CORPORATE
GOVERNANCE AND
COMPLIANCE
Blue Cap AG is committed to the recognised principles of corporate governance, and the responsible management and control of the company geared towards long-term value creation. The efficient and trusting cooperation between the Management Board and the Supervisory Board, openness and transparency in corporate communication and the protection of shareholders’ interests are key. These qualities, as well as the company’s adherence to compliance principles, form the basis for the trust that our investors, clients, employees, business partners and also the general public place in the company.
Executive
bodies
The Management Board, Supervisory Board and Annual General Meeting form Blue Cap AG’s central executive bodies. The responsibilities of these three bodies are regulated by the German Stock Corporation Act and by Blue Cap’s Articles of Association.
Management Board
Blue Cap AG is led by the Management Board and the Supervisory Board under a dual management system. The Management Board is the sole management body and directs the company under its own responsibility. The members of the Management Board bear joint responsibility for the management of the company.
Supervisory Board
The Supervisory Board appoints, supervises and advises the company’s Management Board. The work of the Supervisory Board is coordinated by the Chair of the Supervisory Board. Information on the key areas of focus of the Supervisory Board’s activities can be found in the Report of the Supervisory Board in the respective annual report.
The remuneration of the Supervisory Board is laid down in Section 12 of the Articles of Association.
Annual General Meeting
The Annual General Meeting is a gathering of the shareholders. It makes decisions, in particular, on the discharge of the Management Board and the Supervisory Board for the conduct of the company’s affairs, the appropriation of net earnings, amendments to the Articles of Association, the selection of the auditor of the annual financial statements and certain capital measures. The Annual General Meeting takes place every financial year, and every shareholder is entitled to participate.
Declaration of Conformity
The Executive Board and Supervisory Board of Blue Cap AG, Munich are not obliged to make a declaration of compliance under Article 161 AktG, but in the interests of providing information to the shareholders and the capital market have decided to voluntarily make a declaration with regard to the recommendations of the German Corporate Governance Code.
Compliance
Blue Cap AG prides itself in its corporate culture that embraces individual and collective responsibility towards ethical action, and compliance with rules and regulations.
Our compliance management system is responsible for preventing, identifying and sanctioning violations of the law and regulations. Compliance officers have been appointed at the level of both the holding company and the portfolio companies. They are responsible for making the topic an established part of day-to-day business, for familiarising employees with compliance issues at annual training sessions and for serving as a port of call for employees who have questions or concerns about compliance at any time.
A whistle-blower hotline has been set up to allow compliance violations to be reported, allowing employees to report any irregularities anonymously and without having to fear negative consequences.
The procedural rules for the complaint mechanism of the Blue Cap Group pursuant to § 8 of the Act on Corporate Due Diligence in Supply Chains(LkSG) enable employees and external individuals to report on risks as well as violations of human rights or environmental obligations that may have arisen from the economic activities of the Blue Cap Group within its own business operations or those of an immediate supplier. This ensures that every incoming report is handled carefully and transparently, in accordance with the legal requirements of § 8 LkSG.
A uniform Group-wide Code of Conduct and an Anti-Corruption Policy that also applies as standard across the Group provide clarity on sensitive issues and desirable conduct. They serve as a guide for the employees of the holding company and the portfolio companies in their day-to-day work.
Articles of Association
You can find the latest version of Blue Cap AG’s Articles of Association here. In addition to general provisions, the Articles of Association include regulations on the central executive bodies (Management Board, Supervisory Board, Annual General Meeting), the annual financial statements and the appropriation of profits.
Auditors
The consolidated financial statements have been prepared in accordance with the principles of the International Financial Reporting Standards (IFRS) since the 2019 annual financial statements. The separate financial statements of Blue Cap AG are still prepared in accordance with the requirements of the German Commercial Code (HGB).
Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Deloitte) has audited the annual and consolidated financial statements of Blue Cap AG and the Group since 1 January 2012. Deloitte follows its own internal regulations and international guidelines on the internal rotation of auditors as a way of preserving independence, which goes beyond what is required by law. Christof Stadter has been responsible for the audit since the 2019 financial year. Another signatory is Michael Hehl (since 2023).
Deloitte has audited the annual financial statements of Blue Cap AG and the Group and the respective management report, and has issued an unqualified audit opinion.
Notifiable securities disclosures
Pursuant to Art. 19 (1) of the Market Abuse Regulation (EU) No. 596/2014 (MAR), persons performing management duties at Blue Cap AG are obliged to report the purchase or sale of Blue Cap shares. This obligation also applies to persons who have a close relationship with such a person. The obligation to disclose the purchase or sale of shares applies to transactions that are conducted after a total volume of EUR 20,000 (limit applies as of 1 January 2020) has been reached within a calendar year. There is no disclosure obligation for transactions carried out prior to this. Separate calculations are made for every person subject to this disclosure obligation. Disclosure must be made within three (3) working days of the date of the transaction.
