AURELIUS Equity Opportunities announces measures to further improve corporate governance and transparency
- Change of AURELIUS Management SE from the dualistic to the monistic management system with a Board of Directors chaired by Dr Dirk Markus
- New management structure for more efficient management and supervision
- Supervisory Board of AURELIUS Equity Opportunities SE & Co. KGaA: Formation of an audit, nomination and personnel committee, and focus on independent appointments
- Increased transparency through more detailed sales and earnings figures for the group companies
- Management Board remuneration will in future be converted to co-investment shares and stock options
Munich, October 9, 2020 - The Management and Supervisory Boards of AURELIUS Management SE, the general partner of AURELIUS Equity Opportunities SE & Co. KGaA (ISIN: DE000A0JK2A8), have taken extensive measures to improve corporate governance and transparency. These measures will be implemented at three levels: corporate governance, key company figures and remuneration.
Change of AURELIUS Management SE from the dualistic to the monistic management system with a Board of Directors
As part of an offensive to improve corporate governance within the AURELIUS Group, previously dualistically structured AURELIUS Management SE, which is based on the Anglo-Saxon model, will now be monistically structured and managed by a newly established Board of Directors. This will strengthen the efficiency of corporate governance.
In the AURELIUS Management SE’s Board of Directors, which will replace the Supervisory and Management Boards of AURELIUS Management SE in the future, all current members of the Management Board and the Supervisory Board will be united in one body under the chairmanship of Dr Dirk Markus. The Board of Directors will manage the company, determine the basic guidelines of its activities and monitor their implementation.
Two members of the Board of Directors will act as Executive Directors. The function of Chief Executive Officer of AURELIUS Management SE will be assumed by Matthias Täubl, who has been with AURELIUS since 2008 and a member of the Management Board since August 2018. Fritz Seemann, who joined AURELIUS in 2009 and has been a member of the Management Board since the end of 2017, will become the second Executive Director.
Overall, the new management structure will enable more efficient and leaner management of the committees, which - based on Anglo-Saxon standards - reflects the weight of the international institutional investor base in AURELIUS Equity Opportunities.
“The reorganisation of the supervisory bodies of AURELIUS Equity Opportunities is an important step in positioning our company for the next phase of its international growth. The voting and decision-making processes of AURELIUS Equity Opportunities will be more efficient in the future as a result of the joint work of the Boards of Directors on the Board," commented Dr Dirk Markus, future Chairman of the Board of Directors of AURELIUS Management SE.
Supervisory Board of AURELIUS Equity Opportunities SE &. Co. KGaA: Formation of committees and focus on independent appointments
In future, the Supervisory Board of AURELIUS Equity Opportunities SE &. Co. KGaA will discuss current issues even more intensively in three committees. An audit committee will deal in particular with the audit of the financial statements, the effectiveness of the internal control and risk management system and the internal audit system, as well as compliance and the audit of the financial statements. The personnel committee will discuss personnel topics on behalf of the Supervisory Board. A nomination committee will nominate suitable candidates for the Supervisory Board for proposal to the AGM.
At the next election to the Supervisory Board, only one new member to be elected shall be nominated by the companies founders. In addition, the Supervisory Board will in future be staffed to an even greater extent by external industry experts.
“The increased complexity of our investment business requires a further professionalisation of the work of our Supervisory Board. In doing so, we are taking the principles of good corporate governance into account and laying the foundation for the next phase of AURELIUS's successful international growth,” comments Christian Dreyer, Chairman of the Supervisory Board of AURELIUS Equity Opportunities SE & Co. KGaA.
Increased transparency through greater detail and clustering of sales and earnings figures and alignment with the IPEV valuation guidelines
Portfolio sales and earnings figures will in future be broken down in more detail by various clusters:
- On the one hand, sales and EBITDA figures will continue to be published for the three life cycle phases of a group company during its membership of AURELIUS (repositioning, optimisation, growth);
- A second presentation, also of sales and EBITDA, will be made by division (Industrial Production, Retail & Consumer Products and Services & Solutions);
- A third presentation will show these two key figures by vintage (length of service with the Group). Vintages used will be 0-18 months, 18-36 months and over three years.
The quarterly calculation of net asset values (NAV) will be based on the International Private Equity and Venture Capital Valuation Guidelines (IPEV), which are recommended by the Bundesverband Deutscher Kapitalbeteiligungsgesellschaften (BVK) as well as international standard setters such as the London-based International Valuation Standards Council (IVSC).
Board members' remuneration will be converted to co-investment shares and stock options; carried interest sub-participation bonuses will expire
In future, no more virtual carried interest sub-participation bonuses will be granted to members of the Board of Directors. Instead, they will participate with their own funds in newly acquired group companies within the framework of co-investments. In addition, stock options will be granted to participate from a rising share price. The previously practised incentive through carried interest sub-participation bonuses will expire.
AURELIUS Equity Opportunities has created significant value since its IPO in 2006. EUR 83.3 million of equity capital invested by shareholders have been turned into EUR 816.1 million returned through dividends and share buybacks. The newly formed Board of Directors is confident that AURELIUS will continue to build on this success story in the future.