Investors

Corporate Governance

Quick Download

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).

Quick Download
Declaration on Corporate Governance for the 2021 financial year (Corporate Governance Report) PDF 181.9 KB
German Corporate Governance Code 2019 PDF 658.1 KB

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:

  1. The Declaration of Conformity with the German Corporate Governance Code in accordance with section 161 of the German Stock Corporation Act;
  2. Relevant information on corporate governance practices applied at the company that go beyond statutory requirements;
  3. A description of the working methods of the Management Board and Supervisory Board, and the composition and working methods of their committees;
  4. 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
Andrew Payne
Current holdings of shares

Shares in the company held by members of its corporate bodies as of 31 December 2021 are as follows

Number of shares as at
December 31, 2021
December 31, 2020
Management Board
Franziska von Lewinski (CEO)
Frank Ladner (CTO)
Erwin Greiner (CFO)
Supervisory Board
Antje Neubauer (Chairwoman)
Dominic Grainger
Andrew Payne
The members of the Supervisory Board do not hold any options

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
Numbers of shares as at
December 31, 2021
December 31, 2020
Vorstand
Franziska von Lewinski (CEO)
250,000
Frank Ladner (CTO)
100,000
33,000
Erwin Greiner (CFO)
100,000
48,000
As at December 31, 2021, the Management Board members of SYZYGY AG hold a total of 450,000 phantom stocks from the 2021 phantom stock programme, which was granted with effect from January 1, 2021. Erwin Greiner, Frank Ladner and Lars Lehne held a total of 225,000 phantom stocks from the 2018 phantom stock programme, which expired fully in 2021 without being replaced. No payments were made in 2021 from the 2018 phantom stock programme.

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.

Name / Position
Date / place of transavtion
Nature of the transaction
price (EUR)
number of shares
Volumes (EUR)
Wilfried Beeck (SB)
06.03.2020 (XETRA)
Acquisition
6.20
5,000
31,000
Lars Lehne (CEO)
28.11.2016 (XETRA)
Acquisition
12.00
4,000
48,000
Wilfried Beeck (SB)
29.02.2016 (XETRA)
Acquisition
8.986
10,000
89,860
Marco Seiler (CEO)
14.10.2015 (OTC)
Sale
9.00
430,000
3,870,000
Andy Stevens (COO)
14.10.2015 (OTC)
Sale
9.00
305,000
2,745,000
Michael Mädel (SB Chairman)
14.10.2015 (OTC)
Sale
9.00
20,000
180,000
Wilfried Beeck (SB)
14.10.2015 (OTC)
Sale
9.00
120,000
1,080,000
Marco Seiler (CEO)
29.05.2015 (XETRA)
Sale
9.56
30,000
286,827
Marco Seiler (CEO)
25.05.2015 (XETRA)
Sale
9.715
30,000
291,438
Marco Seiler (CEO)
15.05.2015 (XETRA)
Sale
9.418
10,000
94,176
Marco Seiler (CEO)
15.04.2015 (XETRA)
Sale
8.229
36,842
303,180
Andy Stevens (COO)
04.02.2015 (XETRA)
Sale
7.85
2,620
20,568
Andy Stevens (COO)
02.02.2015 (XETRA)
Sale
7.859
17,380
136,594
Michael Mädel SB (Chairman)
11.06.2014 (XETRA)
Acquisition
6.00
8,000
48,000
Archive

Here you will find the reports on corporate governance and declarations of compliance with the German Corporate Governance Code of previous years.

Filter
Report type
Date
Download
2021
Declaration on Corporate Governance
26.10.2021
2021
German Corporate Governance Code
16.12.2019
2020
Declaration on Corporate Governance
22.10.2020
2020
German Corporate Governance Code
16.12.2019
2019
Declaration on Corporate Governance
23.10.2019
2019
German Corporate Governance Code
07.02.2017
2018
Declaration on Corporate Governance
29.10.2018
2018
German Corporate Governance Code
07.02.2017
2017
Declaration on Corporate Governance
18.12.2017
2017
German Corporate Governance Code
07.02.2017
Interested?
Let´s talk!
Investor Relations & New Business Susan Wallenborn
On this page