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In accordance with the German Transparency and Publicity Act (TransPuG), all listed companies are obliged to disclose their compliance with the recommendations of the German Corporate Governance Code and to explain any deviations from these recommendations.
Disclosures in accordance with corporate governance
Would you like more information on corporate governance at grenke? The relevant documents are available for download here.
Corporate Governance Reports
Declarations of Conformity
Current Articles of Association of grenke AG
Current Report of the Supervisory Board
Rules of Procedure of the Supervisory Board
German Corporate Governance Code
Corporate Management Practices
As a listed stock corporation and parent company, we are required to submit a Statement of Corporate Governance pursuant to Sections 289f and 315d HGB. This statement contains the Declaration of Conformity pursuant to Section 161 AktG, disclosures on corporate management practices and a description of the working practices of the Board of Directors and the Supervisory Board.
The corporate management and monitoring structures of grenke AG (the "Company") and the grenke Consolidated Group are described in the following.
Shareholders and the Annual General Meeting
The Annual General Meeting decides on all matters assigned to it by law. This includes, in particular, the election of shareholder representatives to the Supervisory Board, the election of the auditor, the discharge of the Board of Directors and the Supervisory Board, amendments to the Articles of Association, the appropriation of profits and capital measures. At the request of the Board of Directors, the Annual General Meeting may also decide on matters relating to the management of the company.
Supervisory Board
The Supervisory Board advises and monitors the Board of Directors. The Supervisory Board consists of six highly qualified members who are elected by the Annual General Meeting and represent the shareholders of grenke AG.
Board of Directors
The Board of Directors is the Company’s management body. It manages the business in accordance with the provisions of the German Stock Corporation Act and the Articles of Association resolved by the shareholders. As such, it is bound by the interests of the Company and the principles of its business policy.
Working Practices of the Board of Directors and the Supervisory Board
The Board of Directors and the Supervisory Board work closely together for the benefit of the Company.
The Board of Directors informs the Supervisory Board regularly, promptly and comprehensively on all issues related to the implementation of the corporate strategy, planning, business development, the financial position, results of operations and specific business risks and opportunities relevant to the Company as a whole. Major decisions require the approval of the Supervisory Board. The Board of Directors is appointed and dismissed by the Supervisory Board in accordance with the Articles of Association of grenke AG.
The central task of the Supervisory Board is to advise and monitor the Board of Directors and formulate the strategy together with the Board of Directors. The Supervisory Board of grenke AG meets once a quarter and the chair of the Supervisory Board meets with individual members of the Board of Directors on a monthly basis. Extraordinary meetings and conference calls are also held when necessary. The Supervisory Board has set up an Audit Committee, a Nomination Committee, a Risk Committee, a Remuneration Control Committee and a Digitalisation Committee.
Audit Committee
The Audit Committee consists of three members. In accordance with Section 7 (4) of the Supervisory Board’s Rules of Procedure, the tasks of the Audit Committee consist primarily of monitoring the accounting and the accounting process, the risk management system (especially the internal control system), the compliance management system, combatting corruption, and internal auditing. The Audit Committee is also tasked with monitoring the performance of the audit of the annual financial statements and specifically the independence of the auditor. The Committee is also responsible for monitoring any additional services provided by the auditor and the quality of the auditor. It is also the Audit Committee’s responsibility to recommend the focal points of the auditor’s audit to the Supervisory Board. In addition, the Audit Committee is tasked with receiving and evaluating the auditor’s findings on the effectiveness of the internal control system, the risk management system and the efficiency of the Internal Audit department. Furthermore, the Audit Committee deals with any other findings of the auditor; the preparation of the audits and reports incumbent on the Supervisory Board pursuant to Sections 170, 171 AktG; the monitoring of the processing of the deficiencies identified and the discussion of the interim reports (quarterly and half-yearly reports) and statements.
Nomination Committee
The Nomination Committee consists of three members. Pursuant to Section 8 (4) of the Rules of Procedure of the Supervisory Board, the main tasks of the Nomination Committee include the strategic aspects of personnel planning, such as reviewing fundamental personnel planning, and the conclusion, amendment and termination of the employment contracts with the members of the Board of Directors. The Nomination Committee also identifies candidates for Board of Directors positions and assists in the preparation of election proposals for the election of members of the Supervisory Board, taking into account the required knowledge, skills, professional experience, and diversity principles. The development of a target to promote the representation of the underrepresented gender on the Supervisory Board and a strategy to achieve it is also the responsibility of the committee. The Committee also monitors the topic of occupational health and safety (OHS).At least once a year, the Nomination Commit tee shall conduct an assessment of the structure, size, composition and performance of the Board of Directors and the Supervisory Board as well as the committees of the Supervisory Board and regularly, at least once annually, assess the knowledge, skills and experience of both the individual Board of Directors and Supervisory Board members and the respective body or committee as a whole. Reviewing the Board of Directors’ policies for the selection and appointment of senior management is one of the core tasks of the Nomination Committee, as is the preparation of a diversity concept, management and talent management and succession planning. In addition, the Nomination Committee informs the full board about the conclusion, amendment, or termination of employment contracts with general agents.
Risk Committee
The Risk Committee consists of three members. According to Section 9 (3) of the Rules of Procedure of the Supervisory Board, the tasks of the Risk Committee include mainly advising the Supervisory Board on the current and future overall risk appetite and overall risk strategy of the Company and supporting the Board of Directors in monitoring the implementation of this strategy by upper management level. Likewise, monitoring to ensure the conditions in the customer business are in line with the business model and risk structure of the Company is also part of the Risk Committee’s tasks. If it is found that this is not the case, the Risk Committee requests proposals from the Board of Directors on how the conditions in the customer business can be structured in accordance with the business model and the risk structure and monitors their implementation. In addition, the Committee is responsible for reviewing whether the incentives set by the remuneration system adequately consider the Company’s risk, capital and liquidity structure, as well as the probability and timing of revenue. As part of broader corporate risk, cybersecurity also falls under the oversight of the Risk Committee. The Risk Committee also deals with the granting, extension and modification of credit lines for individual borrowers when the total limit for the associated borrower unit exceeds EUR 10,000,000.
Remuneration Control Committee
The Remuneration Control Committee consists of three members. The Committee’s main tasks pursuant to Section 10 (3) of the Supervisory Board Rules of Procedure are to monitor the appropriate design of the remuneration systems for the members of the Board of Directors and employees, including employees who have a significant influence on the Company’s overall risk profile and, above all, for the heads of the risk control and compliance functions. The Remuneration Control Committee also supports the Supervisory Board in monitoring the appropriate design of the remuneration systems for the Company’s employees.The Remuneration Control Committee assesses the impact of the remuneration systems on risk, capital and liquidity management, prepares Supervisory Board resolutions on the remuneration of Board of Directors members, and pays particular attention to the impact of these resolutions on the Company’s risks and risk management. The Committee takes into account the longterm interests of shareholders, investors, other stakeholders and the public. It also assists the Supervisory Board in monitoring the proper involvement of internal control and all other relevant areas in the design of the remuneration systems, target setting and achievement concerning the variable remuneration of the Board of Directors members. It advises the Supervisory Board on the composition of the remuneration policy and determines appropriate remuneration for the Board of Directors members that is geared towards sustainable corporate development.
Digitalisation Committee
The Digitalisation Committee consists of three members. The Committee was formed by a resolution of the Supervisory Board on March 14, 2023, for the period starting on April 1, 2023 until the end of the 2026 Annual General Meeting to support the digitalisation programme initiated by the Board of Directors. In accordance with Section 11 (4), of the Supervisory Board’s Rules of Procedure, the main tasks of the Digitalisation Committee are to support the Supervisory Board in monitoring the implementation of the IT and digitalisation strategy, the accompanying monitoring of IT projects and process initiatives, the planned IT architecture and structure in terms of technical performance, stability and scalability, and the investment budgets. The Committee also supports the Supervisory Board in monitoring the project and performance control in the area of digitalisation at the IT, administrative, and staff cost level.
Diversity
The following diversity aspects are considered in the Board of Director’s composition:
The decisive factor for the Supervisory Board when filling a Board of Directors position is always the Company’s interest, taking into account all circumstances of the individual case. In the view of the Supervisory Board, personal suitability and professional qualifications, in particular, are key criteria when selecting members for the Board of Directors. This includes not only an appropriate consideration of women but also diversity with regard to cultural origin and various educational and professional backgrounds.
The Supervisory Board pays particular attention to the following principles when considering which personalities would best complement the Board of Directors:
The composition of the Board of Directors shall be balanced in terms of age structure so that the body’s ability to act is guaranteed at all times.
The composition of the Board of Directors shall meet the requirements of the Second Management Position Act (FüPoG II).
With regard to their educational and professional backgrounds, the members of the Board of Directors must be able to fulfil the duties of proper management in accordance with the law, the Articles of Association, and the Rules of Procedure of grenke AG. In addition, they should have primarily the following back grounds:
- Longstanding management experience in an international context
- Extensive experience in IT management (digitalisation)
- Comprehensive knowledge of the requirements and interrelationships of the capital market
- Sound knowledge of financial management and risk management
- Thorough knowledge of accounting according to IFRS and HGB
- Broad knowledge of climate protection and sustainability
Based on these principles, the Supervisory Board fulfils the legal requirements by taking gender diversity into account in the selection of Board of Directors’ members and implements the related aspiration to increase the proportion of women in management positions.
The Supervisory Board also fulfils all obligations under the law, the Articles of Association and the Rules of Procedure with regard to the consideration of different professional and educational backgrounds in order to ensure that the tasks and duties incumbent on this body can be properly fulfilled. In doing so, this also ensures that all changes in the business environment, which are fundamentally in an international context, as well as all effects of cultural, demographic and social change affecting the Company in its day-to-day business, are analysed and evaluated from a wide variety of perspectives. This corresponds to our under standing of stability and sustainability as well as innovation and dynamics for the further successful development of the Company.
A close, ongoing exchange between the Supervisory Board and Board of Directors regarding all important issues affecting the Company’s fate and development ensures that the targets for the Board of Directors’ composition are met. As part of this exchange, the Supervisory Board regularly reviews whether or not the competencies of the respective Board of Direc tors members meet the requirements of their areas of responsibility. It also regularly checks whether the number of Board of Directors members and their responsibilities correspond to the requirements associated with the growth and complexity of the Company. The Super visory Board is responsible for deciding on the composition of the Board of Directors and the schedule of responsibilities, as well as for ensuring succession planning.
The Supervisory Board, together with the Board of Directors and with the support of the Nomination Committee, ensures long-term succession planning for the Board of Directors. Long-term succession planning takes into account the requirements of the German Stock Corporation Act, the German Banking Act, the Corporate Governance Code and the Rules of Procedure of the Supervisory Board, as well as the criteria of the diversity concept developed by the Supervisory Board for the composition of the Board of Directors. Taking into account the specific qualification requirements and the aforementioned criteria, the Nomination Committee develops a target profile and, on the basis of this, draws up a shortlist of available candidates in the event of a specific succession decision. Structured interviews are conducted with these candidates. Subsequently, a recommendation is submitted to the Supervisory Board for resolution. If necessary, the Supervisory Board and the Nomination Committee are supported by external consultants in the development of requirement profiles. The position of Chief Representative serves as an opportunity for the Company to introduce internal candidates to the role of the Board of Directors. The Supervisory Board of grenke AG shall be composed in such a way as to ensure qualified advice to and supervision of the Board of Directors at all times. The following diversity aspects are taken into account in the composition of the Supervisory Board: The composition of the Supervisory Board shall meet the requirements of the Second Management Position Act (FüPoG II). In terms of their educational and professional backgrounds, the members of the Supervisory Board should be in a position to fulfil the legal obligations associated with this task and, at the same time, be able to devote the time necessary to carry out this activity. In addition to the requirement for a high quality of char acter in the sense of personal competence, the decisive factors, above all, are professional competence and business experience, as well as the Supervisory Board member’s corre sponding ability to exercise objective judgement. In addition to this, the competence profile of the members of the Supervisory Board of grenke AG is also based on the following backgrounds:
- Longstanding management experience in an international context
- Comprehensive knowledge of the requirements and interrelationships of the capital market
- Sound knowledge of financial management (financing and controlling)
- Thorough knowledge of accounting accord ing to IFRS and HGB
- Extensive experience in IT management (digitalisation and transformation)
- Experience in strategy and sales management
- Broad knowledge of climate protection and sustainability
The members of the Supervisory Board as a whole must be familiar with the sector in which the Company operates.
The objectives pursued with the diversity concept for the composition of the Supervisory Board are as follows:
In order to fulfil its role as a supervisory and control body, the Supervisory Board should be able to provide an accurate assessment of the current development and future direction of the Company. Accordingly, the aim is to compose the Supervisory Board in such a way as to ensure qualified control and advice at all times in accordance with the German Stock Corporation Act and the German Corporate Governance Code. In the 2024 financial year, the Supervisory Board’s composition as a whole fully represented the knowledge and experience necessary. This made it possible for the Supervisory Board to deal with and evaluate the issues relevant to decision-making in a qualified manner. The Supervisory Board’s composition also placed it in a position to make its decisions for effective supervision and control from an objective point of view. The competence profile and diversity concept for the Supervisory Board are generally imple mented as part of the election proposals to the Annual General Meeting, while the diversity concept for the Board of Directors is imple mented through the appointment of Board of Directors’ members by the Supervisory Board.
Transparency
The grenke Consolidated Group reports on its operating situation and financial results in the Annual Report, the interim financial reports and the quarterly statements. Information is also published in ad hoc publications and press releases. All publications and reports are available on the Company's website at www.grenke.com/en/investor-relations/.
grenke AG has created a mandatory insider register in accordance with Article 18 of the Market Abuse Regulation (MAR). The persons concerned have been advised of their statutory duties and penalties in the case of any violations. In accordance with Article 19 MAR, we provide information on the transactions of managers and persons closely related to them on our website.
Accounting and Audit of Financial Statements
The grenke Consolidated Group prepares its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union. grenke AG prepares its separate financial statements under the provisions of the German Commercial Code (HGB). After examination by the Supervisory Board, the approved (consolidated) financial statements are published within four months of the end of the fiscal year. The Annual General Meeting elected BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Germany, auditor of the annual financial statements and consolidated financial statements for the 2025 financial year. The auditor shall also perform the audit review of interim financial reports for the 2026 financial year during the period up to the next Annual General Meeting in the 2026 financial year, insofar as these are to be performed in each case.
Directors' Dealings
According to Article 19 of Regulation (EU) No 596/2014 (Market Abuse Regulation [MAR]; until July 3, 2016: Section 15a of the German Securities Trading Act [WpHG], persons discharging managerial responsibilities at an issuer, as well as persons closely associated with them shall notify the issuer and the Federal Financial Supervisory Authority (BaFin) of transactions conducted on their own account relating to shares or debt instruments. Such notifications shall be published promptly and send to BaFin.
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