Guidelines on Key Issues of Corporate Governance

Introduction

ScandicEstate, ScandicPay, ScandicYachts, ScandicFly, ScandicTrade, and ScandicTrust are brands under the umbrella of LEGIER Beteiligungs mbH, a German limited liability company based at Kurfürstendamm 195, 10707 Berlin (Federal Republic of Germany).

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

I. Responsibilities of the Managing Director

The managing director of LEGIER Beteiligungs mbH is responsible for the management and representation of the company pursuant to § 35 GmbHG. They act in the interests of the shareholders, to whom they are accountable, and ensure the long-term value of LEGIER Beteiligungs mbH and its brands. They are subject to the legal requirements of the GmbHG, particularly the duty of care under § 43 GmbHG, and are responsible for proper accounting and financial reporting 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 Corporate Income Tax Act (KStG).
  • Withholding and remittance of wage tax for employees and the managing director pursuant to § 38 EStG.
  • Withholding and remittance of capital gains tax on distributions pursuant to § 43 EStG.
  • Ensuring market-standard conditions in transactions with related parties to avoid hidden profit distributions pursuant to § 8 KStG.
  • Compliance with transfer pricing documentation pursuant to § 1 AStG, where applicable.
  • Issuance of certificates for withheld taxes pursuant to § 45a EStG.

If necessary, the managing director may engage tax advisors. Under the LkSG, tax aspects in supplier transactions must be considered, particularly the withholding of taxes pursuant to § 50a EStG for payments to foreign suppliers.

Integration of the Compliance Framework

The managing director is responsible for implementing the compliance framework pursuant to § 4 LkSG, which includes:

  • Monitoring the annual risk analysis pursuant to § 5 LkSG.
  • Implementing preventive and remedial measures pursuant to § 6 LkSG.
  • Establishing a complaints procedure pursuant to § 8 LkSG.
  • Regular reporting pursuant to § 10 LkSG.

They ensure compliance with ethical standards to prevent forced labor, child labor, discrimination, and environmental harm.

II. Composition of the Managing Director

The management consists of one managing director, appointed pursuant to § 37 GmbHG. They act independently and objectively, free from significant personal or business relationships that could impair their independence.

Integration of the Compliance Framework

Particular emphasis is placed on compliance expertise, especially regarding human rights and environmental standards pursuant to § 4 LkSG. The managing director must effectively implement the compliance framework and assess suppliers against ethical standards pursuant to § 6 LkSG.

III. Appointment of the Managing Director

Selection of the Managing Director

The shareholders’ meeting appoints the managing director pursuant to § 37 GmbHG, optionally based on the recommendation of a nomination committee. Relevant qualifications include:

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

Integration of the Compliance Framework

Experience in implementing compliance systems, particularly risk analysis pursuant to § 5 LkSG and supplier vetting pursuant to § 6 LkSG, is required. Diversity is promoted.

Managing Director Upon Change of Duties

In case of retirement or a change in position, the shareholders’ meeting reviews the appropriateness of their activities. Changes must be communicated promptly.

IV. Code of Conduct and Business Ethics

The managing director and employees adhere to a code of conduct that promotes ethics, integrity, and legal compliance. The managing director applies the care of a prudent businessperson pursuant to § 43 GmbHG.

Integration of the Compliance Framework

The code of conduct is based on the policy statement pursuant to § 4 LkSG and mandates compliance with human rights and environmental standards. Suppliers must adhere to a corresponding code.

V. Performance and Succession of the Managing Director; Compensation

Performance and Succession

The shareholders’ meeting regularly evaluates the managing director’s performance and plans for succession annually.

Integration of the Compliance Framework

The performance evaluation assesses the implementation of the compliance framework, particularly risk mitigation pursuant to § 5 LkSG and complaints handling pursuant to § 8 LkSG.

Compensation of the Managing Director

Compensation is determined pursuant to § 38 GmbHG, aligned with performance and market standards, and promotes long-term value creation and compliance with the LkSG. It complies with tax requirements pursuant to § 38 EStG.

VI. Meetings of the Managing Director

With a single managing director, regular meetings are not applicable. However, they meet regularly with the shareholders’ meeting pursuant to § 242 HGB.

Integration of the Compliance Framework

Compliance issues, including risks and complaints pursuant to § 8 LkSG, are regular agenda items.

VII. Committees

Committees such as audit or nomination committees may be established pursuant to § 47 GmbHG.

Integration of the Compliance Framework

A compliance committee is recommended to oversee the framework pursuant to § 5 LkSG and § 8 LkSG.

VIII. Communication with Shareholders

Shareholders can reach the managing director via email ([email protected]) or mail (Kurfürstendamm 195, 10707 Berlin). They provide information pursuant to § 51a GmbHG. For distributions, taxes are withheld pursuant to § 43 EStG, and certificates are issued pursuant to § 45a EStG.

Integration of the Compliance Framework

Communication includes complaints pursuant to § 8 LkSG and compliance audits.

IX. Appointment and Resignation of the Managing Director

The managing director is appointed pursuant to § 38 GmbHG and may be removed for breaches of duty.

Integration of the Compliance Framework

Compliance with the framework pursuant to § 4 LkSG is a criterion for appointment and continuation of office.

X. Accounting and Transparency

The company complies with accounting regulations (§ 238 HGB) and financial reporting (§ 242 HGB). The annual financial statements pursuant to § 264 HGB are disclosed pursuant to § 325 HGB. Tax adjustments are made pursuant to § 5 EStG, deductible expenses pursuant to § 4 EStG.

Integration of the Compliance Framework

The annual report includes information on LkSG compliance pursuant to § 10 LkSG.

Final Note

These guidelines promote responsible corporate governance, safeguard shareholder interests, and ensure ethical conduct through the compliance framework and tax compliance.