Other information on corporate governance
The company provides information on the situation of the company at the same time and on an equal footing to institutional investors, shareholders, financial analysts, business partners, employees, and the interested public by regular, transparent, and up-to-date communication. All significant information, such as ad hoc releases and press releases, as well as presentations given at analysts’ conferences, all financial reports, and the financial calendar are published on the Schaeffler Group’s website. Investor Relations maintains close contact with shareholders on an ongoing basis.
Relationships with shareholders and annual general meeting
Shareholders exercise their rights at the annual general meeting. The annual general meeting passes resolutions on granting discharge to the Board of Managing Directors and the Supervisory Board, appropriating retained earnings, capital transactions, amendments to the company’s articles of association, and appointing auditors. It has to be held during the first eight months of each year.
The company has issued common nonvoting and common shares. Common nonvoting shares do not convey voting rights, but entitle the holder to a preferred dividend of EUR 0.01 per share.
Shareholders have to register for the annual general meeting in due time in order to attend the annual general meeting. An invitation and other documents (e.g. annual financial report) containing information on the items on the agenda of the annual general meeting are provided to shareholders before the annual general meeting. This information is also available from the company’s website.
Financial reporting and financial statement audit
The main source of information for shareholders and third parties are the consolidated financial statements and the group management report as well as interim financial information.
Schaeffler AG compiles its separate financial statements in accordance with the requirements of the German Commercial Code (HGB) and the German Stock Corporations Act (AktG). The consolidated financial statements and the group management report are prepared by the Board of Managing Directors in accordance with the principles set out in International Financial Reporting Standards (IFRS) as adopted by the EU and are audited by the auditors and reviewed by the Supervisory Board. Before any interim financial information is made public, the Board of Managing Directors discusses such information with the Supervisory Board or the audit committee. The consolidated financial statements and the group management report are made publicly available within 90 days after the end of the year, mandatory interim financial information within 45 days after the end of the reporting period.
In addition, the consolidated financial statements include a discussion of transactions with shareholders considered related parties under applicable financial reporting standards.
It was agreed with Schaeffler AG’s auditors that the Chairman of the Supervisory Board and the chairman of the audit committee would be informed promptly of any grounds for disqualification or indications of bias arising during the audit to the extent they are not remedied immediately. It was also agreed that the auditors would report on all findings and events coming to their attention during the performance of their audit that are significant to the responsibilities of the Supervisory Board. Under the agreement, the auditors have to inform the Supervisory Board and note in their long-form audit report if, during the course of the audit, they become aware of any facts rendering the declarations on the German Corporate Governance Code issued by the Board of Managing Directors and the Supervisory Board inaccurate. The audit committee monitors the auditors’ independence. In a letter dated March 02, 2017, the auditors have issued a binding independence letter for the year ended December 31, 2017.