In this Declaration, the Management Board and Supervisory Board report on corporate governance as required under section 289f of the German Commercial Code (HGB) and on the corporate governance of SYZYGY AG in accordance with provision F.4 of the German Corporate Governance Code (“DCGK” below).
The DCGK describes internationally recognised principles of responsible and transparent company management and supervision. Since it was first adopted in 2002, it has been updated and expanded on several occasions, most recently on December 16, 2019.
The Management Board and Supervisory Board are committed to a style of corporate management based on sustainability. They identify with the purpose of the DCGK, i.e. to promote trust-based management for the benefit of shareholders, employees and customers.
The DCGK contains recommendations, which companies are not obliged to follow. However, they must then make a corresponding disclosure in the annual Declaration of Conformity required under section 161 of the German Stock Corporation Act (AktG) and explain the deviations.
The Declaration on Corporate Governance as defined in section 289f of the German Commercial Code covers the following:
- The Declaration of Conformity with the German Corporate Governance Code in accordance with section 161 of the German Stock Corporation Act;
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- A reference to the company’s website, on which the following are made publicly accessible: remuneration report for the last financial year and the auditor’s report in accordance with section 162 of the German Stock Corporation Act, the current remuneration system in accordance with section 87a (1) and (2) sentence 1 of the German Stock Corporation Act, and the most recent remuneration resolution in accordance with section 113 (3) of the German Stock Corporation Act;
- Relevant information on corporate governance practices applied at the company that go beyond statutory requirements;
- A description of the working methods of the Management Board and Supervisory Board, and the composition and working methods of their committees
- Information about the targets established for the female proportion of management positions and the extent to which these targets are reached.
Board Members
The SYZYGY GROUP is led by a three-member management team comprising Franziska von Lewinski as CEO, Frank Ladner as Technology Director and Erwin Greiner as Finance Director.
Franziska von Lewinski
Chief Executive Officer / CEO
appointed until: December 31, 2023
- Managing Director, SYZYGY Performance Marketing GmbH, Bad Homburg v.d.H.
Frank Ladner
Chief Technology Officer
appointed until: December 31, 2023
- Managing Director, SYZYGY Deutschland GmbH, Bad Homburg v.d.H.
- Member of the Supervisory Board, Ars Thanea S.A., Warsaw
Erwin Greiner
Chief Financial Officer
appointed until: December 31, 2023
- Managing Director, SYZYGY Performance Marketing GmbH, Bad Homburg v.d.H.
- Managing Director, SYZYGY Digital Marketing Inc., New York
- Managing Director, diffferent GmbH, Berlin
- Director, SYZYGY UK Ltd, London
- Director, Unique Digital Marketing Ltd, London
- Member of the Supervisory Board, Ars Thanea S.A., Warsaw
Supervisory Board
The Supervisory Board’s tasks include appointing Management Board members, monitoring and advising the Management Board, adopting the annual financial statements and approving important company plans and decisions.
The Supervisory Board has three members: Antje Neubauer as Chair of the Supervisory Board, Dominic Grainger and Andrew Robertson Payne.
Antje Neubauer
Chairwoman of the Supervisory Board
first elected: September 2021
elected until: Annual General Meeting 2024
- Managing Director, WohnPlus Building GmbH, Düsseldorf
- Managing Partner, Antje Neubauer GmbH, Düsseldorf
Dominic Grainger
Member of the Supervisory Board
first elected: June 2019
elected until: Annual General Meeting 2024
- CEO, WPP Specialist Communication, London
- CEO, WPP Sports Practice, London
Andrew Robertson Payne
Member of the Supervisory Board
first elected: June 2018
elected until: Annual General Meeting 2024
- Group Associates Controller, WPP 2005 Ltd., London
Current holdings of shares
Shares in the company held by members of its corporate bodies as of 31 December 2021 are as follows
Phantom Stock Program
The phantom stock plan was set up in 2015. Under this arrangement the eligible employee receives the difference between the share price on the date of granting and the share price on exercise of the phantom stocks as a special payment. 40 per cent of the phantom stocks granted (Tranche 1) are not exercisable until at least 2 years have elapsed and will lapse after 3 years at the latest, while 60 per cent of the phantom stocks granted (Tranche 2) are not exercisable until at least 3 years have elapsed and will lapse after 4 years at the latest. The maximum price increase (cap) is limited to 60 per cent for Tranche 1 and to 90 per cent in the case of Tranche 2.
The previous year’s pool of stocks lapsed in full at the end of 2021 at the latest. On January 1, 2021, Franziska von Lewinski received a total of 250,000 phantom stocks with an exercise price of EUR 5.68.
Similarly, on January 1, 2021, Frank Ladner and Erwin Greiner were each allocated a total of 100,000 phantom stocks with an exercise price of EUR 5.68.
As at the balance sheet date, all the phantom stocks were still held in the pool. The first tranche can be exercised on December 31, 2022 at the earliest.
Management board: Phantom stocks
Directors’ Dealings
In accordance with Article 19 of the Market Abuse Regulation (MAR), the buying and selling of SYZYGY shares by members of the Management Board and the Supervisory Board, their spouses and civil partners and transactions by first-degree relatives of the Board members must be disclosed without delay.
Archive
Here you will find the reports on corporate governance and declarations of compliance with the German Corporate Governance Code of previous years.
