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
Shahid Sadiq
Member of the Supervisory Board
first elected: July 2023
elected until: Annual General Meeting 2024
- Global CFO, WPP Specialist Communications and Public Relations, 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 Management Board members received phantom stocks as multi-year variable remuneration. These share price-based bonus agreements provide that 40 per cent (1st tranche) of allocated phantom stocks shall be exercisable two years after allocation, and 60 per cent (2nd tranche) three years after allocation. In each case, the difference between a base price on allocation of the phantom stocks and the share price on exercise of the phantom stocks shall be paid out. The share price on exercise is determined as the average value over the 10 trading days prior to the exercise date, using XETRA closing prices in each case, in order to eliminate short-term price fluctuations. Similarly, when phantom stocks are issued, the average of the 10 trading days prior to allocation is used to determine the base price.
The first and second tranches may each be exercised within a timeframe of 12 months from the first exercise date, at the discretion of the Management Board. It follows that the first tranche may be exercised between 24 and 36 months after allocation, and the second tranche within 36 to 48 months after allocation.
The maximum payout amount from long-term profit participation is capped at 60 per cent of the price increase from the base price for the first tranche, and at 90 per cent of the price increase from the base price for the second tranche.
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.
