Coporate Governance Report
Corporate governance provides rules and standards for good and responsible management and for monitoring companies.
Rules, codes of conduct and standards for management and monitoring functions within the Würth Group are shaped by the corporate philosophy and culture.
The corporate philosophy shaped and defined by Prof. Dr. h. c. mult. Reinhold Würth determines the credo and self-image of the Würth Group. Together with corporate ethics, the corporate culture deals with the values and standards that should underlie entrepreneurial actions and decisions as well as the behavior of people working and being together. Würth’s corporate culture is shaped by concepts such as dynamism, performance orientation, openness, honesty, reliability, and responsibility.
Corporate governance in the Würth Group is ensured by the following rules and systems:
- A written corporate constitution laying down all the rules of interaction between the company, the Advisory Board and the owners, the Würth Family Trusts
- A dual management system, involving the division of authority for operative management and supervisory bodies, with the Central Managing Board and Advisory Board comparable to the management board and supervisory board, respectively, of a stock corporation
- Group Auditing Department
- Auditing of significant separate financial statements and the consolidated financial statements by independent auditors
- Establishment of risk management and risk controlling systems
- Refined controlling methods to create transparency in operating units
- Rating of the Würth Group by an international rating agency
In addition to these regulations and measures, the Central Managing Board of the Würth Group follows the current development of the German Corporate Governance Code (GCGC) and the German Code for Family Businesses. It adheres to these codes wherever the regulations are applicable to the Würth Group. Below are some further examples of corporate governance measures besides those set out above:
- Examination of efficiency conducted in the Advisory Board of the Würth Group pursuant to No. 5.6 GCGC
- Establishment of committees within the Advisory Board of the Würth Group, for example, the Audit Committee, pursuant to No. 5.3.2 GCGC
- Clear division of responsibilities between the bodies of the Würth Group by way of a binding approval catalog for management measures
- Performance-related payment of top management with variable and fixed salary components pursuant to No. 4.2.3 GCGC; appropriateness of total remuneration is borne in mind.
A further component of corporate governance is compliance on the part of employees. With more than 78,000 employees, the Würth Group needs clear rules to determine its conduct and to define the framework for entrepreneurial decisions. This is particularly relevant in light of the fact that the Würth Group’s activities span more than 80 countries.
We therefore need to set out binding standards and rules of conduct without infringing on the laws and values prevailing in the various countries and cultures. Based on the Würth corporate philosophy and the Würth corporate culture as described above, the Central Managing Board developed a Code of Compliance, which was approved by the Advisory Board. It serves as a guide for managers and employees on what sort of conduct and action is expected of them within the company and vis-à-vis the company environment.