As a public limited liability company organised under the laws of the Grand Duchy of Luxembourg, the Group is not subject to the Code. However, we acknowledge the importance of good governance and are committed to comply with the principles as set out in the Code. The Executive Board and Supervisory Board believe deviations or qualifications of some individual provisions of the Code are justified. These deviations or qualifications are explained below.
Deviations from the Code
Independence of Supervisory Board members
Under the best practice provision 2.1.7 and 2.1.8, three out of five members of the Supervisory Board are considered not to be independent. One member has a shareholding in the company of at least ten percent and one member was appointed as representative of a legal entity which holds at least ten percent. The third member has a relative by blood in the first degree that is a member of the management board or supervisory board – or is a representative in some other way – of a legal entity which holds at least ten percent of the shares in the company. The Group deviates from this provision as it finds it necessary for its Supervisory Board members to have a good understanding of the complex environment in which the company operates. Furthermore, the representation of (persons in the direct line of descent to) the founder and majority shareholder of B&S Group, contribute to the long-term commitment towards value creation and continuity.
Establishment of committees
The Group reserves the right to deviate from provision 2.3.2 for practical reasons. The regulation of committees states that if the Supervisory Board consists of more than four members, it shall appoint an Audit committee, a Remuneration committee and a Selection and Appointment committee. In the period under review, this provision was deviated from as the Selection and Appointment committee and the Remuneration committee were combined to form one committee.
Cancelling the binding nature of a nomination or dismissal
Pursuant to the Articles of Association, shareholder Sarabel has a right to nominate candidates for appointment as members of the Supervisory Board. It is not possible under Luxembourg law to set aside the binding nature of the nomination right, which would result in a deviation from best practice principle 4.3.3.