2012曾道人一句:SAP SE Corporate Governance
曾道人必中 www.gboyf.tw At SAP, we believe that we have a responsibility to maintain shareholder, customer, and employee confidence in the Company's high standards of governance and accountability. This confidence is essential to everything we do in business and allows us to measure our level of success.
Corporate Governance Structure
Articles of Incorporation of SAP SE
The basic conditions framing SAP’s set-up in corporation law terms are contained in the Articles of Incorporation.
The articles must outline the company constitution and meet certain minimum statutory requirements. For example, SAP's Articles of Incorporation define our corporate purpose, the amount of capital stock, the share class, and the organization of our Executive Board and Supervisory Board.
A company's articles can also include additional provisions that exceed the minimum legal requirements, as long as these are not inconsistent with the law. SAP's Articles of Incorporation include such additional provisions.
Only the General Meeting of Shareholders can amend the content of the Articles of Incorporation, and any changes must be carried by a three-fourths majority of the votes cast.
Articles of Incorporation of SAP SE, version dated May 17, 2018 (PDF)
Agreement on the Involvement of Employees in SAP SE
Due to its legal form as a Societas Europaea (SE), the German Co-Determination Act ("Mitbestimmungsgesetz") does not apply to SAP SE. The size and composition of the Supervisory Board is determined by general European SE regulations. These regulations have been implemented by the Articles of Incorporation and the Agreement on the Involvement of Employees in SAP SE, which was signed on March 10, 2014 with representatives of the European SAP employees.
Agreement on the Involvement of Employees in SAP SE?dated March 10, 2014 (PDF)
With regard to the expected withdrawal of the United Kingdom (UK) from the European Union ("Brexit"), a Supplementary Agreement to the Agreement on the Involvement of Employees in SAP SE was concluded on July 15, 2019.
Supplementary Agreement to the Agreement on the Involvement of Employees in SAP SE dated July 15, 2019 (PDF)
German Code of Corporate Governance
Another key document is the German Corporate Government Code, adopted on February 26, 2002 by a German Government Commission established for that purpose in September 2001. The aim of the Code is to reinforce confidence in the management and oversight of German corporations by spelling out clear rules of corporate governance that are transparent for German and international investors. The Government Commission reviews the Code and publishes a revised version once a year.
Declaration of Implementation Pursuant to the German Stock Corporation Act, Section 161
Every year, the Supervisory Board and the Executive Board make a declaration, as required by the German Stock Corporation Act, section 161, stating that SAP has implemented and will follow the Code or identifying any recommendations in the Code that we do not, or will not, follow.
As required by the German Stock Corporation Act, section 161, we publish a declaration every year that reports in detail on our implementation of the recommendations in the German Corporate Governance Code.
Since February 2018, the Declaration of Implementation does not contain any deviations from the recommendations of the GCGC.
Declaration of implementation of the German Corporate Governance Code of October 2019:
- Declaration October 2019?(PDF)
SAP's previous declarations of implementation of the Code:
Code of Conduct for Employees
The Code of Business Conduct expresses the high standard of integrity that we require from our employees in conducting the Company’s business, in terms transparent to employees and other stakeholders.
SAP's Code of Business Conduct for Employees is a statement of the company's commitment to safeguarding our investors and customers against unfair competitive practices, corruption, or misleading statements. The code is binding for all employees and sets the standard for all dealings with customers, partners, competitors, and vendors.
International differences in culture, language, and legal and social systems make the adoption of a uniform code of business conduct across the entire SAP Group somewhat difficult. As a result, SAP has set forth a master code consisting of minimum standards. In turn, each company within the SAP Group must adopt a similar code that meets at least these minimum standards and may include additional or more stringent rules of conduct.
The following code of conduct is in place for SAP SE, parent company of the SAP Group. This SAP SE code is identical to the SAP Group master code.
The Sarbanes-Oxley Act requires companies listed in the United States to declare whether they have a code of ethics that, at minimum, applies to certain levels of management. SAP's Code of Business Conduct for Employees meets the standards set by the Sarbanes-Oxley Act and the regulations pursuant to the act.
To learn more about the code or to report potential violations, e-mail SAP at?[email protected]?or call us at?+1 877-587-8605 (toll free in the U.S.) or?+49 6227 7 40022 (Germany). SAP prohibits all forms of bribery or corruption, including facilitation payments.
Corporate Governance Statement and Corporate Governance Report
According to Sections 315d, 289f of the German Commercial Code and the recommendation of the German Corporate Governance Code in Section 3.10 SAP SE yearly publishes a Corporate Governance Statement and a Corporate Governance Report. Both documents are available here:
Corporate Governance Statement February 19, 2019
Corporate Governance Statement?(PDF)
The Corporate Governance Report 2018 is in the SAP Integrated Report.
Rules of Procedure SAP SE Executive Board
The Executive Board must manage the Company in accordance with the law, the Articles of Incorporation, and its Rules of Procedure.
Rules of Procedure Executive Board SAP SE,?version dated July 25, 2019 (PDF)
Rules of Procedure Supervisory Board SAP SE
The Supervisory Board conducts its business in accordance with the provisions of the law, the Articles of Incorporation, and its Rules of Procedure.
Rules of Procedure Supervisory Board SAP SE, version dated October 24, 2019 (PDF)
Profile of Skills and Expertise for the Supervisory Board of SAP SE
The proper consultation with and supervision of the Executive Board requires specific knowledge, capabilities, and professional experience among the members of the Supervisory Board. To this end, the Supervisory Board of SAP SE adopted a profile of the skills and expertise that the full Supervisory Board must possess. It thus follows the recommendation in section 5.4.1 (2) of the German Corporate Governance Code.