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Corporate Governance

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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).

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Declaration on Corporate Governance for the 2023 financial year (Corporate Governance Report) PDF 267.1 KB
German Corporate Governance Code 2022 PDF 272.2 KB
Remuneration Report 2023 PDF 438.3 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:

  • The Declaration of Conformity with the German Corporate Governance Code in accordance with section 161 of the German Stock Corporation Act;
    • 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.
  • Diversity statement

Board Members

The SYZYGY GROUP is led by a two-member management team comprising Frank Ladner as Technology Director and Erwin Greiner as Finance Director.

Frank Ladner

Chief Technology Officer
appointed until: December 31, 2026

  • 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, 2026

  • 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 Shahid Sadiq.

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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 2023 are as follows

Number of shares as at
December 31, 2023
December 31, 2022
Management Board
Franziska von Lewinski (CEO)
Frank Ladner (CTO)
Erwin Greiner (CFO)
20.000
Supervisory Board
Antje Neubauer (Chairwoman)
Dominic Grainger
Shahid Sadiq
Andrew Payne
The members of the Supervisory Board do not hold any options

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
Numbers of shares as at
December 31, 2023
December 31, 2022
Vorstand
Franziska von Lewinski (CEO)
150,000
250,000
Frank Ladner (CTO)
60,000
100,000
Erwin Greiner (CFO)
60,000
100,000
As at December 31, 2023, the Management Board members of Syzygy AG hold a total of 270,000 phantom stocks from the 2021 phantom stock programme, which was granted with effect from January 1, 2021. 180,000 phantom stocks lapsed at the end of the financial year.

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)
Erwin Greiner (CFO)
05.12.2023 (Xetra)
Buy
3.14
2,225
6,986,50
Erwin Greiner (CFO)
01.12.2023 (Xetra)
Buy
3.00
3,097
9,237
Erwin Greiner (CFO)
29.11.2023 (Xetra)
Buy
2.8935
4,696
13,587,96
Erwin Greiner (CFO)
06.02.2023 (XETRA)
Buy
5,73317
10,000
57,7331.70
Wilfried Beeck (SB)
06.03.2020 (XETRA)
Buy
6.20
5,000
31,000
Lars Lehne (CEO)
28.11.2016 (XETRA)
Buy
12.00
4,000
48,000
Wilfried Beeck (SB)
29.02.2016 (XETRA)
Buy
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)
Buy
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
2023
Declaration on Corporate Governance
31.10.2023
2022
Declaration on Corporate Governance
26.10.2022
2022
German Corporate Governance Code
28.04.2022
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
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Investor Relations & New Business Susan Wallenborn
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