Corporate Governance – lawful and responsible management at Aurubis

Questions and announcements regarding corporate management, control and transparency are summarized under "Corporate Governance". Aurubis AG understands a responsible and transparent Corporate Governance as a central challenge and indispensable prerequisite for the creation of sustainable value for its shareholders and all other stakeholders.

In the joint Corporate Governance Report issued by the Executive Board and the Supervisory Board, Aurubis has committed itself to responsible, transparent corporate management and control, oriented to increasing enterprise value. We understand corporate governance as a continuous process to improve management and control in light of new experiences and regulations as well as evolving national and international standards.

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The German Corporate Governance Code contains three types of rules that differ from each other in terms of their binding character: statutory regulations, recommendations and suggestions.

Recommendations (“shall”) establish internationally and nationally recognized standards of conduct. In addition, the Code provides suggestions (“should”) to individual companies for good and responsible corporate governance and control. In contrast to statutory regulations, compliance with recommendations and suggestions is not mandatory.

Regarding suggestions, however, exchange-listed companies must explain the degree of compliance with them once a year (Declaration of Conformity). Any possible deviations must be disclosed therein. Beyond the scope of the Declaration of Conformity, the alliance also provides information about the implementation of suggestions on a voluntary basis.

 

Corporate Governance report

The executive board publishes its corporate governance report and the declaration of conformity as part of the annual report can be seen here.

 

Declarations of Conformity

The latest declaration of conformity can be seen here. You can find older versions in our archive.

 

Fulfillment of the specification in detail

In addition to the information listed in the Declaration of Conformity, Aurubis AG publishes a list of corporate governance practices with regard to all recommendations and suggestions of the German Corporate Governance Code:

Compliance with code provisions in detail (Code synopsis)

 

You can find the notifications currently subject to disclosure requirements here.

In accordance with Art. 19(1) subparagraph 2 MAR,  members of the Executive and Supervisory Boards of a public company as well as closely related persons must notify the company and the Federal Authority for Financial Services Supervision (BaFin) about the purchase and sale of shares in the company or related financial instruments. The companies are obligated to publish this information. Insignificant purchase and sales transactions (under € 5,000 per calendar year) are exempt from this disclosure obligation.

The German Corporate Governance Code has a comparable ruling in the edition dated June 2, 2005.

The members of our Executive and Supervisory Boards have been informed about this.

Notifications pursuant to Art. 19(1) subparagraph 2 MAR.

 

The early identification and observation of risk development is of major importance. Furthermore, we strive to limit negative effects on earnings caused by risks with appropriate and economically sound countermeasures.
 

Risk management is an integral component of the centralized and decentralized planning, management and monitoring processes and covers all of the Aurubis Group’s main sites, business sectors and staff functions. The planning and management system, risk reporting, an open communication culture and risk reviews at the sites create risk awareness and make our risk situation transparent.
 

Risk management officers have been appointed for all sites, business sectors and staff functions, and they form a network within the Group. The Group headquarters in Hamburg manages the network. Corporate Risk Management reports directly to the Chief Financial Officer. The RMS is documented in a corporate policy.
 

Standard risk reporting takes place bottom-up each quarter using a uniform, group-wide reporting format. Within this format the identified risks and risks beyond a defined threshold are explained and evaluated on the basis of their probability of occurrence and their business significance, and measures to manage them are outlined. The risks registered with Group headquarters are qualitatively aggregated into significant risk clusters by Corporate Risk Management and reported to the entire Executive Board. The report also establishes the basis for the report to the Supervisory Board’s Audit Committee as well as external risk reporting.


In the report to the Executive Board and the Audit Committee, the qualitatively aggregated risk clusters are assessed with due regard to risk management measures (net perspective) based on their probability of occurrence and the potential effect on earnings pursuant to the spreads included in the table and are classified as low, medium or high.

 

As an industrial enterprise and an employer, we are aware of our significant responsibility towards our neighborhood, the environment, customers and business partners as well as our employees.

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In accordance with Section 26 (1) German Securities Trading Act (WpHG), Aurubis AG is obligated to publish these voting rights notifications via the DGAP (Deutsche Gesellschaft für Ad-hoc-Publizität mbH).

Our voting rights notifications pursuant to Sections 21 et seq. German Securities Trading Act (WpHG) are listed here.

 

An overview of the shareholder structure can be found in the current annual Report.