Corporate Governance   

Corporate Governance at PUMA SE   

The effective implementation of corporate governance principles is an important aspect of PUMA’s corporate policy. Transparent and responsible corporate governance is a prerequisite for achieving corporate targets and for increasing the Company’s value in a sustainable manner. The Supervisory Board and the Management Board work closely with each other in the interests of the entire Company so that the Company is managed and monitored in an efficient way ensuring sustainable added value through good corporate governance.   

Corporate Governance System

Corporate Governance System

PUMA SE has a dual management and supervisory structure. The Management Board is composed of three members. The Supervisory Board is composed of six members, four of whom are elected by the Annual General Meeting and two of whom are elected by the employees. Another important corporate body is the meeting of the shareholders.

German Corporate Governance Code

Management board & supervisory board

 Management board 

Björn Gulden
Bjørn Gulden Chief Executive Officer
MIchael Lämmermann
Michael Lämmermann Chief Financial Officer
Anne-Laure Descours
Anne-Laure Descours Chief Sourcing Officer

 Supervisory Board

Jean Francois Palus
Jean-François Palus Chairman of the Supervisory Board
HÉLOÏSE TEMPLE-BOYER
HÉLOÏSE TEMPLE-BOYER DEPUTY GENERAL MANAGER OF ARTÉMIS S.A.S., PARIS/ FRANCE
Fiona May
Fiona May Oly INDEPENDENT MANAGEMENT CONSULTANT
Thore Ohlsson
Thore Ohlsson Deputy Chairman of the Supervisory Board
Bernd Illig
Bernd Illig Employees' Representative
Martin Koeppel
Martin Koeppel Employees' Representative
Articles of Association
Rules of procedure for the SUPERVISORY Board of PUMA SE

(Convenience Translation)

PUMA SE (the “Company”, together with its affiliates according to Sections 15 et. seq. German Stock Corporation Act (Aktiengesetz
AktG), the “PUMA Group”) has dualistic management and supervisory system consisting of a management body (the
“Management Board”) and a supervisory body (the “Supervisory Board”) according to Art. 38 lit. b) alternative 1, Art. 39, Art. 40 of the Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of a European Company (SE) (the “SE‐VO”):

Rules of procedure for the SUPERVISORY Board of PUMA SE

Rules of procedure for the MANAGEMENT BOARD of PUMA SE

(Convenience Translation)

PUMA SE (the “Company, together with its affiliates according to Sections 15 et. seq. German Stock Corporation Act (Aktiengesetz,
AktG), the “PUMA Group”) has a dualistic management and supervisory system consisting of a management body (the
“Management Board”) and a supervisory body (the “Supervisory Board”) according to Art. 38 lit. b) alternative 1, Art. 39, Art. 40 of the Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of a European Company (SE) (the “SE‐VO”):

Rules of procedure for the MANAGEMENT BOARD of PUMA SE

Report by the SUPERVISORY Board of PUMA SE
Information concerning Takeovers

Information concerning Takeovers 2018   

The following information, valid December 31, 2018, is presented in accordance with Art. 9 p. 1 c) (ii) of the SE Regulation in conjunction with Sections 289a, 315a German Commercial Code (HGB). Details under Sections 289a, 315a HGB which do not apply at PUMA SE are not mentioned.

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Composition of the subscribed capital (Sections 289a [1][1][1], 315a [1][1][3] HGB)
On the balance sheet date, subscribed capital totaled € 38,611,107.84 and was divided into 15,082,464 no-par-value shares with a proportional amount in the statutory capital of €2.56 per share. As of the balance sheet date, the Company held 130,994 treasury shares.

Shareholdings exceeding 10% of the voting rights (Sections 289a [1][1][3], 315a [1][1][3]HGB)
As of December 31, 2018, there was one shareholding in PUMA SE that exceeded 10% of the voting rights. It was held by the Pinault family via several companies controlled by them (ranked by size of stake held by the Pinault family: Financière Pinault S.C.A., Artémis S.A. and Kering S.A.). The shareholding of Kering S.A. in PUMA SE amounted to 15.7% of the share capital according to Kering’s press release from May 16, 2018.
The shareholding of Artémis S.A. and Kering S.A. amounts to 44.22% of the share capital according to their voting rights notification as of May 24, 2018.

Statutory provisions and regulations of the Articles of Association on the appointment and dismissal of the members of the Management Board and on amendments to the Articles of Association (Sections 289a [1][1][6], 315a [1][1][6] HGB)
Regarding the appointment and dismissal of the members of the Management Board, reference is made to the applicable statutory requirements of § 84 German Stock Corporation Act (AktG). Moreover, Section 7[1] of PUMA SE’s Articles of Association stipulates that Management Board shall consist of two members in the minimum; the Supervisory Board determines the number of members in the Management Board. The Supervisory Board may appoint deputy members of the Management Board and appoint a member of the
Management Board as chairperson of the Management Board. Members of the Management Board may be dismissed only for good cause, within the meaning of Section 84[3] of the German Stock Corporation Act (AktG) or if the employment agreement is terminated, in which case a resolution must be adopted by the Supervisory Board with a simple majority of the votes cast.

Amendments to the Articles of Association of the Company require a resolution by the Annual General Meeting. Resolutions of the Annual General Meeting require a majority according to Art. 59 SE Regulation and Sections 133[1], 179 [2] [1] German Stock Corporation Act (AktG) (i.e. a simple majority of votes and a majority of at least three quarters of the share capital represented at the time the resolution is adopted). The Company has not made use of Section 51 SEAG.

Authority of the Management Board to issue or repurchase shares (Sections 289a [1][1][7], 315a [1][1][7] HGB)
The authority of the Management Board to issue shares result from Section 4 of the Articles of Associationm and from the statutory provisions:

Authorized Capital
The Management Board shall be authorized with the approval of the Supervisory Board to increase the share capital of the Company by up to EUR 15,000,000.00 by issuing, once or several times, new no parvalue bearer shares against contributions in cash and/or kind until 11 April 2022 (Authorized Capital 2017). In case of capital increases against contributions in cash, the new shares may be acquired by one or several
banks, designated by the Management Board, subject to the obligation to offer them to the shareholders for subscription (indirect pre-emption right). The shareholders shall generally be entitled to pre-emption rights. However, the Management Board shall be authorized with the approval of the Supervisory Board to partially or completely exclude pre-emption rights

  • to avoid peak amounts;
  • in case of capital increases against contributions in cash if the pro-rated amount of the share capital
    attributable to the new shares for which pre-emption rights have been excluded does not exceed
    10% of the share capital and the issue price of the newly created shares is not significantly lower
    than the relevant exchange price for already listed shares of the same class, Section 186 (3)
    sentence 4 AktG. The 10% limit of the share capital shall apply at the time of the resolution on this
    authorization by the Annual General Meeting as well as at the time of exercise of the authorization.
    Shares of the Company (i) which are issued or sold during the term of the Authorized Capital 2017
    excluding shareholders’ pre-emption rights directly or respectively applying Section 186 (3)
    sentence 4 AktG or (ii) which are or can be issued to service option and convertible bonds applying
    Section 186 (3) sentence 4 AktG while excluding shareholders’ pre-emption rights during the term
    of the Authorized Capital 2017, shall be counted towards said limit of 10%.;
  • in case of capital increases against contributions in cash insofar as it is required to grant preemption
    rights regarding the Company’s shares to holders of option or convertible bonds which
    have been or will be issued by the Company or its direct or indirect subsidiaries to such an extent
    to which they would be entitled after exercising option or conversion rights or fulfilling the
    conversion obligation as a shareholder;
  • in case of capital increases against contributions in kind for carrying out mergers or for the (also
    indirect) acquisition of companies, participation in companies or parts of companies or other assets
    including intellectual property rights and receivables against the Company or any companies
    controlled by it in the sense of Section 17 AktG.

The total amount of shares issued or to be issued based upon this authorization while excluding shareholders’ pre-emption rights may neither exceed 20% of the share capital at the time of the authorization becoming effective nor at the time of exercising the authorization; this limit must include all shares which have been disposed of or issued or are to be issued during the term of this authorization based on other authorizations while excluding pre-emption rights or which are to be issued because of an issue of option or convertible bonds during the term of this authorization while excluding pre-emption rights. The Management Board shall be entitled with the approval of the Supervisory Board to determine the remaining terms of the rights associated with the new shares as well as the conditions of the issuance of shares.

The Management Board of PUMA SE did not make use of the existing Authorized Capital in the current reporting period.

Conditional Capital
The Annual General Meeting of 12 April 2018 has authorized the Management Board until 11 April 2023 with the approval of the Supervisory Board to issue once or several times, in whole or in part, and at the same time in different tranches bearer and/or registered convertible bonds and/or bonds with warrants, and participation rights and/or participating bonds or combinations thereof with or without maturity restrictions in the total nominal amount of up to EUR 1,000,000,000.00 (Conditional Capital 2018).

The share capital is conditionally increased by up to EUR 7,722,219.52 by issue of up to 3,016,492 new no-par bearer shares. The conditional capital increase shall only be implemented to the extent that option/conversion rights are exercised or the option/conversion obligations are performed or tenders are carried out and to the extent that other forms of performance are not applied.

No use has been made of this authorization to date.

Authorization to purchase treasury shares

The resolution adopted by the Annual General Meeting on May 6, 2015 authorized the company to purchase treasury shares up to a value of 10% of the share capital until May 5, 2020.

Significant agreements of the Company which are subject to a change of control as a result of a takeover bid and the resulting effects (Section 289a [1][1][8], 315a [1][1][8] HGB)

Material financing agreements of PUMA SE with its creditors contain the standard change-of-control clauses. In the case of change of control the creditor is entitled to termination and early calling-in of any outstanding amounts.

For more details, please refer to the relevant disclosures in the Notes to the Consolidated Financial Statements (chapter 18).

 
Compensation report

Compensation report 2018

Compensation Report 2018

The Management board

Compensation for the Management Board (Managing Directors of the monistic PUMA SE until July 9, 2018), which is set by the Supervisory Board (Administrative Board of the monistic PUMA SE until July 9, 2018), consists of non-performance-based and performance-based components. The non-performance-based components consist of a fixed salary and non-cash compensation, whereas the performance-based
components consist of bonuses and components with a long-term incentive effect. Along with job assignments and performance of each individual Management Board member, the criteria for calculating the total remuneration are the economic situation, long-term strategic planning and related targets, the long-term durability of targeted results and the company’s long-term prospects.

A fixed salary is paid out monthly as non-performance-based basic compensation. In addition, the Management Board members receive non-cash compensation, such as company cars, pension contributions and insurance premiums. In principle, these benefits are granted to all Management Board members in an equal manner and are included in the non-performance-based compensation. The fixed compensation for the three Management Board members amounted to €2.3 million in the financial year (previous year: €2.1million). Non-cash compensation totaled €0.1 million (previous year: €0.1 million).

The bonus component of performance-related compensation is mainly based on the PUMA Group’s operating result (EBIT) and free cash flow and is staggered according to the degree to which targets are met. In addition, qualitative individual goals are set. An upper limit is also agreed. In the financial year, variable bonuses came to €2.7 million (previous year: €3.9 million).

Pro-rata provisions totaling €5.8 million (previous year: €8.4 million) were set up for the existing compensation program (virtual shares/monetary units) with long-term incentives (from the years 2016 to 2018) for Management Board members in financial year 2018 according to the vesting periods. The performance-based program is based on the medium-term performance of the PUMA SE share. The shares from the 2016 and 2017 programs that were based on the medium-term performance of the Kering SA share were valued as of the reporting date of 12/31/2017 and converted into virtual shares/monetary units of PUMA SE. Further information on this program can be found in chapter 19 of the Notes to the Consolidated Financial Statements.

For the financial year 2019, a new modern compensation program with a long-term incentive for Management Board members will be introduced, which is to be decided on by the Supervisory Board in early 2019.

Management Board members have pension commitments as part of deferred compensation, which are paid from the aforementioned performance-based and/or non-performance-based remuneration for which the company has taken out reinsurance for pension commitments. The proportion of the pension capital that is already financed through contributions to the pension liability insurance is deemed to be vested. During the financial year, PUMA allocated €0.5 million for Management Board members (previous year: €0.4 million). The present value of the pension benefits granted to active Management Board members in the amount of €10.1 million as of December 31, 2018 (previous year: €4.5 million) was offset against the pledged asset value of the pension liability insurance policy, which was of an equal amount.

There were pension obligations to former members of the Management Board and their widows/widowers amounting to €3.2 million (previous year: €3.3 million) as well as contribution-based pension commitments in connection with deferred compensation of former members of the Management Board and Managing Directors amounting to €10.6 million (previous year: €10.3 million). Both items are accordingly recognized as liabilities under pension provisions, unless they are offset against asset values of an equal amount. Pension obligations to former members of the Management Board and their widows/widowers amounted to €0.2 million (previous year: €0.2 million).

 

Supervisory Board

In accordance with the Articles of Association, the Supervisory Board (Administrative Board of the monistic PUMA SE until July 9, 2018) has at least three members; it currently consists of six members. The compensation of the Supervisory Board is comprised of a fixed and a performance-based component. The total fixed compensation amounted to €0.2 million (previous year: €0.3 million). In conformity with § 15 of the Articles of Association, each Supervisory Board member receives a fixed annual compensation of €25,000.00, which is payable at the end of the Annual General Meeting for the respective financial year. The fixed compensation is increased by an additional fixed annual amount of €25,000.00 for the Chairman of the Supervisory Board, €12,500.00 for the Vice Chairman of the Supervisory Board, €10,000.00 for the Chairman of a committee and €5,000.00 for each member of a committee. The definitive committees here are the Personnel Committee, the Audit Committee and the Sustainability Committee.

In addition to the fixed compensation, each Supervisory Board member receives annual performance-based compensation equal to €20.00 for each €0.01 by which the earnings per share figure as disclosed in the consolidated financial statements exceeds a minimum amount of €16.00 per share. The performance-based compensation amounts to a maximum of €10,000.00 per year. The Chairman of the Supervisory Board
receives €40.00 for every €0.01 in profit per share and a maximum of €20,000.00 per year, and the Deputy Chairman receives €30.00 for every €0.01 in profit per share and a maximum of €15,000.00 per year. As earnings per share in the financial year are below the minimum amount, no performance-related remuneration is payable.

A member of the Supervisory Board who is only active for part of a financial year receives pro rata remuneration calculated on the basis of the period of activity determined for full months.

Corporate Governance Report including the Statement on Corporate Governance