPay, ScandicYachts, ScandicFly, ScandicTrade and Scandic Group are trademarks of LEGIER Beteiligungs mbH, a German limited liability company with its registered office at Kurfurstendamm 14, DE 10719 Berlin (Federal Republic of Germany).

The following guidelines ensure responsible, transparent and legally compliant corporate governance. They take into account the provisions of the German Commercial Code (HGB), the German Limited Liability Companies Act (GmbHG), the German Income Tax Act (EStG) and the German Supply Chain Due Diligence Act (LkSG). They are supplemented by a compliance framework that ensures compliance with human rights and environmental due diligence obligations in accordance with the LkSG.

I. Responsibility of the management

The Managing Director of LEGIER Beteiligungs mbH is responsible for the management and representation of the company in accordance with Section 35 GmbHG. He acts in the interests of the shareholders, to whom he is accountable, and safeguards the long-term value of LEGIER Beteiligungs mbH and its brands. It is subject to the statutory requirements of the GmbHG, in particular the duty of care pursuant to § 43 GmbHG, and is responsible for proper bookkeeping and accounting pursuant to § 238 HGB and § 242 HGB.

Tax compliance

The Managing Director ensures compliance with tax obligations, including:

Timely submission of tax returns and payment of taxes in accordance with the German Corporation Tax Act (KStG).
Withholding and payment of wage tax for employees and managing directors in accordance with § 38 EStG.
Withholding and payment of capital gains tax on distributions in accordance with Section 43 EStG.
Ensuring standard market conditions for transactions with related parties in order to avoid hidden profit distributions in accordance with Section 8 KStG.
Compliance with transfer pricing documentation in accordance with § 1 AStG, if applicable.
Provision of tax withholding certificates in accordance with § 45a EStG.

If necessary, the managing director can consult tax advisors. Within the framework of the LkSG, tax aspects of supplier transactions must be taken into account, in particular the withholding of taxes in accordance with Section 50a of the German Income Tax Act (EStG) for payments to foreign suppliers.

Integration of the compliance framework

The Managing Director is responsible for implementing the compliance framework in accordance with Section 4 LkSG, which includes the following:

Monitoring the annual risk analysis in accordance with § 5 LkSG.
Implementation of preventive and remedial measures in accordance with § 6 LkSG.
Establishment of a complaints procedure in accordance with § 8 LkSG.
Regular reporting in accordance with § 10 LkSG.

It ensures compliance with ethical standards to prevent forced labor, child labor, discrimination and environmental degradation.

II Composition of the Management Board

The management consists of a managing director, appointed in accordance with § 37 GmbHG. He acts independently and objectively, free of any significant personal or business relationships that could impair his independence.

Integration of the compliance framework

During the selection process, particular emphasis is placed on compliance knowledge, especially with regard to human rights and environmental standards in accordance with Section 4 LkSG. The Managing Director must effectively implement the compliance framework and check suppliers for ethical standards in accordance with Section 6 LkSG.

III Appointment of the Management Board

Selection of the managing director

The shareholders' meeting appoints the managing director in accordance with Section 37 GmbHG, optionally on the recommendation of a nomination committee. Relevant qualifications include:

Commitment to shareholder interests,
Industry knowledge (real estate, payment transactions, yacht building, aviation, trade, fiduciary),
Leadership qualities, ethics and integrity,
Experience in risk management, finance and law,
Knowledge of accounting in accordance with §§ 242 ff. HGB,
Tax compliance according to EStG.

Integration of the compliance framework

Experience in the implementation of compliance systems is required, in particular risk analysis in accordance with Section 5 LkSG and supplier audits in accordance with Section 6 LkSG. Diversity is encouraged.

Managing Director in the event of a change in his duties

In the event of retirement or a change of position, the shareholders' meeting shall review the appropriateness of his activities. Changes must be reported immediately.

IV. Code of conduct and ethics in business

The Managing Director and employees adhere to a code of conduct that promotes ethics, integrity and legal regulations. In accordance with Section 43 of the German Limited Liability Companies Act (GmbHG), the Managing Director exercises the diligence of a prudent manager.

Integration of the compliance framework

The Code of Conduct is based on the Declaration of Principles pursuant to Section 4 LkSG and requires compliance with human rights and environmental standards. Suppliers must comply with a corresponding code.

V. Performance and succession of the Management Board; remuneration

Performance and succession

The shareholders' meeting regularly reviews the performance of the managing director and plans the succession annually.

Integration of the compliance framework

The performance assessment evaluates the implementation of the compliance framework, in particular risk mitigation in accordance with Section 5 LkSG and complaint handling in accordance with Section 8 LkSG.

Remuneration of the management

Remuneration is determined in accordance with Section 38 GmbHG, is based on performance and market standards and promotes long-term value creation and compliance with the LkSG. It complies with tax requirements in accordance with Section 38 EStG.

VI Meetings of the Management Board

There are no regular meetings for a managing director. However, he meets regularly with the shareholders' meeting in accordance with Section 242 HGB.

Integration of the compliance framework

Compliance issues, including risks and complaints in accordance with Section 8 LkSG, are regular items on the agenda.

VII Committees

Committees such as audit or nomination committees can be set up in accordance with § 47 GmbHG.

Integration of the compliance framework

A compliance committee is recommended to monitor the framework in accordance with Section 5 LkSG and Section 8 LkSG.

VIII Communication with the shareholders

Shareholders can contact the managing director by e-mail (info@legier-beteiligungs.de) or by letter (Kurfurstendamm 14, DE 10719 Berlin). It provides information in accordance with § 51a GmbHG. In the case of distributions, taxes are withheld in accordance with Section 43 EStG and certificates are provided in accordance with Section 45a EStG.

Integration of the compliance framework

Communication includes complaints in accordance with Section 8 LkSG and compliance audits.

IX. Appointment and resignation of the Managing Director

The managing director is appointed in accordance with § 38 GmbHG and can be dismissed in the event of breaches of duty.

Integration of the compliance framework

Adherence to the compliance framework pursuant to Section 4 LkSG is a criterion for appointment and continuation in office.

X. Accounting and transparency

The company complies with the regulations on bookkeeping (Section 238 HGB) and accounting (Section 242 HGB). The annual financial statements pursuant to Section 264 HGB are disclosed in accordance with Section 325 HGB. Tax adjustments are made in accordance with Section 5 EStG, deductible expenses in accordance with Section 4 EStG.

Integration of the compliance framework

The annual report contains information on LkSG compliance in accordance with Section 10 LkSG.

Concluding remarks

These guidelines promote responsible corporate governance that safeguards shareholder interests and ensures ethical behavior through compliance frameworks and tax conformity.