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Pursuing Exemplary Business Management and Control

The conduct of the management and supervisory bodies of INDUS Holding AG is governed by the principles of good and responsible corporate governance. INDUS’s actions are geared toward long-term success. The Board of Management and Supervisory Board have thus for years followed German Corporate Governance Code recommendations.

Board of Management


The INDUS Holding AG Board of Management runs the company and manages its business activities. The Board determines the company’s strategic orientation, coordinates this with the Supervisory Board, and ensures its implementation. The Board of Management’s duties also include preparation of the quarterly, semi-annual, and annual financial statements of INDUS Holding AG and the INDUS Group. The Board of Management is comprised of four members. The Board’s members are Jürgen Abromeit (CEO), Axel Meyer, Dr. Johannes Schmidt and Rudolf Weichert. The age limitation policy adopted by the Supervisory Board for members of the Management Board, which provides for their stepping down upon reaching the age of 68, was complied with.

Compensation of the Board of Management

The Board of Management compensation system was reviewed in 2009 and presented by the Supervisory Board at the 2010 Annual Shareholders’ Meeting. The revisions provide for a sustainability component as well. The compensation system now consists of three elements, in compliance with law: fixed salary, short-term incentive and long-term incentive. Variable components comprise roughly 40 % of compensation; components with a multi-year measurement base and short-term variable components are weighted accordingly.

For details on compensation please see Compensation Report.


Supervisory Board


The Supervisory Board of INDUS Holding AG appoints the Board of Management, provides guidance regarding company management and monitors management activities. Information on the focal points of Supervisory Board activity last year is available in the Supervisory Board’s report of the actual Annual Report.

The Supervisory Board consists of six members. No member of the Supervisory Board performs or has performed executive, supervisory, or consulting functions at any significant competitors of INDUS. The Code recommendation is followed that no more than two former Board of Management members should be allowed on the Supervisory Board.

Compensation of the Supervisory Board

Supervisory Board compensation is governed by Item 6.16 of the articles of incorporation. In addition to the reimbursement of out-of-pocket expenses incurred in performing their duties in the fiscal year ended, all Supervisory Board members receive basic compensation of EUR 30,000, as well as an attendance fee of EUR 3,000 per meeting. The Chairman receives double the two aforementioned sums, and his deputy receives one-and-a-half times these amounts. An additional fee is not paid to committee members for committee meetings held on the same day as Supervisory Board meetings.

For details on compensation please see Compensation Report.

Compensation Report

The German Management Board Remuneration Disclosure Act (VorstOG) provides for individualized publication of the compensation figures for Board of Management members. In the compensation report, these compensation figures are itemized by fixed, performance-based, and long-term incentive components.

Financial Statement Auditing

Accounting
Since the beginning of 2005, the consolidated financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS). As before, the separate financial statements of INDUS Holding AG are prepared in accordance with the German Commercial Code (HGB).

Financial Statement Auditing
The consolidated and separate financial statements were audited by Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft, Cologne.

The corresponding  statement of independence in accordance with Item 7.2.1 of the German Corporate Governance Code was obtained by the Supervisory Board.



Objectives and Strategy

Objectives: expansion of profitable portfolio and shareholder profit participation

INDUS is a publicly traded German investment company positioned in the SME market. The Group’s objective is to keep the EBIT margin in the “10%+” range.

This level of profitability allows regular dividend distributions to be made to shareholders. INDUS passes on its companies’ profits to investors by paying regular dividends to shareholders (target = up to 50 % of holding company accumulated profit).

The company thus offers a broad range of investors access to companies stable in value in the SME asset class.

The portfolio is to be expanded through further acquisitions of profitable mid-sized industrial enterprises, with the aim at optimizing the business growth of these companies. INDUS thus is always on the lookout for potential acquisition candidates. Candidates of potential interest for the portfolio are companies which are leaders in growing industrial niche markets. INDUS is primarily known among German SMEs as a contact partner for succession planning. And this remains the company’s focus.

Corporate spin-offs can also represent interesting investment opportunities for INDUS, but only if the units in question can be viably independent in the SME market.

Successful manufacturing companies are sought which have a stable business model and fastgrowth products. INDUS therefore does not acquire start-ups or invest in restructuring turnaround cases. The same applies for “mature” businesses which have already passed their prime.

Exit strategies play no role in acquisition decision-making, as the principle of “buy, hold and develop” is central to our corporate strategy and philosophy. INDUS business objectives also include maintaining stable portfolio performance and continuous enhancement through promising investments.

Risk Management

Risk management system
INDUS Holding AG  has established a risk management system to identify potential risks and observe and assess these across all functional areas.

As an integral part of business, planning, accounting and controlling processes, the risk management system is integrated into the INDUS Holding AG information and communications system, and is a key element in the management system.

The structuring of the risk management system is the responsibility of the Board of Management, which ensures that risks are managed actively.

The objective of the risk management system is to identify, take stock of, analyze, assess, manage and monitor risks systematically. The Board of Management regularly, and as required by events, examines and revises the company’s risk register.

Reporting processes: close coordination with portfolio companies
The fundamentals of the risk management system include the organizational integration of opportunity and risk processes into everyday operations, an adequate management structure, a coordinated planning system and detailed reporting and information systems. Accordingly, the risk management system involves the portfolio companies submitting reports on the status of and changes in material risks affecting the holding company.

As a result, opportunities and risks are continuously reassessed by the INDUS Board of Management. Both company-specific and external events and developments are analyzed and evaluated in this process.

Details can be found in our Annual Report.

Internal control and risk management system based on consolidated and separate financial statement data
The scope and form of INDUS Holding AG´s accounting-related internal control system (CS) are at the discretion of the responsibility of the Board of Management. The Supervisory Board monitors the accounting process and the effectiveness of the ICS.

For complete Report please see Risk Management System.

Statements and Articles of Incorporation

The Declaration on Corporate Governance, the Code of Conduct and the Articles of Incorporation of INDUS Holding AG reflect a business management governed by the principles of good and responsible corporate governance. Following the recommendations of the German Corporate Governance Code, the Board of Management and Supervisory Board jointly submit the statement of compliance required per Sec. 161 of the German Stock Corporation Act (AktG), made permanently available to shareholders on this website.

Declaration on Corporate Governance
Code of Conduct
Articles of Incorporation
Declaration of Conformity with the German Corporate Governance Code 2017

Disclosable Securities Transactions

Directors' dealings in FY 2017

Notification dated July 5, 2017
Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
Function: Member of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Disposal
Date: July 4, 2017
Price per share: EUR 61.80
No. of items: 4,000
Total amount traded: EUR 247,200
Place: Hanover

Directors' dealings in FY 2015

Notification dated August 26, 2015
Details of the person subject to the disclosure requirement: Rudolf Weichert
Function: Board of Management
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: August 26, 2015
Price per share: EUR 40.50
No. of items: 5000
Total amount traded: EUR 20,251
Place: Quotrix

Directors' dealings in FY 2015

Notification dated August 26, 2015
Details of the person subject to the disclosure requirement: Jürgen Abromeit
Function: Chairman of the Board of Management
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: August 19, 2015
Price per share: EUR 43.46
No. of items: 1,000
Total amount traded: EUR 43,461
Place: Frankfurt/Xetra

Directors' dealings in FY 2013

Notification dated December 4, 2013
Details of the person subject to the disclosure requirement: Jürgen Abromeit
Function: Chairman of the Board of Management
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: December 4, 2013
Price per share: EUR 27.87
No. of items: 2,000
Total amount traded: EUR 55,740
Place: Frankfurt/Xetra

Directors' dealings in FY 2012

Notification dated October 2, 2012
Details of the person subject to the disclosure requirement: Dr. Jürgen Allerkamp
Function: Member of the Supervisory Board
Financial instrument: Share of INDUS Holding AG
ISIN: DE0006200108
Type of transaction: Purchase
Date: September 26, 2012
Price per share: EUR 18.77
No. of items: 4,000
Total amount traded: EUR 75,074
Place: OTC