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 all of our ad hoc announcements since 2014 here:

June 12, 2019

> Aurubis: In its ordinary meeting today, the Supervisory Board unanimously released J. Schachler (CEO) from his duties, effective immediately. Furthermore, the Executive Board and Supervisory Board have passed a resolution to stop investment project FCM.

May 22, 2019

> Aurubis AG: Aurubis acquires Metallo Group

Apr 26, 2019

> Aurubis AG generates preliminary quarterly earnings of EUR 63 million and reduces full-year forecast

Jan 30, 2019

> Mr. Roland Harings to become new CEO of Aurubis AG

Dec 10, 2018

> Change in Executive Board chairmanship in mid-2019

Nov 26, 2018

> Aurubis AG expects its operating result for fiscal year 2018/19 to be moderately below previous year

Nov 01, 2018

 > Aurubis AG: According to preliminary figures, Aurubis AG generated operating earnings before taxes (EBT) of EUR 63 million in Q4 of fiscal year 2017/18 (previous year: EUR 87 million), which is below current market expectations (EUR 73 million).

Oct 10, 2018

> Aurubis AG: European Commission expresses concerns regarding the approval of sale of the segment Flat Rolled Prod-ucts from Aurubis to Wieland

Apr 26, 2018 > Aurubis AG: Aurubis increases full-year forecast due to high quarterly result
Feb 12, 2018 > Aurubis AG: Aurubis AG executes term sheet with Wieland-Werke AG regarding the sale of Segment Flat Rolled Products
Apr 25, 2016 > Aurubis AG generated preliminary consolidated operating earnings before taxes (EBT) of EUR 77 million (previous year: EUR 142 million) in Q2 2015/16 and is therefore above the Q2 market expectations of EUR 63 million
Jan 27, 2016 > Aurubis AG generated operating earnings before taxes (EBT) of EUR 36 million in the first quarter of 2015/16 according to preliminary figures
Oct 02, 2015 > Aurubis AG: Mr. Jürgen Schachler appointed new Executive Board Chairman of Aurubis AG
Apr 29, 2015 > Aurubis AG: Aurubis AG generated operating consolidated earnings before taxes of EUR
Sep 19, 2014 > Change in the Executive Board of Aurubis AG
Feb 3, 2014 > Aurubis AG: Aurubis AG generated operating earnings before taxes (EBT) of EUR -2.5 million in the first quarter of 2013/14 according to preliminary figures

 

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, from 01 January 2020 below € 20,000.00) are exempt from this disclosure obligation.

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.

Please see also the Risk Management Report in our Annual Report.

Risk management Report

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.

Read more.

 

In accordance with Section 40 (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 33 et seq. German Securities Trading Act (WpHG) are listed here.

 

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

 

We kindly request that any shareholders obliged to inform Aurubis AG about changes in numbers of voting rights send the relevant notification to the following address:

Aurubis AG
Konzernrechtsabteilung
Hovestraße 50
20539 Hamburg
Germany

Telefax: +49 40 7883-3990
e-mail: votingrights@aurubis.com

Information about Aurubis' employee share program are available here.

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