RESPONSIBLE CORPORATE MANAGEMENT
The philosophy of meeting commercial and social challenges together is the foundation on which the cooperatives are based and is also a fundamental principle of sustainability. For DZ BANK, responsible corporate management is an integral part of the corporate strategy and a prerequisite for successful business. As a central institution for the cooperative financial network, we have embedded key values such as mutuality, fairness, and partnership into our corporate culture. Our core values are drive, integrity, and trust.
The basis for sustainable corporate management is provided by a broad set of components that cover all parts of the business. These range from our guidelines for business operations in general and for the investment and lending business in particular, and extend to our responsible HR policy, sustainability training courses, sustainability targets, and climate strategy. The resulting framework enables all employees to engage in sustainable practices in their day-to-day work.
DZ BANK attaches particular importance to achieving effective corporate governance. For us this principally means compliance, risk management, reputation management, and transparent decision making. The remuneration system of the Board of Managing Directors meets the regulatory requirements that are currently in force. We also adhere to the statutory requirements for minimum notice periods with regard to operational changes that could have a substantial impact on our employees and their elected representatives.
The collaborative relationship between DZ BANK's Board of Managing Directors and Supervisory Board is underpinned by openness and transparency, as is the recruitment process for these two boards. In order to avoid conflicts of interest, members of our Board of Managing Directors are not permitted to move directly to a seat on the Supervisory Board.
The management structure of DZ BANK
DZ BANK is managed by its Board of Managing Directors, whose nine members are also responsible for developing the bank's corporate strategy. Their work is monitored by DZ BANK's Supervisory Board, which is made up of an equal number of shareholder and employee representatives. Of the shareholder representatives who sit on the Supervisory Board, nine are elected by the Annual General Meeting and one is appointed by the Bundesverband der Deutschen Volksbanken und Raiffeisenbanken (BVR) [National Association of German Cooperative Banks]. In accordance with the German Codetermination Act (MitbestG), the members of DZ BANK's Supervisory Board also include ten employee representatives. The Supervisory Board and its committees monitor and advise DZ BANK's Board of Managing Directors and cooperate closely with it, with the latter always notifying Supervisory Board members of any relevant developments as soon as possible. In 2016, DZ BANK's Supervisory Board held six meetings.
Remuneration for the Board of Managing Directors and divisional managers
DZ BANK rewards the members of its Board of Managing Directors and divisional managers with a fixed salary plus variable remuneration that is paid over several years. The amount of variable remuneration depends on previously agreed targets being achieved. Of the variable remuneration for members of the Board of Managing Directors and divisional managers, 80 percent is deferred for four years and pegged to the value of DZ BANK's shares. In this way, we ensure that their remuneration reflects the bank's long-term performance.
The code of conduct – behaving with integrity
As a responsibly managed company, we provide our employees with principles and rules on how to behave properly and responsibly, particularly in their dealings with customers, business partners, and other members of staff. The Compliance Office has developed a code of conduct in collaboration with other departments that forms the framework for all directives and guidelines. It came into force on December 3, 2012. In addition, the representatives of the individual compliance functions have worked with the various sustain-ability coordinators in the DZ BANK Group to produce a code of conduct for the group. This came into force in May 2014 and applies to the entire DZ BANK Group. At the end of 2016, as a result of the merger, DZ BANK and the former WGZ BANK consolidated their codes of conduct into a version that was approved by the Board of Managing Directors in April 2017.
The code of conduct provides the basis for a corporate culture that is ethical, sustainable, and in compliance with the law and to which we are committed to upholding both internally and externally. It combines internal principles with external market standards and reinforces our commitment to sustainability. To ensure our employees can work well together, it provides guidance not only on how to deal with customers and business partners but also on good corporate governance. The code thus makes an important contribution to the sustainable development of DZ BANK and helps our employees to navigate their way through the increasing array of rules and regulations. The integrity of our employees is, after all, a key factor in the success of our bank.
DZ BANK posts information about the code of conduct on a variety of channels, including its compliance portal, the internal portal for written procedures, and the welcome page for new starters on the intranet. We have also integrated the code of conduct into existing training programs.