Governance and Compliance
Changes in society and regulations are transforming the standards for modern governance. We meet the standards by being transparent with our stakeholders. Our approach to corporate governance – or business ethics – is the foundation for the company’s ongoing economic success.
The primary objective of our governance strategy is to establish, implement and consistently maintain a clear, functional and transparent system of rules that meets the demands of modern society. Our Group-wide business philosophy, Code of Conduct and Business Partner Code (see Compliance and Guidelines): provide a framework for governance within Vonovia. The Declaration of Respect for Human Rights adopted by our Management Board sets out many of the principles that we follow in this area (see Attitude). We live up to this attitude with our independent Supervisory Board and our commitment to the principles of the German Corporate Governance Code (GCGC, see Corporate Governance Declaration).
Further information on corporate governance at Vonovia can be found in the 2021 Annual Report.
A good compliance management system (CMS) makes a key contribution to sustainable company performance and value creation, and gives our customers and partners even greater security concerning their relationship with us. By adhering to compliance rules, we not only protect the integrity of employees, customers and business partners, but also shield our company from negative influences. This provides Vonovia with the foundation it needs to act and to be perceived as a reliable and trustworthy partner.
That’s why we place such an emphasis on compliance with applicable legislation and tenancy law. This is as true for our employees as it is for our suppliers and service providers (see Sustainable Relationships With Business Partners) because they play a key role in Vonovia achieving its objectives, very much in the spirit of the long-term partnerships that we are aiming for.
The CMS is based on three pillars: the “prevention of”, “identification of” and “reaction to” any misconduct. These pillars are underpinned by an extensive system of measures and processes as part of the compliance program. The basis takes the form of the Compliance Guidelines (see Compliance and Anti-Corruption), which follow the Principles for the Proper Performance of Reasonable Assurance Engagements Relating to Compliance Management Systems (IDW PS 980).
Important Internal and External Guidelines
- German Corporate Governance Code (GCGC) as amended on March 20, 2020
- Code of Conduct
- Business Partner Code
- Vonovia’s own compliance guidelines (based on the Principles for the Proper Performance of Reasonable Assurance Engagements Relating to Compliance Management Systems, IDW PS 980)
- Policies on anti-corruption, money laundering prevention and whistleblowing
- Core labor standards of the International Labour Organization (ILO)
- UN Global Compact (UNGC)
- Vonovia Declaration of Respect for Human Rights
The Management Board and Supervisory Board office coordinates the work of Vonovia’s committees. It also organizes information flow and cooperation between the Management Board and the Supervisory Board. The Legal department, Management Board and Supervisory Board office work together closely to decide how to implement resolutions taken by the decision-making bodies.
At Vonovia, compliance management is the responsibility of the Legal department, which monitors adherence to the rules that apply within our central CMS. The Management Board (CEO) is responsible for the implementation of the CMS. The CMS applies to the entire Group. Managing directors of subsidiaries are supported in compliance matters by the Vonovia Legal department (see Compliance Management).
A Compliance Committee comprising the Compliance Officer (Legal department), compliance managers, the ombudsperson and representatives of the Internal Audit, Risk Management and HR departments and members of the works council regularly updates the CMS in line with current requirements and is responsible for its ongoing development. In this context, the Compliance Officer acts as a central contact point within the company for compliance-related questions and suspicions. He reports to the CEO on a regular basis, and also on an ad hoc basis when special cases arise. His activities are supported by the compliance managers and specialists in the individual departments.
All employees and business partners are able to contact the external ombudsperson confidentially if they have any questions concerning compliance. Vonovia also has a whistleblowing hotline that is managed by an independent law firm. Compliance breaches can also be reported online. This service is available to employees, suppliers, customers and other stakeholders. Reporting within the whistleblowing system (BKMS) may be anonymous or personalized as desired.
The Supervisory Board regularly receives comprehensive information about compliance issues and corruption along with existing guidelines and processes. The compliance report, which is forwarded to the Audit Committee via the Compliance Officer (following prior consultation with the CEO), provides information about potential breaches, measures and training relating to corruption.
Whenever legislation in Austria or Sweden conflicts with Group-wide rules, a different rule is adopted for the sub-group in the form of a national guideline. The responsibility lies with the respective managing directors.
Objectives and Measures
Across the Group, our aim is for full compliance with guidelines, applicable laws, values, corporate governance principles and the Code of Conduct.
At Vonovia, corporate governance refers to all of the functions, processes, frameworks and divisions that ensure our company is managed and monitored responsibly and independently. We have implemented uniform standards across the company for corporate governance and employee behavior, such as our Code of Conduct and our business philosophy. Whenever we integrate new companies into the structures of the Group, we determine which policies are already in effect and identify any changes that are required. The responsible managers review our guidelines every two years to determine if they have to be updated. In 2021, updates were made to our guidelines related to the whistleblowing system, information security, compliance and data protection, among others. The Code of Conduct was also updated. We started the process of harmonizing our guidelines with our Swedish subsidiaries.
We also submit an annual Declaration of Conformity with the principles of the GCGC and are guided by the principles of the Institute for Corporate Governance in the German Real Estate Industry. Our Management Board and Supervisory Board are responsible for their implementation. Effective and secure audit and control processes at a Supervisory Board level, e.g., the Executive and Nomination Committee and the Audit Committee, help us to monitor corporate governance. Our corporate governance declaration states that all members of the Supervisory Board of Vonovia SE should be independent.
Our Investor Relations website provides additional information about corporate governance, including the shares in our company held by our board members.
We have also taken steps to further integrate standard processes for related party transactions (RPT), established in 2020, into the company’s operations. These included reporting them on a regular basis to the Annual General Meeting as part of the Supervisory Board report. The Supervisory Board receives information from the Management Board on other related party transactions – once a year from board members and twice a year in the form of the compliance report in accordance with the German Stock Corporation Act. Transactions with related parties are documented in accordance with ARUG II. The Supervisory Board reserves the right to make a decision itself on any RPT requiring approval or to delegate the decision to one of its committees. There were no RPTs during the reporting period that met this criteria.
Elements of Long-term Variable Management Board Remuneration
- Relative Total Shareholder Return (relative TSR)
- NTA (Net Tangible Assets) per share
- Group FFO (Funds from Operations) per share
- Sustainability Performance Index (SPI)
As reported in the previous year 2020 Sustainability Report, we agreed on a new remuneration structure for the Management Board, which includes sustainability targets. These targets are defined in our sustainability performance index (SPI). The new remuneration structure was presented to the Annual General Meeting in April 2021 at the time that the SPI was introduced, and approved by over 80% of the votes in attendance. We prepared our first report about the SPI in 2021. The SPI achieved an index value of 109% in the 2021 reporting year. A detailed description of our Management System is provided in our Annual Report. Further information is available in the Remuneration Report.
The remuneration report was prepared in accordance with the German Commercial Code (HGB), German accounting standards (DRS 17), legislation governing the disclosure and appropriateness of Management Board remuneration (VorstAG, VorstOG) and the principles of the German Corporate Governance Code (GCGC). In addition to providing information about the remuneration for each Board member, the remuneration report also includes rules about topics like clawback, malus and say on pay
We will continue to improve the diversity of the Group’s decision-making bodies going forward by taking diversity criteria into account when members are appointed to the Management Board and Supervisory Board. In accordance with the German Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector, Vonovia’s Supervisory Board consists of at least 30% women and 30% men. Vonovia intends for the Nomination Committee to continue to have at least one female member. Vonovia intends for its Supervisory Board to meet both criteria in the period up to December 31, 2021, and the following period, which runs up to the end of 2026. The company met 33% of this target in the reporting year.
The Supervisory Board set a target of at least 20% female members on the Management Board in the period between December 31, 2021, and December 31, 2026. A new target was set for 29% of positions in the two management levels below the Management Board to be held by women by December 31, 2024 (see Approach to Diversity and Equal Opportunities). The targets for the Management Board were met in full.
More information can be found in the Corporate Governance section of the Annual Report.
In the 2021 fiscal year, we carried out a Group-wide, web-based compliance risk analysis at the level of senior company executives. As part of this analysis, information was requested on the topics of active and passive corruption, money laundering, antitrust law, social compliance and IT/data security. The aim of the survey was to systematically evaluate compliance risks, increase comparability between the countries in which Vonovia operates and identify potential areas of focus for further development of the CMS. Overall, the findings of the survey were positive. The potential for improvement was identified in the areas of money laundering prevention and cyber security – both of which involve a moderate level of risk. Social compliance was evaluated as the area least exposed to risk. Compliance management identifies a catalog of measures from the findings, including a comparison of material compliance risks with the Group risk management system and an expansion of the training catalog for compliance-related topics. With a view to enabling the transfer of best practice, the Austrian process for determining beneficial owners will be rolled out to Germany, as the Austrian requirements are more stringent in this regard (see project box “Compliance Risk Analysis”).
Main Compliance Regulations at Vonovia
- Compliance guidelines
- Code of Conduct
- Business Partner Code
- Inspection guidelines
- Group guidelines on guideline management
- Donations and sponsorship guidelines
- Anti-corruption program
- Whistleblowing guidelines
Regular training sessions are the cornerstone for preventing misconduct before it happens. A comprehensive catalog of regular and mandatory training events is already firmly established and has been adapted for the various internal target groups. The Procurement department, for which the issue is particularly relevant, receives special training on corruption and criminal law pertaining to corruption, for example. As certain compliance seminars could not be held in person in the previous year due to the coronavirus pandemic, we digitalized and, in some cases, reworked further seminars in the reporting year. For example, the Code of Conduct and data protection seminars, including progress tests, are now available online to all employees. All employees in Germany are required to complete training on these topics every two years. The close cooperation between the Compliance and HR departments plays a vital role in the success of these training courses. The Compliance department is responsible for choosing which departments go through special training, while HR is responsible for allocating personnel and other tasks.
has now entered regular operation
The complaints management and whistleblower protection system, expanded in 2021, has now entered regular operation. The anonymous whistleblowing hotline is not only available to employees, but also to external parties such as customers and business partners, in both German and English. This is safeguarded by Group Policies on preventing and tackling corruption, on preventing money laundering, on the whistleblowing system and on the compliance guidelines. It complements and extends the existing system of the independent ombudsman. The hotline is also integrated within the partner portal for business partners. A whistleblower report is prepared by an external party every six months. This report is incorporated into the company’s compliance report. One of the key performance indicators in this area is the total number of proven cases of corruption in Germany (see Combating Corruption and Bribery). There were no proven cases of corruption during the reporting year.
As at October 11, 2021, 45 (2019: 103, 2020: 53) suspected cases of corruption or compliance issues had been reported and carefully investigated in Germany in the 2021 fiscal year. No material compliance violations were uncovered. The severity of all reported cases was determined to be minor. The vast majority of reported cases involved incidents with tenants, racist statements or abuse, conflicts of interest involving employees, unauthorized brokerage activities and violations of confidentiality requirements/data protection.
We remain committed to continuity and transparency when it comes to our taxes. As a result, the Tax Strategy adopted in 2018 is still in effect. We see ourselves as a taxpayer that lives up to its social responsibility in terms of contributing to society financially. Vonovia is committed to the due fulfillment of its tax obligations and has therefore set itself the goals of:
- Meeting its tax obligations in Germany, Austria, Sweden and the Netherlands as a multinational company with operational subsidiaries
- Ensuring full adherence to
- with tax compliance regulations
- Maintaining a tax-compliant culture and organizational structure that ensures that subsidiaries are not misused as vehicles for tax optimization and that no tax havens are used
Our understanding of tax is based on clearly defined responsibility and control processes and a risk management system that comprises the following elements:
- Regular exchange of information between the CFO and the Head of Tax
- Information provided to the Supervisory Board about key topics and risks
- Implementation of an internal tax compliance system (internally and externally audited)
- Complete documentation of tax-related issues
- Whistleblowing system)
The appropriateness and implementation as well as the effectiveness of our tax compliance management system was subjected to an external audit by the auditor in Germany for selected tax types in the reporting year and successfully certified in January 2022. The Austrian subsidiaries were also successfully audited for adequacy in 2020, followed by an effectiveness audit for the period from July 1 to December 31, 2020, at the beginning of 2021. The auditor did not identify any issues.
More information about taxes can be found in the Annual Report.