Declaration on Corporate Governance/ German Corporate Governance Code
The following (Group) declaration on corporate governance in accordance with Sections 289f and 315d HGB is a key element of our corporate governance reporting and includes the report by the Management Board and Supervisory Board on corporate governance in accordance with Principle 23 of the German Corporate Governance Code in the version of the GCGC dated April 28, 2022, information on key corporate governance practices and on the working methods and composition of the Supervisory Board and Management Board, including information on the company’s corporate governance, the diversity concept for the Supervisory Board and Management Board and the legal requirements for the equal participation of women and men in management positions.
1) Declaration of Conformity with the German Corporate Governance Code
With its internationally and nationally established standards of good and responsible corporate governance, the German Corporate Governance Code (GCGC) is intended to promote trust in the management and supervision of German listed stock corporations. UNITEDLABELS AG would like to maintain and build on the trust placed in its company by its shareholders, customers, suppliers, employees and the public through openness and transparency. For these reasons, UNITEDLABELS AG largely complies with the recommendations of the German Corporate Governance Code.
The current declaration of compliance with the German Corporate Governance Code pursuant to Section 161 AktG is printed at the end of this chapter and published on the company’s website at the following link: https:
The current declarations of compliance with the German Corporate Governance Code and those of previous years are permanently available to the public on the company’s website at https://www.unitedlabels.com/en/investor-relations/corporate-governance.
2) Shareholders and Annual General Meeting
Our shareholders exercise their rights at the company’s Annual General Meeting. The Annual General Meeting takes place in the first eight months of the financial year. The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides on all tasks assigned to it by law. These include resolutions on the appropriation of the net profit reported in the annual financial statements, the discharge of the Supervisory Board and the Management Board, the election of the auditor, the election of members of the Supervisory Board, the approval of the remuneration system and the remuneration report for members of the Management Board and Supervisory Board of the listed company as well as decisions on amendments to the Articles of Association or measures to raise or reduce capital. The Annual General Meeting also serves as a platform for shareholders to engage in dialog with the Management Board and Supervisory Board.
Our aim is to make it as easy as possible for shareholders to participate in the Annual General Meeting. All documents required for participation are published on the Internet in advance. In addition to the option of authorizing an intermediary, a shareholders’ association or another person, shareholders are appointed a proxy for the Annual General Meeting, whom they can instruct to exercise their voting rights in accordance with their instructions. We publish the voting results on the Internet immediately after the Annual General Meeting.
3) Disclosures on corporate governance practices
Code of conduct for manufacturers
In order to promote compliance with ethical standards in the age of global production, the UNITEDLABELS Group has developed a Code of Conduct for manufacturers. The UNITEDLABELS Group comprises the headquarters UNITEDLABELS AG (Germany), UNITEDLABELS Belgium, N.V. (Belgium), UNITEDLABELS Comicware Ltd (Hong Kong), UNITEDLABELS Ltd (England), House of Trends europe GmbH (Germany), Open Mark United Labels GmbH (Germany) and Elfen-Service GmbH (Germany). The Code of Conduct is based on the conventions of the International Labor Organization (ILO) and the United Nations as well as on the national legislation of the respective country of production. The full text of the Code of Conduct is published on the company’s website at www.unitedlabels.com/unternehmen/code-of-conducts.
4) Working methods of the Management Board and Supervisory Board and the composition and working methods of their committees
The German Stock Corporation Act stipulates a two-tier board structure for UNITEDLABELS AG, consisting of a Management Board and a Supervisory Board. In the dual management system, management and control are strictly separated. The UNITEDLABELS Group is managed by the Management Board on the basis of statutory provisions and the rules of procedure adopted by the Supervisory Board. The Supervisory Board advises and monitors the Management Board in its management activities. The Supervisory Board appoints the members of the Management Board; significant transactions by the Management Board require its approval. The Management Board and Supervisory Board observe the rules of proper corporate governance.
The Executive Board
The company’s Management Board is the Group’s management body and consists of one person. The Management Board is bound by the interests of the company and is committed to increasing the sustainable value of the company. It develops the corporate strategy, including for the subsidiaries. The Management Board ensures compliance with the statutory provisions and works towards their observance by the Group companies.
The Management Board works closely with the Supervisory Board for the benefit of the company. It coordinates the strategic direction of the company with the Supervisory Board and discusses the status of strategy implementation with it at regular intervals.
The Management Board informs the Supervisory Board regularly, promptly and comprehensively about all issues relevant to the company relating to planning, business development, the risk situation, risk management and compliance. In doing so, it addresses deviations in the course of business from the established plans and targets, stating the reasons.
Management Board reports and documents required for decision-making, in particular the annual financial statements, the management report, the consolidated financial statements, the Group management report and the audit report, are forwarded to the members of the Supervisory Board as far as possible in good time before the meeting, usually eight days before the meeting. In addition, the Chairman of the Supervisory Board and the Management Board are also in regular contact outside of Supervisory Board meetings. If necessary, the members of the Supervisory Board are also informed verbally or in writing at short notice outside of meetings or can be called to extraordinary meetings.
The Supervisory Board
The Supervisory Board of UNITEDLABELS AG consists of three members who were elected by the Annual General Meeting.
The Supervisory Board appoints the members of the Management Board and represents the company in dealings with them. It monitors and advises the Management Board on the management of the company and decides on all significant transactions of the company for which approval is required. It regularly discusses business development, planning and strategy. At its regular meetings, the Supervisory Board discusses the monthly information and quarterly reports. It examines the annual financial statements of UNITEDLABELS AG, the consolidated financial statements and the management report of the company and the Group with the assistance of the auditor, who reports directly to the Supervisory Board, and decides on their adoption or approval.
The Supervisory Board has adopted rules of procedure for its work, which can be viewed at https://www.unitedlabels.com/investor-relations/geschaeftsordnung-aufsichtsrat/. The main content of the rules of procedure is to regulate the composition and responsibilities of the Supervisory Board, its convening, preparation and chairing of meetings as well as the rules on committees and quorums.
As the Supervisory Board consists of only three members, the Supervisory Board assumes the tasks of an audit committee and records these under separate agenda items.
In accordance with the recommendation in section C.1 of the German Corporate Governance Code, UNITEDLABELS AG believes that the Supervisory Board has an appropriate number of independent members. This is because, in the opinion of the Supervisory Board, all members are to be regarded as independent
Dr. David Strack, Mr. Albert Hirsch and Ms. Silvia Lubitz were elected to the Supervisory Board at the Annual General Meeting on 2 July 2024. The Supervisory Board members were elected with effect from the end of the Annual General Meeting on July 2, 2024 until the end of the Annual General Meeting that resolves on the discharge for the third financial year after the start of the term of office, whereby the financial year in which the term of office begins is not counted, i.e. until the end of the Annual General Meeting in 2028.
The Supervisory Board does not see the need for professionally qualified committees in relation to the company and its specific circumstances, given that it only consists of three people
The Supervisory Board has neither specified concrete objectives for the composition of the Supervisory Board nor drawn up a skills profile for the entire Board. Reporting in the form of a skills matrix has also been dispensed with.
Detailed information on the Supervisory Board’s main areas of work and consultation in the 2024 financial year is explained in the Report of the Supervisory Board, which is in the 2024 Annual Report. The Chairman of the Supervisory Board is prepared to hold discussions with investors on Supervisory Board-specific topics to an appropriate extent.
Self-assessment of the effectiveness of the Supervisory Board’s work
The Supervisory Board has carried out the regular self-assessment of the effectiveness of the Supervisory Board’s work as required by the Code. The self-assessment was last carried out in January 2025 by means of a questionnaire by the members of the Supervisory Board and a subsequent discussion within the Supervisory Board.
5) Provisions to promote the equal participation of women and men in management positions
The “Act on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector” (FüPoG), which came into force on May 1, 2015, obliged the management and supervisory boards of certain companies in Germany to set targets for the proportion of women on the supervisory board, management board and the two management levels below and to determine by when the respective proportion of women should be achieved. The companies had to decide on their targets and implementation deadlines by September 30, 2015. When the targets were set for the first time, the implementation deadline for the targets was not permitted by law to extend beyond June 30, 2017. The “Act to Supplement and Amend the Regulations for the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector (Second Leadership Positions Act – FüPoG II)”, which came into force on August 12, 2021, further developed the FüPoG, which came into force in 2015. Companies must now justify why they have set themselves the goal of not appointing women to the Management Board.
The Supervisory Board of UNITEDLABELS AG last resolved on June 15, 2021 that a target of 0% for the proportion of women regard to the composition of both the Supervisory Board and the Management Board will be in place by June 30, 2026 with regard to the equal participation of women and men. Nevertheless, the aim is to pay greater attention to compliance with the quota regulation when making new appointments to the executive bodies. The composition of the Management Board reflects the objective; with regard to the composition of the Supervisory Board, one third of its members are women. At the Annual General Meeting on July 2, 2024, a female member, Silvia Lubitz, was elected to the Supervisory Board at the proposal of the Supervisory Board.
On June 15, 2021, the Management Board of UNITEDLABELS AG resolved to increase the proportion of women at the first management level to and to maintain this target until June 30, 2026. As at December 31, 2024, the management level (management circle) consisted of four women and three men. The target was therefore achieved.
6) Description of the diversity concept for the composition of the Management Board and Supervisory Board
UNITEDLABELS AG does not currently pursue a diversity concept with regard to the composition of the authorized representative body and the Supervisory Board beyond the objectives for the composition of the Management Board and Supervisory Board described in this declaration.
7) Remuneration of board members
The remuneration system submitted to and approved by the Annual General Meeting in accordance with Section 87a (1) and (2) sentence 1 AktG, the remuneration reports for the past financial years with the auditor’s report and the most recent remuneration resolution in accordance with Section 113 (3) AktG are published in the Investor Relations section the following link: https:
8) Transparency
UNITEDLABELS AG attaches great importance to providing uniform, comprehensive and timely information. Reporting on the business situation and results of UNITEDLABELS AG takes place within the specified deadlines in the annual report, the quarterly reports and the 6-month report. UNITEDLABELS AG also participates in press and analyst conferences.
Information is also provided in the form of press releases and ad hoc announcements where required by law. All announcements and notifications can be viewed on the Internet at https://www.unitedlabels.com/en/investor-relations/. The planned dates of the main recurring events and publications – such as the Annual General Meeting, annual report and financial reports during the year – are compiled in a financial calendar, which is published sufficiently in advance and can be accessed on the company’s website at https://www.unitedlabels.com/en/investor-relations/financial-calendar/.
UNITEDLABELS AG has established compliance structures for its current company size and will continue to develop these in view of the growing requirements from the regulatory environment and with a view to the company’s development.
Violations of applicable law and internal guidelines are appropriately sanctioned.
Declaration of Conformity by the Management Board and Supervisory Board of UNITEDLABELS Aktiengesellschaft
pursuant to § 161 AktG on the German Corporate Governance Code
The Management Board and Supervisory Board of UNITEDLABELS Aktiengesellschaft declare that the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette have generally been complied with in the past and will be complied with in the future. The following declaration refers to the recommendations of the ‘Government Commission on the German Corporate Governance Code’ in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022 (‘Code 2022’ or ‘Code’).
Furthermore, the Management Board and Supervisory Board declare that the recommendations of the “Government Commission on the German Corporate Governance Code” were only deviated from as follows and will probably be deviated from in future:
A. Management and monitoring
Recommendation A.1
According to recommendation A.1, the Management Board should identify and assess the risks and opportunities for the company associated with social and environmental factors as well as the ecological impact of the company’s activities. Furthermore, environmental and social objectives should also be appropriately considered in the corporate strategy. Corporate planning should include corresponding financial and sustainability-related targets.
The Management Board and Supervisory Board generally recognize sustainability aspects as important and take them into account appropriately in their activities for the company. However, the aforementioned recommendations are vague and any statement regarding compliance with them is therefore subject to considerable uncertainty. The Management Board and Supervisory Board therefore declare a deviation in this respect as a precautionary measure.
Recommendation A.3
According to recommendation A.3, the internal control system and the risk management system should also cover sustainability-related objectives, unless already required by law. This should include the processes and systems for recording and processing sustainability-related data
The design of the internal control system and the risk management system is currently based on the legal requirements. Sustainability-related objectives that go beyond these legal requirements are not yet covered by the internal control system and the risk management system due to the size of the company.
Recommendation A.4
There is no whistleblower system for employees or third parties. Due to the size of the company and an open corporate culture, the formal establishment of a whistleblower system is not considered necessary.
Recommendation A.5
In accordance with recommendation A.5, the management report should describe the main features of the internal control system and the risk management system and should comment on the appropriateness and effectiveness of these systems.
The company has an internal control system and risk management system. However, the recommendations regarding the disclosures in the management report go well beyond the statutory requirements. With regard to the management report, the company is currently guided by the statutory requirements and considers these to be sufficient.
B. Composition of the Management Board
Recommendation B.1
The Code recommends paying attention to diversity in the composition of the Management Board. As the Management Board consists of only one member, diversity cannot be achieved. The Supervisory Board will also include the aspect of diversity in its considerations when expanding the composition of the Management Board.
Recommendation B.2
UNITEDLABELS AG deviates from this recommendation. As the Supervisory Board believes that the Management Board remains well staffed, there is currently no need to ensure long-term succession planning.
C. Composition of the Supervisory Board
Recommendations C.1/C.2:
In addition, the Supervisory Board should specify concrete objectives for its composition and draw up a profile of skills and expertise for the entire Board. The status of implementation should be disclosed in the form of a skills matrix in the corporate governance statement. This should also provide information on what the shareholder representatives consider to be an appropriate number of independent shareholder representatives on the Supervisory Board and the names of these members.
In the opinion of the Management Board and Supervisory Board, the composition of the Supervisory Board must be aligned with the interests of the company and must ensure that the Management Board is effectively monitored and advised. The Supervisory Board therefore selects candidates for nomination to the Annual General Meeting solely on the basis of professional and personal competence and experience; other characteristics such as gender, nationality and age were and are irrelevant for these nominations for reasons of equal opportunity. In addition to these selection criteria, the company considers the aspects listed in the Code to be worthy of consideration and the Supervisory Board will include them in its decision at the time of the respective election proposals, taking into account the company-specific situation at that time. However, for the reasons stated, it is not possible to commit to this, even taking into account the small number of Supervisory Board mandates to be filled.
For these reasons, no specific objectives are set for the composition of the Supervisory Board, nor is a skills profile drawn up for the entire Board. For the same reasons, reporting in the form of a skills matrix is also refrained from.
The Code recommends setting age limits for members of the Supervisory Board and disclosing these in the declaration on corporate governance. The assessment of suitability should also be carried out in future irrespective of age. An age limit is also not considered appropriate in view of the prohibition of discrimination
D. Working methods of the Supervisory Board
Recommendation D.2/D.3:
The Code recommends forming professionally qualified committees depending on the specific circumstances of the company and the number of its members. The Supervisory Board consists of only three members. It has therefore not formed any committees. The Supervisory Board does not see the need for professionally qualified committees to increase the efficiency of the Supervisory Board’s work in relation to the company and its specific circumstances in view of the fact that it only consists of three members.
Recommendation D.4:
The Supervisory Board consists of only three members. These are elected exclusively by the shareholders. The Supervisory Board therefore sees no need to set up a nomination committee.
F. Transparency and external reporting
Recommendation F.2
The Code’s recommendation stipulates that the consolidated financial statements should be publicly accessible within 90 days of the end of the financial year and interim reports within 45 days of the end of the reporting period. As the company gives priority to the quality of the financial reports over compliance with the aforementioned deadlines, this may mean that the company is unable to comply with the publication deadlines recommended by the German Corporate Governance Code. Instead, the consolidated financial statements and interim reports are published within the statutory deadlines set by Deutsche Börse for the Prime Standard.
G. Remuneration of the Executive Board and Supervisory Board
Recommendation G1
With regard to remuneration in section G.I., the Code contains a large number of recommendations on the remuneration of the Management Board. The current remuneration system with regard to the sole member of the Executive Board, Peter Boder, does not fully comply with the new regulations and the company therefore declares a deviation in section G.I. as a precautionary measure, even if the existing Executive Board contract is protected.
In particular, the current remuneration system does not fully comply with the following recommendations: G.3 (peer group comparison of Management Board salaries), G.4 (comparison of Management Board salaries with top management), G.8 (exclusion of subsequent changes to targets), G.11 sentence 2 (possibility of the Supervisory Board reclaiming or withholding variable remuneration), G.16 (offsetting of remuneration for external Supervisory Board mandates).
In accordance with its statutory obligation, the Supervisory Board of UNITEDLABELS Aktiengesellschaft has adopted a remuneration system for the Management Board, which was approved by the 2021 Annual General Meeting and is also to be taken into account in particular for Management Board contracts concluded thereafter. The remuneration system submitted to the 2021 Annual General Meeting for approval and the resolution are available at
https://www.unitedlabels.com/en/investor-relations/hauptversammlung/ published.
Recommendation G.17.
The recommendation of the Code stipulates that the remuneration of the Supervisory Board should also take into account, among other things, the chairmanship and membership of committees. The amount of remuneration for Supervisory Board members is conclusively regulated in Section 10 of the Articles of Association. There are still no committees, meaning that the chairmanship and membership of committees are not taken into account in the remuneration of the Supervisory Board.
Münster, March 2025
signed.
The Executive Board The Supervisory Board
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