CompuGroup Medical
Synchronizing Healthcare

We promote dialog in the healthcare sector and ensure that costs are saved in a meaningful way. Everyone should benefit from medical progress with the help of IT.

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Corporate Governance

The Managing Directors of the general partner (CompuGroup Medical Management SE) are responsible for the leadership and management of CompuGroup Medical SE & Co. KGaA.

Boards

Managing Directors

Dr. Dirk Wössner

 

Dr. Dirk Wössner
CEO

Dirk Wössner was a member of the Board of Management of Deutsche Telekom AG until 2020, where he has been responsible for business in Germany since January 1, 2018. Prior to that, he had been responsible for the mobile and cable business with consumers at the Canadian market leader Rogers Communications since 2015. From 2002 to 2015, he held various management positions at Deutsche Telekom in Germany and England. Among other things, he was Managing Director of Residential and Business Customer Sales at Telekom Deutschland and responsible for Telekom's wholesale business in Germany. From 1997 to 2002, he worked for McKinsey & Company in Munich and Madrid. Dirk Wössner holds a doctorate in chemistry, is married and has four children.

Year of birth: 1969
Nationality:German
Appointed since:January 1, 2021
Appointed until:December 31, 2023
Board positions: None

Frank Brecher

Frank Brecher
Chief Technology Officer

Frank Brecher has been a member of the management of CompuGroup Medical since 2015. He joined CompuGroup Medical in 1998, and held a number of different management positions in the Group, amongst others in the dental division and in the clinical and care sector business. In 2011, he oversaw the acquisition of LAUER-FISCHER GmbH and its subsequent integration into the Group. Frank Brecher was appointed to the Management Board of CGM Deutschland AG at the end of 2011, and since April 2013 has been coordinating the Group-wide roll-out of the new, uniform IT platform, “OneGroup IT”. His main focus is on the optimization of product development in the Group, software and product architecture, as well as development processes and tools. He also focuses on defining, introducing and maintaining optimal, more efficient and IT-supported business processes in all functional areas of the Group.

Year of birth:1969
Nationality:German
Appointed since:  June 18, 2020
 previously member of the Management Board of CompuGroup Medical since April 1, 2015
Appointed until:March 31, 2023
Board positions:None

Dr. Ralph Körfgen

Dr. Ralph Körfgen
Managing Director Ambulatory & Pharmacy Information Systems

Dr. Ralph Körfgen he has held global responsibility for the Ambulatory & Pharmacy Information Systems divisions since 2018. Prior to this, he worked at Deutsche Bahn, where he was in charge of corporate development and the CEO of sales; before this, he worked at Roland Berger & Partner and specialized in the development of growth potential in various industries; Ralph Körfgen studied business administration at the University of Münster and has extensive experience in tapping new markets and the growth of digital business models.

Year of birth:1966
Nationality:German
Appointed since: June 18, 2020
 previously member of the Management Board of CompuGroup Medical since November 1, 2018
Appointed until:October 31, 2021
Board positions:None

Dr. Eckart Pech

Dr. Eckart Pech
Managing Director Consumer and Health Management Information Systems

Dr. Eckart Pech has been in charge of the newly created Consumer and Health Management Information Systems segment since November 2019. Eckart Pech was previously a member of the Management Board of Allianz Technology SE in charge of the Allianz Group’s global IT platforms. Prior to this, he was Chief Information Officer and member of the executive board at Telefónica Deutschland AG, where he was responsible for the operation and development of IT platforms. Eckart Pech began his professional career at the consulting company Diebold, which is owned by the Daimler Group. He studied business administration and Chinese at the University of Bayreuth and Shanghai International Studies University. He completed his doctorate at the University of the German Federal Armed Forces in Munich.

Year of birth:1969 
Nationality:Deutsch 
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since November 1, 2019
Appointed until:July 31, 2022
Board positions:None

Michael Rauch

Michael Rauch
Chief Financial Officer

Michael Rauch has been in charge of Finance at CompuGroup Medical since summer 2019. Before joining the Company, he was the CFO for Douglas in Düsseldorf. Prior to this, he worked for 16 years in various finance and strategy functions in the Henkel Group, spending several years as the CFO for Adhesives Technologies and Beauty Care. He began his professional career as a consultant at KPMG, before becoming the Finance Director for the DACH region at the DCS Automotive Group. In addition to being a business graduate, he is an MBA, LL.M. and CMA, and has amongst others worked in China, Sweden and the UK for a number of years.

Year of birth:1972
Nationality:German
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since August 1, 2019
Appointed until:July 31, 2022
Board positions:Deputy Chairman of the Supervisory Board of Edding AG, Ahrensburg

Hannes Reichl

Hannes Reichl
Managing Director Inpatient and Social Care

Hannes Reichl has had global responsibility for the hospital and laboratory business of CompuGroup Medical since 2018, of which he was previously the Senior Vice President. He has held various management positions since coming to CGM in 2007, and successfully built up and developed what was then CGM’s Central Eastern Europe and Middle East region. In addition to operational management, his work focused on strategic business development and the integration of acquired companies. After completing his studies in infonomics and information management in 1998, Hannes Reichl worked for several Austrian companies that today are all part of CompuGroup Medical.

Year of birth:1976
Nationality:Austrian
Appointed since:June 18, 2020
 previously member of the Management Board of CompuGroup Medical since November 1, 2018
Appointed until:October 31, 2022
Board positions:None
Supervisory Board

Philipp von Ilberg
Chairman

Philipp von Ilberg initially completed his training as a qualified banker at BHF Bank in Frankfurt am Main. He then went on to study law at Friedrich-Alexander University, Erlangen-Nuremberg and at Ludwig Maximilian University of Munich. From 1993 to 1995, Philipp von Ilberg worked for Deutsche Bank in Frankfurt am Main in the Corporate Finance division. He started working as an attorney in 1997 and became a partner at the international law firm Clifford Chance in 2001. From 2003 to 2012, Philipp von Ilberg was a partner at the international law firm Dewey Ballantine LLP and, from 2010, Dewey LeBoeuf LLP in Frankfurt am Main. From 2012 to 2017, he was a partner and head of the Frankfurt office of the international law firm McDermott Will & Emery LLP. He has been managing director of Mayer Sitzmöbel Verwaltungs-GmbH, the personally liable partner of Mayer Sitzmöbel GmbH & Co. KG, and of MINX Fashion GmbH since 2017.

Representative of:Shareholders
Year of birth:1963
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Occupation exercised:Managing director of Mayer Sitzmöbel Verwaltungs-GmbH, the general partner of Mayer Sitzmöbel GmbH & Co. KG, and of MINX Fashion GmbH
Board positions:None

 

Sven Thomas Müller
Vice Chairman

After founding an IT trading and service company in 1997, Sven Thomas Müller joined the HKB GmbH in Koblenz, a law firm for tax, legal and management consultancy specialising in the support of healthcare facilities, as an IT consultant in 2002. After nine years of working on internal and external projects for clients, he joined RHM Klinikgruppe as Head of IT in 2011, where he oversaw the acquisition of further clinics and clinic groups such as MEDIAN and the AHG Group. From 2015, Müller was also responsible for IT at the MEDIAN clinics and over the following years accompanied the merger of the three clinic groups. In 2018 he moved to CGM in Koblenz as CIO (Chief Information Officer).

Representative of:Employees
Year of birth:1979
Nationality:German
Appointed since:June 18, 2020
Appointed until:Until acceptance of the election by the newly elected employee representatives on the Supervisory Board 
Profession exercised:Chief Information Officer at CompuGroup Medical SE & Co. KGaA 
Board positions:None

 

Dr. Michael Fuchs

After completing his training, Dr. Michael Fuchs and his wife opened a pharmacy in Koblenz in 1977. In 1980 he founded the company Impex Electronic. During this time, Michael Fuchs was already involved in economic and association politics: Among other things, he was elected to the executive committee of the Federal Association of German Employers‘ Associations (BDA) in 1992. From 1992 to 2001 he served as President of the Federal Association of German Wholesale and Foreign Trade. (BGA). From 1999 to 2001 Michael Fuchs was the founding president of the Federation of German Trade Associations (BDH). In 2002, he became Chairman of the German Group of the Trilateral Commission, and in 2010, he became Deputy Chairman of the European Group of the Trilateral Commission.

From 1990 to 2006 Michael Fuchs was a member of the city council of Koblenz. From 2002 to 2017, he was a member of the German Bundestag of the CDU/CSU parliamentary group and from 2006 to 2011 he was chairman of the Parliamentary Group for Small and Medium-sized Enterprises (PKM) of the CDU/CSU parliamentary group. From 2009, he was one of the deputy chairmen of the CDU/CSU parliamentary group in the Bundestag, where he was responsible for economics and energy, medium-sized businesses and tourism. Michael Fuchs retired from the German Bundestag at the end of the legislative period in 2017. Today, he works as a freelance business consultant.

Representative of:Shareholders
Year of birth:1949
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Freelance business consultant
Board positions:Member and Chairman of the Supervisory Board of Schmiedewerke Gröditz GmbH, Gröditz

 

Dr. Ulrike Handel

Dr. Ulrike Handel has degrees in economics and in media management from Hanover and from the University of Wisconsin, Madison. She earned her doctorate at the Amsterdam School of Communication Research. After completing her education, Ulrike Handel started her career at Axel Springer SE, where she worked for 11 years. She then moved to ad pepper media International N.V., where she was responsible as chair of the Management Board from 2013 onward for the turnaround and sustainable growth of the whole group. Ulrike Handel had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2017.

Representative of:Shareholders
Year of birth:1971
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Chief executive officer of Dentsu Aegis Network Germany, Frankfurt am Main 
Board positions:None

 

Prof. Dr. Martin Köhrmann

Prof. Dr. Martin Köhrmann began his professional career as a resident at the Neurological University Hospital Erlangen. Starting in 2010, he served as senior physician at the Neurological University Hospital Erlangen, becoming chief consultant and deputy hospital director in 2012. Martin Köhrmann became deputy hospital director of the Neurological University Hospital Essen in 2016 and university professor for clinical stroke research at the University of Duisburg-Essen in 2018. He was appointed chair of the neurological section of DEGUM (Deutsche Gesellschaft für Ultraschall in der Medizin – German Society for Ultrasound in Medicine) in 2014. Also in 2014, he was appointed medical auditor for the certification of stroke units by the Deutsche Schlaganfallgesellschaft (German Stroke Society). Martin Köhrmann has been a member of the Board of Directors of the European Stroke Organisation (ESO) since 2016.

Representative of:Shareholders
Year of birth:1974
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Deputy director of the Clinic for Neurology at Essen University Hospital 
Board positions:None

 

Matthias Störmer

Matthias Störmer began his professional career in 1993 with the VACUUMSCHMELZE Group (VAC) in Hanau, a world market leader in special materials, of which he became CFO in 2000. From 2004 until 2011. He was CFO of the CHEMETALL Group in Frankfurt am Main, and from 2012 until 2016 first CFO and later CEO of the amedes Group in Hamburg, a leading provider of medical laboratory services in Germany and Belgium. From 2017 to 2018, Matthias Störmer was CFO of the Toensmeier Group in Porta Westfalia, a leading company in the field of waste disposal as well as the collection and sorting of waste with corresponding energy generation from it. Until 2020 he was a managing director of Messer Industries GmbH, Bad Soden am Taunus. Today, he works as a freelance business consultant. 

Representative of:Shareholders
Year of birth:1965
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:freelance business consultant
Board positions:None

 

Dr. Bettina Volkens

After completing her education in 1994, Dr. Bettina Volkens began her professional career as a research assistant at the Federal Ministry for the Environment, Nature Conservation and Nuclear Safety. She worked as an attorney from 1995 to 1997. In 1997, Bettina Volkens started working for various companies of the Deutsche Bahn Group, including as human resources director at DB Regio AG as well as head of “Personnel Development Group & Corporation Executives” at DB Mobility Logistics AG. Bettina Volkens worked for Deutsche Lufthansa AG from 2012 to the end of 2019, including from 2013 onward as a member of the Management Board and labor director in the Human Resources & Law department. She is a member of the Rat der Arbeitswelt (Working World Council) of the Federal Ministry of Labor and Social Affairs today.

Representative of:Shareholders
Year of birth:1963
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Self-employed lawyer 
Board positions:Member of the Supervisory Board of Bilfinger SE, Mannheim
 Member of the Supervisory Board of Vossloh AG, Werdohl 
  

Employee Representatives

Claudia Frevel

Claudia Frevel began her professional career in 1987 at Gotthardt Textsysteme as a sales assistant. From 1992 to 2004, she was Purchasing Manager with her team, responsible for the central purchasing department of the CGM Group. In addition to her job, she holds a degree in business administration and corporate management. From 2004 to 2007 Claudia Frevel supported the Chairman of the Board of Directors of CompuGroup as an assistant. Since 2008, she has been supporting strategic, cross-departmental project work in the area of central services with a focus on facilities, both commercially and in terms of purchasing.

Representative of:Employees
Year of birth:1965
Nationality:German
Appointed since:July 3, 2020
Appointed until:Until acceptance of the election by the newly elected employee representatives on the Supervisory Board
Profession exercised:Project Manager at CGM IT Solutions Services GmbH 
Board positions:None

 

Ursula Keller

Ursula Keller is a qualified dental assistant and has been working for CGM since 1990. From 1999 to 2009, Ms Keller was already an employee representative on the Supervisory Board of the former CompuGroup Holding AG. She is currently working in the Brand Communication department as "Senior Manager Public Relations" of CompuGroup Medical SE & Co. KGaA and is responsible, among other things, for internal and external event management.

Representative of:Employees
Year of birth:1966
Nationality:German
Appointed since:July 3, 2020
Appointed until:Until acceptance of the election by the newly elected employee representatives on the Supervisory Board
Profession exercised:Communication Professional at CompuGroup Medical SE & Co. KGaA
Board positions:None

 

Volker Kohl

Volker Kohl began his professional career after completing a commercial apprenticeship in an industrial company in 1992 in the administration department. From 1992 to 2004 he worked for the German "Bundeswehr" intelligence service EloKa as a software developer in the field of intelligence gathering in the middle management career. After further training as an information organizer with a focus on IT, Volker Kohl started as a software developer at CGM in October 2004. In 2009 he took over the management of a development team in the central software development in the area of medical information systems and in 2014 he became Vice President Development. Since 01.05.2020, Volker Kohl has been Senior Manager Development PIS DACH at CompuGroup Medical Deutschland AG, responsible for central product development within the DACH region.

Representative of:Employees
Year of birth:1971
Nationality:German
Appointed since:July 3, 2020
Appointed until:Until acceptance of the election by the newly elected employee representatives on the Supervisory Board
Profession exercised:Senior Manager Development at CompuGroup Medical Deutschland AG
Board positions:None

 

Julia Mole

Julia Mole has been a trade union secretary at ver.di in the Rhineland-Palatinate/Saarland district since 2012, and has been responsible for the Telecommunications and IT department since 2017. After her apprenticeship as an industrial clerk at Stadtwerke Saarlouis , Ms. Mole studied industrial engineering at the University of Applied Sciences in Saarbrücken as a scholarship holder of the Hans Böckler Foundation.

Representative of:Delegate of Vereinte Dienstleistungsgewerkschaft ver.di Rheinland-Pfalz/Saarland
Year of birth:1988
Nationality:German
Appointed since:January 15, 2021
Appointed until: 
Profession exercised:Trade union secretary at ver.di Rheinland-Pfalz/Saarland
Board positions:None

 

Andreas Wiese

Andreas Wiese has headed the state department of telecommunications and information technology in Rhineland-Palatinate and Saarland since 2015. Prior to that, he was deputy managing director of ver.di's Rhine-Nahe-Hunsrück district for 12 years. After his apprenticeship as a telecommunications craftman at Deutsche Bundespost, Telecommunications Office Mainz from 1982 to 1985, and his study at the Social Academy in Dortmund, Mr. Wiese worked for 3 years as a seminar leader at the training center of the German Postal Workers' Union. In 1998, he was employed full-time by the union as a trade union secretary in Frankfurt and moved to Mainz when ver.di was founded in 2001. Since 2002, Mr. Wiese has been an honorary judge, currently at the State Labor Court as well as the State Social Court.

Representative of:Delegate of Vereinte Dienstleistungsgewerkschaft ver.di Rheinland-Pfalz/Saarland
Year of birth:1966
Nationality:German
Appointed since:January 15, 2021
Appointed until: 
Profession exercised:Regional representative TK/IT at ver.di Rheinland-Pfalz/Saarland
Board positions:None
Administrative Board

Frank Gotthardt
Chairman

Frank Gotthardt, a computer science graduate, was a pioneer in health IT. He is the Chairman of CompuGroup Medical Management SE. He built up the world-leading eHealth company based in Koblenz from nothing, and has led and defined it since its first days. Frank Gotthardt is also the Regional Chairman of the Economic Council in Rhineland-Palatinate and a member of the National Board of the Economic Council.

Year of birth:1950
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Entrepreneur
Board positions:Chairman of the Supervisory Board of Rhein Massiv Verwaltung AG, Koblenz
 Chairman of the Supervisory Board of XLHEALTH AG, Heidelberg

 

Dr. Klaus Esser
Vice Chairman

After completing his education, Dr. Klaus Esser initially worked as an attorney in New York from 1976 to 1977. From 1978 to 2000, he worked for Mannesmann, including as head of the tax department, as Chief Financial Officer of Mannesmann Demag AG, as Chief Financial Officer for the group, as director of the telecommunications division, and finally as Chief Executive Officer. From 2000 to 2014, Klaus Esser was managing director at the private equity corporation General Atlantic GmbH. He had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2003 and chair of the Supervisory Board since 2014.

Year of birth:1947
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Managing Director of Klaus Esser Verwaltungs GmbH, Düsseldorf
Board positions:None

 

Prof. (apl.) Dr. med. Daniel Gotthardt

Prof. (apl.) Dr. med. Daniel Gotthardt studied medicine at the University of Heidelberg and earned his doctorate at the Max Planck Institute for Medical Research and at Imperial College in London. He completed further periods of research at Mount Sinai Hospital, New York, and at the Max Planck Institute of Molecular Cell Biology and Genetics, Dresden. In 2011, Daniel Gotthardt earned his postdoctoral qualification to lecture in the subject of internal medicine. He is the managing director of Mediteo GmbH and sole member of the Management Board of Gotthardt Healthgroup AG and XLHealth AG, having previously worked for 13 years at the Medical Clinic IV at Heidelberg University Hospital, lastly as managing senior physician. Daniel Gotthardt had been a member of the Supervisory Board of the former CompuGroup Medical SE since 2003. In addition to his membership of the Supervisory Board of CompuGroup Medical SE & Co. KGaA, he is member of the Supervisory Board of ProMinent GmbH, Heidelberg.

Year of birth:1973
Nationality:German
Appointed since:June 18, 2020
Appointed until:2025
Profession exercised:Managing Director of Mediteo GmbH, Heidelberg, and also sole member of the management board of Gotthardt Healthgroup AG, Heidelberg, and of XLHealth AG, residing in Heidelberg
Board positions:Member of the Supervisory Board of ProMinent GmbH, Heidelberg

 

Dr. Dirk Wössner

Dirk Wössner was a member of the Board of Management of Deutsche Telekom AG until 2020, where he has been responsible for business in Germany since January 1, 2018. Prior to that, he had been responsible for the mobile and cable business with consumers at the Canadian market leader Rogers Communications since 2015. From 2002 to 2015, he held various management positions at Deutsche Telekom in Germany and England. Among other things, he was Managing Director of Residential and Business Customer Sales at Telekom Deutschland and responsible for Telekom's wholesale business in Germany. From 1997 to 2002, he worked for McKinsey & Company in Munich and Madrid. Dirk Wössner holds a doctorate in chemistry, is married and has four children.

Year of birth:1969
Nationality:German
Appointed since:January 6, 2021
Appointed until:2023
Profession exercised:CEO
Board positions:None

 

Stefanie Peters

After completing her education in business administration and foreign languages in 1993, Stefanie Peters began her professional career as a consultant in Munich. Having gained her MBA at INSEAD in 1998, she then joined a top tier strategy consulting firm, living and working in New York, Paris, and Munich. After that, she gathered further digital business know-how as Director Business Development for a high-growth startup in Mountain View, Vienna and Munich and as Director Strategic Projects for a leading digital platform in Munich in order to work as an independent consultant and interim manager for digital market leaders in Europe from 2008 to 2011. In 2012, she founded the growth consulting firm enable2grow GmbH and since then she has led the firm as a managing partner.

Year of birth:1969
Nationality:German
Appointed since:July 10, 2020
Appointed until:2025
Profession exercised:Managing partner of enable2grow GmbH, Berlin
Board positions:Member of the Supervisory Board of STAFFBOOK AG, Hamburg

Committees

Audit Committee
  • Matthias Störmer
    Chairman
  • Ursula Keller
    Vice Chairwoman
  • Philipp von Ilberg
  • Andreas Wiese
Joint Committee
  • Dr. Klaus Esser, Chairman
  • Dr. Dirk Wössner
  • Frank Gotthardt
  • Dr. Michael Fuchs
  • Philipp von Ilberg
  • Sven Thomas Müller

Further information and documents

Governance Declaration

Corporate Governance Statement as of December 31, 2019

Corporate Governance Practices

CompuGroup Medical recognizes its duty to be a responsible member of society. Our business is based on trust – every day we face challenging issues such as healthcare security, patient privacy or public tenders. Our products and solutions will always comply with applicable laws and regulations and with our commitment to ethical and social responsibility. Alongside other corporate governance principles of CompuGroup Medical, this ethical principle goes beyond the legal provisions and recommendations of the Code in some areas. Ethical guidelines apply to all CompuGroup Medical employees and business partners acting on behalf of the Company. We also expect our suppliers and partners to adhere to ethical guidelines that are consistent with our ethical values. The CompuGroup Medical Code of Conduct can be viewed at any time on our website at www.cgm.com.

Functioning of the Management Board and Supervisory Board

CompuGroup Medical SE is a company under German law, on which the German Corporate Governance Code is also based. A fundamental principle of German stock corporation law is the dual management system with two governing bodies – the management board and the supervisory board – each of which has its own independent powers. The Management Board and the Supervisory Board of CompuGroup Medical work together closely and in a spirit of trust in the governance and monitoring of the Company.

CompuGroup Medical’s Management Board has clearly defined areas of responsibility and duties in corporate governance. The corporate governance model follows the allocation of responsibilities determined by the Supervisory Board.

The Chief Executive Officer (CEO) coordinates the work of the members of the Management Board and cooperation with the Supervisory Board.

One member of the Management Board manages the Outpatient Facilities department. This department includes the Doctor Information Systems, Dentist Information Systems and Pharmacy Information Systems areas.

One member of the Management Board manages the Stationary Facilities department. This department includes the Hospital Information Systems, Rehabilitation, Social and Laboratory Information Systems areas.

One member of the Management Board manages the new CHS Consumer & Health Management Systems department created in 2019. This department includes the Consumer, insurance and industrie, telematicinfrastructure, data & analytics areas and the development team in Rumania.

Another member of the Management Board is responsible for the functional organization of the Finance area as Chief Financial Officer (CFO).

The sixth member of the Management Board manages the Process and Efficiency Management (CPO) department.

In weekly meetings, the members of the Management Board jointly discuss and decide on a broad spectrum of topics ranging from day-to-day business to Group strategy.

The Regional Managers and the Management Board together form the Strategic Management Group. The main objective of the Group’s meetings is to harmonize business activities and to ensure that knowledge is shared across countries and functions.

CompuGroup Medical supports the concept of close and trusting cooperation between the Supervisory Board and the Management Board, based on the Company’s need for expertise, balanced decision-making and an independent evaluation of business development and management.

The Supervisory Board appoints the members of the Management Board and monitors and advises it on the management of the Company. It is directly involved in all issues of fundamental importance to the Company. The Chairman of the Supervisory Board coordinates the activities of the Supervisory Board.

The duties of the Supervisory Board and its committees are governed by law and the Company’s Articles of Association. The Supervisory Board has issued Rules of Procedure for itself and the Management Board. Former members of the Management Board of CompuGroup Medical SE do not sit on the Supervisory Board. The Supervisory Board has a sufficient number of independent members who have no business or personal relationships with the Company or its Management Board. The Supervisory Board typically convenes six to eight times a year. In at least one meeting, the Supervisory Board discusses Group’s strategy with the Management Board. At monthly intervals, the Supervisory Board receives financial reports, management reports and an analysis of the expected course of business. The Supervisory Board regularly reviews the efficiency of its activities. The last such efficiency review took place in 2019. A questionnaire was used to evaluate the efficiency of the Supervisory Board’s activities and its cooperation with the Management Board, which was then discussed at a separate Supervisory Board meeting.

The Supervisory Board has formed an Audit Committee from among its members. The Audit Committee consists of the Chairman of the Supervisory Board, two shareholder representatives and one employee representative. The Chairman of the Supervisory Board, Dr. Klaus Esser, is the independent financial expert of the Audit Committee. The Audit Committee deals with monitoring the accounting process, monitoring the annual audit, the management report and the quarterly financial statements and recommends to the Supervisory Board whom it should propose to the Annual General Meeting as the auditor. On the basis of the independent auditor’s report, the Audit Committee makes recommendations regarding the approval of the annual financial statements and the consolidated financial statements by the Supervisory Board. The formation of further committees is not planned at present.

The Management Board and the Supervisory Board must act in the interests of CompuGroup Medical SE. There were individual conflicts of interest in the Supervisory Board in the past fiscal year that have been explained in the report of the Supervisory Board. No member of the Management Board held more than three seats on supervisory boards of listed stock corporations not belonging to the Group.

Target Figures for the Composition of the Supervisory Board and Management Board

In accordance with section 111(5) AktG, the Supervisory Board of the company last discussed the targets for the share of women in March 2017 and, taking into account the specific situation of the Company, determined the following:

a) A target of 1/6 was set for the Supervisory Board for the period until June 30, 2020.

b) A target of zero was set for the Management Board for the period until June 30, 2020.

The current composition of the Management Board and the Supervisory Board is consistent with the targets set by the Supervisory Board. In the opinion of the Supervisory Board of the Company, the shareholder representatives on the Supervisory Board comprise an appropriate number of independent members if their share is at least 50 percent. The Supervisory Board members Dr. Klaus Esser (Chairman), Dr. Ulrike Handel and Thomas Seifert are considered independent.

Targets for the composition of the two management levels below the Management Board

In accordance with section 76(4) AktG, the Management Board of the Company last discussed the targets for the share of women working in positions at the management levels below the Management Board in August 2018 and, taking into account the specific situation of the Company, determined the following: The target for the share of women was set at 30 percent. The deadline for achieving the target was set at July 31, 2023.

The current composition of management is not yet in line with the targets set, and the current situation with regard to the recruitment of employees, particularly in the IT sector, is generally difficult.

Remuneration of the Management Board and Supervisory Board

CompuGroup Medical SE complies with the recommendations of the German Corporate Governance Code to disclose the individual remuneration of the Management Board and the Supervisory Board. The main features of the remuneration systems and the remuneration are presented separately in the remuneration report, which is part of the management report.

Risk Management

The responsible handling of business risks is one of the principles of good corporate governance. The Management Board of CompuGroup Medical SE has Group-wide and company-specific reporting and control systems at its disposal that ensure that these risks are tracked, assessed and managed. The systems are evolved on an ongoing basis and adapted in line with changing conditions. The Management Board regularly reports to the Supervisory Board on existing risks and their development. The Audit Committee primarily deals with the monitoring of the accounting process, including reporting, the effectiveness of the internal control system, risk management, compliance and audits.

Details on CompuGroup Medical’s risk management are presented in the risk report within the management report. In addition, the report on the accounting-related internal control and risk management system required by the Bilanzrechtsmodernisierungsgesetz (BilMoG – German Accounting Modernization Act) can be found in the (Group) management report.

Accounting and audits of financial statements

CompuGroup Medical SE prepares its consolidated financial statements and its interim consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The annual financial statements of CompuGroup Medical SE are prepared in accordance with the German Commercial Code. The financial statements are prepared by the Management Board and audited by the auditor and the Supervisory Board. The interim reports and the half-year financial report are discussed with the Management Board by the Audit Committee prior to publication. The consolidated financial statements and the annual financial statements of CompuGroup Medical SE for fiscal year 2019 were audited by KPMG AG Wirtschaftsprüfungsgesellschaft, head office: Berlin, Frankfurt/Main branch, the auditor appointed by the 2019 Annual General Meeting. The audits were conducted in accordance with German audit regulations and the generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (German Institute of Certified Public Accountants). The audit procedures also included the risk early warning system. It was also agreed with the auditor that they would inform the Supervisory Board without delay of any grounds for disqualification or partiality, and of any material findings or events arising in the course of the audit. There were no such findings in the reporting time frame.

Shareholders and the Annual General Meeting

Our shareholders exercise their rights at the Company’s Annual General Meeting. The Annual General Meeting takes place in the first six months after the end of fiscal year. In accordance with the Articles of Association, the Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting makes decisions on all matters assigned to it by law. CompuGroup Medical’s goal is to make it as easy as possible for shareholders to participate in the Annual General Meeting. For this reason, all documents required for participation are published in advance on the Internet. Shareholder proxies are appointed for the Annual General Meeting, whom shareholders can instruct to exercise their voting rights as per their wishes.

Shareholdings of the Management Board and Supervisory Board

The following shares are currently held by members of the Management Board and Supervisory Board:

Management Board:
Frank Gotthardt: 17,910,804 shares (approximately 33.65 %)
Uwe Eibich: 97,744 shares (approximately 0.18 %)
Michael Rauch: 2,200 shares (approximately 0.00 %)
Hannes Reichl: 1,500 shares (approximately 0.00 %)
Frank Brecher: 1,284 shares (approximately 0.00 %)

Supervisory Board:
Prof. Dr. Daniel Gotthardt: 3,571,711 shares (approximately 6,71 %)
Dr. Klaus Esser: 140.000 shares (approximately 0,26 %)

Transparency

CompuGroup Medical SE attaches great importance to the uniform, comprehensive and timely dissemination of information. Reporting on the business situation and results of CompuGroup Medical SE is provided in the annual report, the quarterly disclosures, at the annual Investor and Analyst Conference and in regular conference calls. In addition, information is provided in the form of press releases and ad hoc disclosures, in addition to other mandatory publications to the extent required by law. All reports and announcements can be viewed on the Internet at www.cgm.com in the Investor Relations section. CompuGroup Medical SE has produced the required insider trading list. The relevant persons were informed of their legal obligations and sanctions.

Auditor

Information on the auditor

On May 13, 2020, the General Meeting of CompuGroup Medical SE, at the suggestion of the Supervisory Board and based on the recommendation of the Audit Committee, appointed KPMG AG Wirtschaftsprüfungsgesellschaft, registered office: Berlin, branch office Frankfurt am Main, as auditor for the financial year 2020 and for any auditor to order auditor reviews of interim financial reports for the 2020 financial year and for the first quarter of 2021. With regard to the change of legal form of the company into a limited partnership on shares (KGaA) proposed for resolution under agenda item 7 of the Annual General Meeting, it should be noted that Blitz 18-764 SE, which will join the company as a personally liable partner as part of the change of legal form (will in future be known as and hereinafter referred to as "CompuGroup Medical Management SE", see also agenda item 7 (a) and (b) (5)) takes over the legal position of the founder of the legal entity of a new legal form and in this function the auditor for the must order the first full or short fiscal year. Accordingly, CompuGroup Medical Management SE declared at the Annual General Meeting that the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft proposed in this agenda item 5 - in the event that the proposal for a resolution was accepted by the Annual General Meeting - will continue after the change of form becomes effective.

KPMG AG Wirtschaftsprüfungsgesellschaft has been the auditor of CompuGroup Medical SE since the 2019 financial year. The auditor responsible for the audit is Alexander Bock. Another responsible auditor is Carsten Palm.

Articles of Association
Bylaws of the Supervisory Board 

Bylaws of the Supervisory Board of CompuGroup Medical SE & Co. KGaA

§ 1. General

1. The Supervisory Board must discharge the duties assigned to it by law and by the Articles of Association.

2. The Supervisory Board shall discharge its duties in compliance with the law, the Articles of Association and these Rules of Procedure. Its members have equal rights and obligations. They are not bound by orders or directives.

3. When discharging its duties, the Supervisory Board shall work closely with the executive management of the personally liable shareholder for the benefit of the company.

§ 2. Chairperson and vice-chairperson

1. In the first meeting after its election by the annual shareholders’ meeting, the Supervisory Board shall elect a chairperson and a vice-chairperson with a majority of two-thirds of its required members. The election shall be overseen by the oldest member (in years of age) of the Supervisory Board.

2. If the required majority is not reached for the election of the chairperson or vice-chairperson, a second election will be held to elect the chairperson and vice-chairperson. In this election, the shareholder representatives on the Supervisory Board shall elect the chairperson of the Supervisory Board, and the employee representatives on the Supervisory Board shall elect the vice-chairperson, with the majority of votes cast.

3. The election shall be made for the term of office of the elected persons to the Supervisory Board. If the chairperson or vice-chairperson leaves the Supervisory Board before the end of his/her term, the Supervisory Board must immediately conduct a new election for the remaining term of office of this person.

4. Unless otherwise specified by these Rules of Procedure, the vice-chairperson must fulfill the rights and obligations of the chairperson of the Supervisory Board if he/she is unable to do so.

§ 3. Meetings and resolutions of the Supervisory Board

1. Supervisory Board meetings shall be convened by the chairperson by giving 14 (fourteen) days’ notice in writing or by e-mail. The invitation must include each agenda item. In urgent cases, the notice period can be reduced and the meeting can be convened by telegraph, telex, fax, other electronic means of communication, or by phone.

2. Supervisory Board resolutions are generally adopted in on-site meetings. However, Supervisory Board meetings can be held as a video or conference call, or some Supervisory Board members can join by video or telephone; in these cases, resolutions will also be adopted or votes will be cast by video or conference call, or with members joining by video or telephone. Apart from meetings, resolutions can be adopted in text form (Section 126b BGB - German Civil Code; in particular in writing, by telegraph, telex, fax, by other electronic means of communication (e-mail etc.)) or by phone -- or as a combination -- if the chairperson of the Supervisory Board or the vice-chairperson in his/her stead so orders.

3. The Supervisory Board is quorate if at least half of the total members of the Supervisory Board take part in the resolution.

4. If any Supervisory Board members are unable to take part in meetings, they can have a written vote submitted on their behalf by another Supervisory Board member. The submission of the written vote counts as participation in the resolution.

5. The managing directors of the personally liable shareholder shall take part in the meetings unless otherwise stipulated by the chairperson of the Supervisory Board.

6. Supervisory Board resolutions shall be adopted by simple majority of the votes cast unless otherwise stipulated by law. In the event of a tie vote on the Supervisory Board, another vote shall be held on the same subject. If the second vote also results in a tie, the chairperson of the Supervisory Board shall have two votes for the subsequent vote. The same applies if votes are submitted in writing. The vice-chairperson shall not be given a second vote even if he/she is representing the chairperson of the Supervisory Board.

7. Minutes must be kept of the Supervisory Board meetings and signed by the chairperson of the Supervisory Board. Minutes to be prepared for resolutions adopted off-site under 2) above shall be signed by the chairperson of the Supervisory Board.

§ 4. Non-disclosure agreement

1. The Supervisory Board members must keep all facts which have become known to them in the course of discharging their duties as a Supervisory Board member confidential from third parties if the disclosure of these facts could compromise the interests of the company or one of its associated companies. This includes, but is not limited to, business and trade secrets and any confidential reports received or confidential consultations held. This obligation shall survive their term of office. The non-disclosure obligation shall apply in particular to voting, the progress of the debate, responses and personal statements by any Supervisory Board member.

2. If a Supervisory Board member intends to share information that cannot be publicly disclosed with third parties, the chairperson of the Supervisory Board must first be notified.  If he/she does not approve the disclosure, he/she must notify the other Supervisory Board members accordingly and arrange for an immediate response by the Supervisory Board. Until this response has been received, the relevant Supervisory Board member must treat as confidential the facts he/she obtained knowledge of as a result of their office. The provisions of this clause are without prejudice to the non-disclosure obligations of the Supervisory Board members

§ 5. Committees

1. The Supervisory Board shall form an Audit Committee with four members. At least one member of the Audit Committee must be independent under Section 100 (5) AktG (German Banking Act) and have expertise in the field of accounting or annual financial statements. Two members of the Audit Committee shall be elected to the Committee following nomination by the shareholder representatives. Two members of the Audit Committee shall be elected to the Committee following nomination by the employee representatives. The Committee shall elect one committee member as chairperson and one committee member as his/her vice-chairperson. If the required majority is not reached for the election of the chairperson or vice-chairperson, a second election will be held to elect the chairperson and vice-chairperson. In this election, the shareholder representatives on the Supervisory Board shall elect the chairperson of the committee, and the employee representatives on the Supervisory Board shall elect the vice-chairperson, each with the majority of votes cast.

2. The Audit Committee shall have the responsibilities set forth in Section 107 (3) (2) AktG. It shall also prepare the review of the annual financial statements by the Supervisory Board and monitor the compliance system.

3. The Supervisory Board can form additional four-person committees and assign certain activities to them. Two members of the committee shall be elected to the committee following nomination by the shareholder representatives. Two members of the committee shall be elected to the committee following nomination by the employee representatives. The Committee shall elect one committee member as chairperson and one committee member as his/her vice-chairperson. If the required majority is not reached for the election of the chairperson or vice-chairperson, a second election will be held to elect the chairperson and vice-chairperson. In this election, the shareholder representatives on the Supervisory Board shall elect the chairperson of the committee, and the employee representatives on the Supervisory Board shall elect the vice-chairperson, each with the majority of votes cast.

4.       The regulations for the Supervisory Board shall apply accordingly when all committees convene meetings and adopt resolutions.

 

The Supervisory Board adopted these Rules of Procedure in its meeting of September 19, 2020. These Rules of Procedure will remain in effect until otherwise resolved by the Supervisory Board.

   

Philipp von Ilberg

Chairman of the Supervisory Board

Code of Ethics

Code of Ethics

CompuGroup Medical SE & Co. KGaA (in the following: CompuGroup Medical) is committed to acting in a socially responsible manner and will always achieve its goals by acting ethically. As an express commitment to this social responsibility, this Code of Ethics sets out the specific requirements for business practice and personal conduct. The Code of Ethics applies to all employees of CompuGroup Medical, including managers and employees of subsidiaries, as well as to all suppliers, business partners, consultants, and third parties acting on our behalf.

With this Code of Ethics, we commit ourselves to respect our customers, shareholders, employees, contractors, as well as the environment, and declare to always act in an honest, fair, and professional manner.

1. Compliance with laws, regulations, and standards

CompuGroup Medical is committed to comply with the applicable laws, regulations, and standards in Germany and the countries in which the Group operates.

2. Discrimination and harassment will not be tolerated

CompuGroup Medical rejects any form of discrimination. No one may be disadvantaged, favored, or harassed because of his race, ethnic origin, skin color, nationality, gender, religion or belief, disability, age, sexual orientation, or other legally protected characteristics.

Any form of harassment at work is prohibited. Every manager is a role model with his own behavior and must ensure a working environment free of discrimination and harassment.

3. Diversity and personal behavior

Creating a positive corporate climate based on tolerance, respect, and esteem for each individual and their human dignity is essential and self-evident. Therefore, a responsible behavior of each individual in dealing with one another is important, which should always be determined and characterized by appreciation, mutual trust, openness, and fairness.

In international collaboration, CompuGroup Medical respects and considers other cultures and their cultural framework.

4. Conflicts of interest

Each representative of CompuGroup Medical is obliged to behave impartially in all business relations and not to grant unjustified advantages to any other company, organization, or person. Participation in activities which could lead to an actual or alleged conflict of interest or which could impair one's own freedom of action or decision-making is not permitted. To avoid conflicts of interest, the processing of or participation in unauthorized business activities in which the actor himself, his spouse, partner, a close relative, or any other person with whom he has a close relationship, is financially directly or indirectly involved, shall be prohibited. In addition, processing or participation in business activities that could compromise confidence in the impartiality of the employee concerned or the integrity of the work is prohibited.

5. Corruption, bribery, and trading in influence

CompuGroup Medical is against all forms of corruption, bribery, and "trading in influence" and actively seeks to avoid such actions in the Group's business activities. CompuGroup Medical prohibits the offer, distribution, and acceptance of bribes and kickbacks of any kind and the use of other ways and channels to give undue advantage to customers, agents, contractors, suppliers and their employees, or government officials. CompuGroup Medical also prohibits its employees from providing or accepting bribes or kickbacks from customers, agents, contractors, suppliers and their employees, or government officials in order to gain an advantage for themselves or their family, friends, partners, or acquaintances. The prohibition of bribery and "trading in influence" applies both to the party granting or offering an undue advantage and to the party requesting, receiving, or accepting such an advantage. In this context, the mere demand or offer of an unjustified advantage is already inadmissible. CompuGroup Medical understands kickback payments (payments in which the recipient uses the authority of his official position and the consequences of non-payment can be completely disproportionate to the small payment) as a form of bribery, which is therefore subject to the above rules.

6. Gifts, hospitality, and expenses

CompuGroup Medical prohibits the offer and acceptance of gifts, hospitality, or expenses if such gifts, hospitality, or expenses could influence the outcome of business transactions and are not reasonable expenses or benefits.

Gifts, hospitality, or reimbursement of expenses must comply with the Code of Ethics and the points listed below. Justification: The gift or hospitality should clearly be given as a form of recognition.

• No obligation: The gift, hospitality, or reimbursement of expenses does not obligate the recipient in any way.

• No expectations: No expectations are created for the donor or a partner of the donor, nor are higher expectations associated with the transaction than the recipient would attribute to a corresponding transaction.

• Disclosure: If granted secretly, the purpose appears suspect.

• Consistency with the views of stakeholders: The transaction would not be considered unfavorable by the stakeholders if it were known to them.

• Reporting: The management should be informed about a gift, hospitality, or expenses, if these exceed the amount of 50€ in individual cases.

• Appropriate value: The value of the gift, hospitality, or reimbursement of expenses is in accordance with standard business practice.

• Appropriateness: The nature of the gift, hospitality, or reimbursement is appropriate for the relationship in question and is in line with standard business practice.

• Legality: The grant is subject to the law of the country in which it is granted.

• Compliance with the regulations of the recipient: The gift, hospitality, or reimbursement is in accordance with the regulations or code of conduct of the receiving organization.

• No regularity: The granting or acceptance of corresponding grants does not regularly take place between donor and recipient.

7. Donations and sponsoring

CompuGroup Medical is obliged to ensure that donations and sponsoring are not used as a pretext for bribery. CompuGroup Medical will disclose all donation and sponsoring activities.

8. Political donations

CompuGroup Medical, its employees, and third parties acting on behalf of the company may not make donations, directly or indirectly, to political parties, organizations, or persons active in politics in order to gain a business advantage. CompuGroup Medical will disclose all political donations.

9. Compliance with the Code

The Code of Ethics applies to all employees of CompuGroup Medical, including managers and employees of subsidiaries, as well as to all suppliers, business partners, consultants, and third parties acting on our behalf.

Violations of the principles set forth in this document will be prosecuted and may result in dismissal. If a violation of the Code of Ethics is suspected, a supervisor must be notified. If the supervisor is involved in the violation of the Code of Ethics or does not pursue the violation, the next hierarchical supervisor must be informed.

The Code of Ethics is published on the company's website and is generally accessible. New employees are informed about the Code of Ethics by Group HR.

10. Disclaimer

Nothing in this document shall be construed as conferring any right enforceable by third parties and all rights of third parties provided by law are excluded to the fullest extent permitted by law.

Koblenz, August 2020

The Executive Board

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