Corporate Governance
✓ United Internet’s corporate governance activities are based on the German Stock Corporation Act (Aktiengesetz – AktG) and on the requirements of the German Corporate Governance Code (the “Code”). The Supervisory Board and the Management Board provide information about the Company's corporate governance annually in their Corporate Governance Statement. The Company can depart from the Code's recommendations but is then required to disclose this every year in a declaration of compliance pursuant to section 161 of the AktG, and to provide a justification for this (“comply or explain”).
United Internet AG’s Management Board and Supervisory Board consider it their responsibility to ensure the Company’s continued existence, and to create sustainable value, by managing it responsibly and for the long term. For United Internet, running a business involves more than pursuing economic goals – the Company also sees itself as having an obligation to society, the environment, employees, and other stakeholders.
Consequently, the Annual General Meeting in May 2021 expanded the Management Board remuneration system to be used when entering into new contracts of service to include ESG criteria in the short-term variable remuneration that forms part of the performance-related remuneration components. This was implemented for the first time in the target agreements for fiscal year 2022. The new target component is designed to focus Management Board members’ attention on sustainability issues, and to create an incentive for addressing them. The compensation paid to the Management Board and the Supervisory Board is set out in the Remuneration Report, which is available on the website. Basic information can be found in United Internet AG’s Articles of Association (German only). ✓
✓ United Internet’s diversity objective is for the Management Board and Supervisory Board to include a wide variety of different people and, as a whole, to have a sufficient breadth of opinion and knowledge. Among other things, this requires the members of the individual bodies to complement each other with respect to their experience and their educational and professional backgrounds, so as to have a good understanding both of the Company’s current business activities and of its longer-term opportunities and risks.
The Supervisory Board was elected at the general meeting in May 2020, and its size was increased to six members. Dr. Borgas-Herold stepped down from the Supervisory Board in fiscal year 2022. As a result, the Supervisory Board is currently composed of four men and one woman. United Internet AG is maintaining its target quota for women of 30% for female Supervisory Board members.
A target quota of 0 was set for the Management Board (section 111(5) of the AktG). The Management Board consisted of two men in fiscal year 2022. It will be expanded to comprise three members as of April 1, 2023. After comprehensive and careful consideration, the Supervisory Board has resolved that the Management Board should continue to comprise only male members going forward; as a result, the target quota for the Management Board will continue to be 0. This decision reflects the Company’s interest in continuing its success with Management Board members who are already familiar with the work and with the Group’s structures. However, the Supervisory Board also resolved at the same time that a target quota for women of 25% will be adopted if the Management Board is enlarged again in future.
For further information, please see the Corporate Governance Statement in the United Internet Group’s annual report. ✓
See the Corporate Governance section of United Internet's website.
See the Reports section of United Internet's website.
✓ Our Corporate Values, Leadership Principles, and Code of Conduct are at the heart of what we do every day. They apply throughout the enterprise. Our Business Applications Segment supplements our Corporate Values with Business Principles. Our Corporate Values, the IONOS Business Principles, our Leadership Principles, and our Code of Conduct are permanently available on our intranet and to some extent on the internet as well. ✓
See United Internet's website
✓ The United Internet Group’s risk and opportunities management policy aims to preserve and enhance the organization’s assets by exploiting opportunities and identifying and managing risks at an early stage. By walking the talk in this way, we ensure that United Internet can do business in a controlled organizational environment. Our policy sets out a responsible approach to dealing with the uncertainties that are an inevitable part of doing business. This also covers recruitment, staff development, and staff retention issues, along with dealing with environmental risks. For further information, please see the “Risk, Opportunity and Forecast Report” in United Internet’s annual report.
In fiscal year 2023, the existing risk management processes and governance structures will be reviewed in light of the insights gained from the current materiality analysis and will be adapted to the new requirements where necessary. One of the goals here is to enhance the visibility of those risks in the risk portfolio that are associated with sustainability topics and to harmonize the sustainability and risk management processes to a greater extent . ✓
See the “Risk, Opportunity, and Forecast Report” in our Annual Report.
✓ For United Internet, compliance means both observing all statutory requirements and internal organizational guidelines, and acting in accordance with our corporate values. Its aim is therefore to ensure that all employees act in a legally and ethically acceptable manner. For United Internet, compliance is a precondition for doing business successfully in the long term and hence an integral part of all Group activities.
United Internet AG’s Management Board has established a compliance management system (CMS) to ensure that the Company’s management and employees behave in a way that complies with the rules. The Group General Counsel, who reports regularly directly to United Internet AG’s CFO, is responsible for the CMS. Compliance is part of our end-to-end risk management approach, which comprises the Governance, Risk Management & Compliance (GRC), Corporate Audit, and Legal Department functions. Pooling these functions allows a common management approach to be adopted, utilizing and linking interfaces at content and process level. Segment compliance managers have been appointed at segment level. At some subsidiaries local compliance managers perform their role in addition to their other duties, while in certain operating divisions such as HR, the compliance organization is supported by function compliance managers.
The overarching objective of our compliance activities is to prevent material compliance violations. We achieve this by taking appropriate measures that are based on the Company’s risk position, in keeping with our three-tier activity hierarchy – “Prevent, Detect, and Respond.” Our compliance activities focus primarily on prevention: Transparent rules, well-informed employees, and early identification of potential infringements are the keys to success here.
Our Code of Conduct for employees is the foundation for behaving in line with the rules. It summarizes the main rules, explains them using examples, and gives concrete recommendations for interacting with colleagues, customers, business partners, competitors, shareholders, public authorities, and the media. At the same time, the Code refers to our key internal guidelines, offering employees a rapid overview. Among other things, our Code of Conduct for employees contains rules on how to ensure fair competition and anti-corruption. In line with our corporate value of fairness, it clearly states that we aim to outperform our competitors fairly and honestly, and that we will not employ any unfair practices to prevent, restrict, or distort competition. In addition, our Code of Conduct clearly sets out the measures that we take to prevent corruption, and uses concrete examples to explain what we mean by anti-corruption. We do not tolerate corruption, regardless of where it happens, whom it targets, or what the reason for it is. In line with this, directly or indirectly offering or granting any form of undue benefits (bribery), and requesting or accepting such benefits (corruption), are prohibited.
These basic rules are set out in more detail in our internal guidelines on preventing corruption and dealing with incentives. The guidelines are supplemented by confidential personal reporting channels and IntegrityLine, an electronic whistleblower system, which provides employees with confidential contact points outside their immediate working environments. A thorough review of all reports received did not reveal any incidents of corruption in the reporting period, as in the previous year.
An e-learning course on the Code of Conduct is used to familiarize employees with its content in an interactive, easily understandable way. It is an integral part of the onboarding process for new staff. In addition, new employees in Germany are made aware of the importance of compliance during their “welcome day”.
We use specific measures to benchmark whether we have achieved our compliance goals. In addition to confirmed cases of corruption and reports of potential cases, the KPIs here include the percentages of people participating in training and e-learning course. New hires in Germany and staff returning from parental leave in the Consumer Access, Consumer Applications, and Business Applications segments, plus all staff at arsys in Spain, were invited to participate in an e-learning course on the Code of Conduct in fiscal year 2022. All in all, 1,678 employees (2021: 1,085) began or have already successfully completed the e-learning course in the reporting period; this corresponds to 84.7% of the staff groups above (2021: 83.5%) . ✓
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