Corporate governance:commitment to transparency and value-based management
Since its foundation, QSC has consistently accorded great priority to high-quality, transparent corporate governance and has thus contributed substantially to the trust placed in the Company on the capital markets. Here, the term “corporate governance” stands for modern corporate management and supervision aimed at creating long-term value. This necessarily involves open, transparent communications with shareholders, as well as with employees, customers and suppliers, and cooperation on a basis of trust between the Company’s governing bodies.
QSC views transparency, a trust-based corporate culture and value-based corporate management as a matter of course. Consistent with this approach, the Company complies with virtually all of the recommendations made by the German Corporate Governance Code and also lives these values in its day-to-day activities. In a few cases, however, QSC deviates from the recommendations made by the government commission. These mostly involve provisions tailored too closely to the management and supervision of large corporate groups and that do not take adequate account of the circumstances at leaner stock corporations with a more entrepreneurial focus.
Stock option plans
Since 1999, QSC has incepted a total of eight stock option plans providing for the issue of convertible bonds with a nominal amount of € 0.01 each to employees, Management Board members, advisors and suppliers. Convertible bonds are allocated by the Management Board, which requires the consent of the Supervisory Board for allocations to advisors and suppliers. The Supervisory Board alone decides on allocations to members of the Management Board of QSC AG.
Participants in these plans are entitled to subscribe convertible bonds in return for payment of the nominal amount of € 0.01 and to convert each convertible bond into a no-par registered share in return for payment of the exercise price. The exercise price for the convertible bond corresponds to the stock market price of the share on the issue date. The convertible bonds have an eight-year term and are subject to a four-year lockup period following subscription. As of the balance sheet date on 31 December 2018, the SOP 2006, SOP 2012 and SOP 2015 plans were active.
The distribution of the convertible bonds outstanding under all plans as of 31 December 2017 and 31 December 2018 is as follows:
price in €
|Outstanding at 31 December 2016||3,207,529||2.30|
|Newly issued in 2017||718,200||1.76|
|Lapsed in 2017||(127,500)||2.00|
|Exercised in 2017||-||-|
|Outstanding at 31 December 2017||3,798,229||2.21|
|Newly issued in 2018||-||-|
|Lapsed in 2018||(233,900)||2.29|
|Exercised in 2018||-||-|
|Outstanding at 31 December 2018||3,564,329||2.20|
The annual general meeting from 12 July 2018, chose
KPMG AG Wirtschaftsprüfungsgesellschaft,
with registered office in Berlin and branch in Cologne,
as auditor and group auditor for the 2018 financial year.
KPMG AG Wirtschaftsprüfungsgesellschaft has been auditor to QSC AG since 2008. The auditors currently responsible for QSC AG are Charlotte Salzmann (since 2017) and Michael Gall (since 2018).