Corporate governance statement
The corporate governance statement (in accordance with Sec. 289a HGB ["Handelsgesetzbuch": German Commercial Code]) contains the declaration of compliance, disclosures relating to corporate governance practices and a description of the way the Managing Board and Supervisory work. group.hugoboss.com/Investor Relations/Corporate Governance
Dependent company report
Pursuant to Sec. 312 AktG [“Aktiengesetz”: German Stock Corporation Act], the Managing Board of HUGO BOSS AG is obliged to prepare a dependent company report. The dependent company report presents the relationships with Permira Holdings Limited, Guernsey, and the companies of the HUGO BOSS Group. The Managing Board has prepared a dependent company report and made the following concluding statement: "… the Company has at all times received appropriate consideration for all transactions within the meaning of this report based on the circumstances prevailing at the time of each respective transactions and has not suffered any disadvantage in fiscal year 2013 by reason of undertaking or refraining from undertaking measures at the instruction or in the interest of Permira Holdings Limited, Guernsey, and its affiliates.“
Disclosures under takeover law pursuant to Sec. 289 (4), 315 (4) HGB
The disclosures required in accordance with Sec. 289 (4) and Sec. 315 (4) HGB are presented and explained in the following. As far as the Managing Board is concerned, there is no further need for explanations within the meaning of Sec. 175 (2) Sentence 1 and Sec. 176 (1) Sentence 1 AktG.
The subscribed capital of HUGO BOSS AG is made up of 70,400,000 no-par value ordinary shares with an imputed share in share capital of EUR 1.00 each.
There are capital investments exceeding 10% of the voting rights. Information concerning the majority shareholder
Apart from this, HUGO BOSS AG has not been notified of any other shareholders holding more than 10% of the voting rights.
In fiscal year 2013, HUGO BOSS AG was notified of two voting rights announcements pursuant to Sec. 21 (1) and Sec. 22 of the German Securities Trading Act (WpHG). Information concerning the majority shareholder
The Company has not received any other notifications from shareholders who hold 3% or more of the voting rights in HUGO BOSS AG.
There are no shares in HUGO BOSS AG with special rights granting control authority. There are no special rules governing the exercise of shareholder rights by shareholders who are employees of HUGO BOSS AG.
The appointment and dismissal of members of the Managing Board of HUGO BOSS AG is in accordance with Sec. 84 and Sec. 85 AktG and Sec. 31 MitbestG [“Mitbestimmungsgesetz”: German Co-determination Act] in conjunction with Art. 6 of the Articles of Association. In accordance with Art. 6 (1) of the Articles of Association, the Managing Board comprises at least two members. The number of members of the Managing Board is determined by the Supervisory Board pursuant to Art. 6 (2) of the Articles of Association. The Supervisory Board can appoint a chairman and a deputy chairman of the Managing Board. The Supervisory Board can revoke a person’s appointment to the Managing Board and appointment to the position of chairman of the Managing Board for good cause. In accordance with Art. 6 (3) of the Articles of Association, members of the Managing Board may not be older than 60 years of age when they are appointed. Members of the Managing Board are appointed by the Supervisory Board for no more than five years
Amendments to the Articles of Association are made by resolution of the Annual Shareholders' Meeting. Unless prescribed otherwise by the German Stock Corporation Act, resolutions are passed pursuant to Art. 17 (2) of the Articles of Association by simple majority of the votes cast and – if a majority of the capital represented when passing a resolution is required – with a simple majority of the share capital represented when the resolution is passed. Pursuant to Art. 20 of the Articles of Association, the Supervisory Board is authorized to make amendments to the Articles of Association that only affect the wording.
Authorization of the Managing Board to increase share capital (authorized capital 2009) with the option of excluding subscription rights
By resolution of the Annual Shareholders' Meeting of May 14, 2009, the Managing Board is authorized until May 13, 2014 to increase the share capital, subject to the approval of the Supervisory Board, once or several times through the issue of new registered ordinary and/or registered preferred shares without voting rights equivalent to the registered preferred shares without voting rights already issued in exchange for contributions in cash and/or kind up to a maximum of EUR 35,200,000 in total. In the event of increases in share capital in exchange for contributions in cash the ratio between the two share types is kept unchanged. As a rule, shareholders have a subscription right if authorized capital is used. However, the Managing Board is authorized to exclude the subscription rights of holders of one category of shares for shares of another category, to preclude fractional rights from the subscription rights of shareholders and, subject to the approval of the Supervisory Board, to exclude the subscription rights of shareholders if the capital increase in exchange for contributions in kind serves the purpose of acquiring companies or investments in companies.
Authorization to acquire own shares and to use own shares, also while excluding put options and subscription rights, including authorization to redeem acquired own shares and reduce capital
The Annual Shareholders' Meeting of June 21, 2010 renewed the Managing Board's authorization to acquire own shares. Accordingly, the Managing Board is authorized until June 20, 2015 to acquire registered ordinary shares and/or registered preferred shares without voting rights of the Company up to a share of no more than 10% of the share capital outstanding as of June 21, 2010. HUGO BOSS AG can exercise its authorization to acquire own shares fully or in partial amounts, once or several times for one or several purposes only for registered ordinary shares and/or registered preferred shares while partially excluding any put options for the corresponding categories. The acquisition can be made through the stock exchange or a public offer addressed to the holders of the corresponding share category. Own shares acquired under this authorization can be sold again through the stock exchange or through an offer addressed to all shareholders while excluding subscription rights of shareholders. They can alternatively be redeemed as compensation for the acquisition of a company and investments in companies, for sale at a price that does not fall materially short of the current quoted price and for the admission of the share to foreign stock exchanges.
The syndicated loan taken out by HUGO BOSS AG and HUGO BOSS International B.V. and guaranteed by HUGO BOSS AG as well as the bilateral lines of credit contain customary conditions that grant the contracting parties additional termination rights in the event of a change of control.
The service contract with one of the members of the Managing Board also contains a clause under which, in the event of a change of control (acquisition of more than 30% of the voting rights in HUGO BOSS AG), the contracting partners are granted under certain circumstances an additional termination right and, if the service agreement is indeed terminated, the member of the Managing Board has to be compensated. The Company has not entered into any other compensation arrangements with the other members of the Managing Board or employees in the event of a takeover bid.