MEDION AG

DEUTSCH
Corporate Governance

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Corporate Governance

Corporate governance at MEDION comprises the system used to manage and monitor a company. As a result, corporate governance at MEDION is the responsible management and supervision of the Company with the aim of long-term value creation. A significant part of that aim is the efficient cooperation between the Management Board and Supervisory Board.

The international Lenovo Group’s assumption of majority ownership in the Company has done nothing to change that fact. With good corporate governance, Lenovo and MEDION jointly wish to promote the trust of national and international investors, as well as direct the management and control of the Company according to the requirements of clients, employees, the financial markets, other business partners, and the general public. The Management Board of MEDION, on its own behalf and on behalf of the Supervisory Board, reports on corporate governance pursuant to No. 3.10 of the German Corporate Governance Code as follows:

For MEDION and its governing bodies, good corporate governance is a standard that extends to all areas of the Company. Enhancing corporate governance and compliance at MEDION serves to justify the trust that our shareholders, business partners, employees, and the public have placed in us. MEDION has therefore taken all organizational measures needed to not only comply with the legal requirements but also to ensure a responsible and transparent corporate management that is committed to sustained growth.

Declaration of the Management Board and Supervisory Board of MEDION AG concerning the Recommendations of the Government Commission on the German Corporate Governance Code in Accordance with § 161 of the German Stock Corporation Act (AktG)

Since the current declaration of compliance pursuant to § 161 AktG has been issued on November 25, 2016, the Management Board and Supervisory Board of MEDION AG declare that the company continues to comply with the recommendations made by the German Government’s Commission on the German Corporate Governance Code, as amended on February 7, 2017, and published by the Federal Ministry of Justice in the official section of the Federal Gazette on April 24, 2017, with the exceptions listed below relating to Code subparagraphs 5.3.1, 5.3.2, 5.3.3 and 5.4.1.

Code subparagraph 5.3.1/5.3.2/5.3.3

MEDION AG’s Supervisory Board does not form any committees because it consists of only three people.

Code subparagraph 5.4.1

The Supervisory Board has not defined a rule limiting the duration of membership of the Supervisory Board. We believe that a person's suitability to work on the Supervisory Board depends, above all, on the specific requirements of the Company and on the individual skills of the members of the Supervisory Board.

We do not consider it a good idea to define a rule limiting the duration of membership of the Supervisory Board because MEDION AG should be able to draw on the particular expertise, skills, and specialist experience of its Supervisory Board members.

Essen, November 24, 2017

MEDION AG

For the Supervisory Board: Dr. Rudolf Stützle

For the Management Board: Gerd Brachmann