Overview of TRATON’s Governance in comparison with the Swedish Corporate Governance Code
Swedish companies with shares admitted to trading on a regulated market in Sweden are subject to the Swedish Corporate Governance Code (Svensk kod för bolagsstyrning, the “Swedish Code”). A non-Swedish company listed in Sweden can elect to either apply the Swedish Code, or corresponding local rules and codes where the company’s shares are also listed or where the company has its registered office. Given that TRATON SE (“TRATON”) has its registered office in Germany and its primary listing on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), TRATON has elected to apply the German Corporate Governance Code (Deutscher Corporate Governance Kodex, the “German Code”) and not the Swedish Code.
In light of the above, this section aims to provide a high-level summary of TRATON’s governance structure and to report and explain the important aspects in which this governance structure deviates from the Swedish Code.
TRATON is a European Company (Societas Europaea (SE)) incorporated under German law. In contrast to Swedish limited liability companies which have three (3) decision-making bodies in a hierarchical relationship to one another: the shareholders’ meeting, the board of directors and the chief executive officer, TRATON has a two-tier board system comprising the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) in addition to the Shareholders’ Meeting (Hauptversammlung). The Shareholders’ Meeting as the ultimate decision-making body elects shareholder representatives to the Supervisory Board (employee representatives are appointed by the employees), while the Supervisory Board appoints and supervises the members of the Management Board.
TRATON’s shareholders exercise their direct influence in TRATON through the Shareholders’ Meeting, which is TRATON’s ultimate decision-making body for fundamental governance questions. According to TRATON’s Articles of Association the Shareholders’ Meeting is generally chaired by the chairperson of the Supervisory Board or by another member of the Supervisory Board determined by its chairperson. While the meeting documentation, including the invitation and the minutes, is generally available both in the German and the English language, the Shareholders’ Meeting is held in the German language only. The invitation convening the Shareholders’ Meeting will be published in the German Federal Gazette (Bundesanzeiger), on TRATON’s website and by means of dissemination in the entire European Union (each in the German and the English language). In addition, TRATON will mandate a service provider for the distribution of invitations convening Shareholders’ Meetings and receipt of notices of attendances from shareholders who hold their shares via Euroclear Sweden.
Resolutions of the Shareholders’ Meeting are passed with a simple majority of the votes cast of the shares represented at the Shareholders’ Meeting, unless a higher majority is required by mandatory law or by the Articles of Association. Pursuant to the Company’s Articles of Association, amendments of the Articles of Association require a two thirds majority of the votes cast or, if at least 50% of the share capital is represented, a simple majority of the votes cast. Many resolutions of fundamental importance (grundlegende Bedeutung) require a majority of at least 75% of the votes cast. Such resolutions of fundamental importance include, among others, (i) amendments of the Company’s business purpose (Unternehmensgegenstand), (ii) capital increases and reductions, (iii) issuance of, or authorization to issue, convertible and profit-sharing certificates and other profit-sharing rights, (iv) exclusion of subscription rights as part of an authorization on the use of treasury stock, (v) liquidation of the Company, (vi) any measures to transform the Company under the German Transformation Act (Umwandlungsgesetz) and (vii) approval to conclude, amend or terminate affiliation agreements (Unternehmensverträge).
The Supervisory Board supervises the Management Board’s administration of TRATON and represents TRATON vis-à-vis the Management Board members. While the Supervisory Board has no right to assume any management responsibilities or to provide instructions to the Management Board, certain types of transactions by the Management Board require approval by the Supervisory Board prior to implementation.
According to TRATON’s Articles of Association, the Supervisory Board comprises twenty (20) members, of which ten (10) members are elected by TRATON’s Shareholders’ Meeting and represent the shareholders (owner side) and ten (10) members are appointed by the employees (employee side). If a vote in the Supervisory Board results in a tie, the chairperson, who must be a shareholder representative, has the deciding vote. According to the German Code, the Supervisory Board shall include what it considers to be an appropriate number of independent members. Supervisory Board members are considered non-independent, in particular, if they have a personal or business relationship with TRATON, the Management or Supervisory Board, VOLKSWAGEN as TRATON’s controlling shareholder or a company affiliated with VOLKSWAGEN that may cause a substantial and not merely temporary conflict of interest.
The Supervisory Board of TRATON has formed three (3) sub-committees, the Executive Committee (Präsidialausschuss), the Nomination Committee (Nominierungsausschuss) and the Audit Committee (Prüfungsausschuss), all of which comprise members of the Supervisory Board only. The sub-committees have limited decision-making powers, which largely remain with the Supervisory Board, such as issuing proposals to the Shareholders’ Meeting in respect of the election of the statutory auditor or members of the Supervisory Board. The remuneration of the Supervisory Board members largely consists of fixed components paid for membership and chairpersonship in the Supervisory Board and its sub-committees.
The Management Board is responsible for managing the affairs of TRATON in accordance with applicable law and has comprehensive power of representation. The Supervisory Board determines the exact number of the members of the Management Board, which needs to consist of at least two (2) members, and appoints them for a maximum term of five (5) years. The remuneration of the Management Board members, which is to be oriented towards the promotion of a sustainable development of the enterprise, is resolved upon by the Supervisory Board, while the Shareholders’ Meeting can only pass non-binding resolutions on the company’s remuneration policy.
Information on TRATON’s Corporate Governance
TRATON’s Management Board and Supervisory Board shall declare annually that the recommendations of the German Code have been and are being complied with, or which of the German Code’s recommendations have not been applied or are not being applied and the reasons therefor. This declaration is to be made public on TRATON’s website.
In addition, TRATON is to include a corporate governance report and a non-financial statement in its annual group report (Konzernlagebericht), the non-financial statement to especially include sustainability issues and the environmental impact of TRATON’s operations.
Important Deviations from the Non-Applicable Swedish Code
Given that TRATON is a European Company (Societas Europaea (SE)) incorporated under German law, TRATON’s above summarised governance structure deviates in important aspects from what the non-applicable Swedish Code (in the form applicable from December 1, 2016) anticipates as corporate basis for its recommendations. In particular, the Swedish Code assumes a one-tier board system in contrast to TRATON’s two-tier board system. As a consequence, TRATON deviates by nature of its corporate structure from several aspects of the Swedish Code’s recommendations. The important aspects in which TRATON’s governance deviates from the Swedish Code are listed hereinafter:
This section contains Directors’ Dealings notifications by TRATON SE.
|Publication date||Name||LEI||Transaction type||Financial instrument||Date of transaction|
|2019/06/28||Joachim Gerhard Drees||529900UIMQRKPFN6SV80||Acquisition||Share||2019/06/27||More|