Corporate
GovernanceResponsible and sustainable Corporate Governance

Corporate Governance refers to responsible corporate management and oversight aimed at generating long-term added value. Verbio SE promotes transparent communication with investors, financial markets, business partners, employees, and the public. The Supervisory Board and Management Board attach great importance to ensuring good Corporate Governance, and are committed to the German Corporate Governance Code (Deutscher Corporate Governance Kodex—DCGK). The DCGK provides recommendations and suggestions for the management and supervision of German listed companies.

Statement on Corporate Governance

In accordance with § 289a of the German Commercial Code (Handelsgesetzbuch—HGB) introduced by the German Accounting Law Modernization Act (Bilanzrechtsmodernisierungsgesetz—BilMoG) of May 28, 2009, listed stock corporations must either include a statement on Corporate Governance in their management report, or make such a statement publicly available on the Company’s website. 

This statement on Corporate Governance must include a reproduction of the declaration of conformity pursuant to § 161 AktG, and contain relevant information on Corporate Governance practices and a description of the working methods of the Management Board and Supervisory Board, as well as the composition and working methods of their committees. 

Since the financial year 2020/2021, in accordance with the amended recommendation F.4 of the DCGK Verbio SE has no longer prepared a separate declaration of conformity in accordance with § 161 AktG. Since that time, the information previously disclosed in the declaration of conformity has been provided in the Company’s statement on Corporate Governance. 

Directors’ dealings

The German Investor Protection Improvement Act (Anlegerschutzverbesserungsgesetz) sets out expanded obligations to report and publish securities transactions in shares and financial instruments entered into by certain persons.

Transactions with a transaction volume of EUR 20,000 or more within a calendar year must be reported.

In addition to the members of the Management Board and Supervisory Board, managers working in the Group who have control or decision-making functions and persons who are closely related to the aforementioned board members and managers are subject to reporting requirements.

Notifications of managers’ transactions in accordance with Art. 19 MAR

Notifications of directors’ dealings in accordance with § 15A WpHG

Date of the transaction: April 8, 2016
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Lesy Jezeri k.s. Prague (Person with managerial responsibilities that trigger the notification obligation: Alexander von Witzleben, Chairman of the Supervisory Board)
Notifiable transaction: Sale of 1,169 shares at EUR 7.9100214/share with a total volume of EUR 9,246.82, trading platform: Xetra 

Transaction date: April 7, 2016 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Lesy Jezeri k.s. Prague (Person with managerial responsibilities that trigger the notification obligation: Alexander von Witzleben, Chairman of the Supervisory Board)
Notifiable transaction: Sale of 48,831 shares at EUR 8.16294/share with a total volume of EUR 398,604.52, trading platform: Xetra 

Transaction date: April 5, 2016 
Issuer: VERBIO Vereinigte BioEnergie AG*
Person subject to reporting obligation: Linus Sauter (Person with management duties that trigger a notification obligation: Claus Sauter, Chief Executive Officer) 
Notifiable transaction: Sale of 10,000 shares at EUR 8.0476/share with a total volume of EUR 80,476.00, trading platform: Xetra 

Transaction date: April 5, 2016 
Issuer: VERBIO Vereinigte BioEnergie AG*
Person subject to reporting obligation: Linus Sauter (Person with management duties that trigger a notification obligation: Claus Sauter, Chief Executive Officer) 
Notifiable transaction: Sale of 5,000 shares at EUR 7.80/share with a total volume of EUR 39,000.00, trading platform: Xetra 

Transaction date: April 4, 2016
Issuer: VERBIO Vereinigte BioEnergie AG*
Person subject to reporting obligation: Linus Sauter (Person with management duties that trigger a notification obligation: Claus Sauter, Chief Executive Officer) 
Notifiable transaction: Sale of 5,000 shares at EUR 7.75/share with a total volume of EUR 38,750.00, trading platform: Xetra 

Transaction date: March 30, 2016 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Linus Sauter (Person with management duties that trigger a notification obligation: Claus Sauter, Chief Executive Officer) 
Notifiable transaction: Sale of 3,777 shares at EUR 7.71164/share with a total volume of EUR 29,126.87, trading platform: Xetra 

Transaction date: March 30, 2016 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Linus Sauter (Person with management duties that trigger a notification obligation: Claus Sauter, Chief Executive Officer)
Notifiable transaction: Sale of 6,223 shares at EUR 7.71/share with a total volume of EUR 47,979.33, trading platform: Xetra 

Transaction date: September 28, 2015 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Ulrike Krämer (Vice-Chair of the Supervisory Board) Notifiable transaction: Purchase of 5,000 shares at EUR 3.97/share with a total volume of EUR 19,850.00.00, trading platform: Stuttgart

Transaction date: September 25, 2014 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Ulrike Krämer (Vice-Chair of the Supervisory Board) Notifiable transaction: Purchase of 10,000 shares at EUR 1.82/share with a total volume of EUR 18,200.00, trading platform: Stuttgart 

Transaction date: December 11, 2013 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Lesy Jezeri k.s. Prague (Person with managerial responsibilities that trigger the notification obligation: Alexander von Witzleben, Chairman of the Supervisory Board)
Notifiable transaction: Purchase of 50,000 shares at EUR 1.510060/share with a total volume of EUR 75,503.00, trading platform: Xetra 

Transaction date: November 7, 2013 
Issuer: VERBIO Vereinigte BioEnergie AG* 
Person subject to reporting obligation: Ulrike Krämer (Vice-Chair of the Supervisory Board) Notifiable transaction: Purchase of 10,000 shares at EUR 1.61/share with a total volume of EUR 16,100.00, trading platform: Stuttgart 

*Thura Mark 18, 06780 Zörbig, WKN A0JL9W/ISIN DE000A0JL9W6

Voting rights notifications and total voting rights

In this section you can view notifications of voting rights and total voting rights. 

The German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) requires shareholders and persons with access to voting rights to notify the issuer and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanz­dienst­leistungs­aufsicht – BaFin) immediately if they reach, exceed, or fall below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in a listed company through the acquisition or sale of shares or other financial instruments or in any other way (§ 33, 38 and 39 WpHG). The issuer is obliged to publish voting rights notifications without delay.

Please note that with regard to Verbio SE, this notification must be sent to us in writing.

Postal address: 

Verbio SE 
Investor relations 
Ritterstraße 23 (Oelßner’s Hof) 
04109 Leipzig 

It can also be sent in advance by fax: 
F: +49 (0) 341 308530-998

Risk management

As a global company, we are constantly exposed to a variety of risks and dynamic change processes. In order to meet these challenges effectively, it is essential to identify potential risks at an early stage, assess them systematically, and take appropriate measures to manage them. For this reason, we have established a Group-wide risk management system. The central purpose of our risk management system is to create transparency about the risk landscape, in order to protect Verbio’s financial stability and long-term commercial success. 

Further information on the risk management system can be found in the current annual report.

Articles of association


Management Board and Supervisory Board

We have a dedicated management team with many years of experience and expertise. Our management board and supervisory board shape Verbio's strategic direction and ensure sustainable Corporate Governance.

Our Management Board and Supervisory Board

Compliance

Our compliance structures safeguard our integrity, values, and corporate culture, while protecting our employees. We act in accordance with our Code of Conduct, which is binding for everyone in the Group.

Our compliance management system

Contact

Alina Köhler

Head of Investor Relations and Corporate Strategy Manager

ir@verbio.de

Katharina Manok

Investor Relations Manager

+49 341 308530-676
ir@verbio.de

Eric Engmann

Head of Global Compliance & Human Rights Officer

Phone: +49 341 308530-294
Mail: compliance@verbio.de