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MarketScreener Homepage  >  Equities  >  Nyse MKT  >  Spark Networks SE    LOV

SPARK NETWORKS SE

(LOV)
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Delayed Quote. Delayed Nyse MKT - 11/25 08:00:00 pm
4.72 USD   -1.46%
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Spark : Corporate Governance Statement

06/19/2020 | 04:42am EST

Statement of Corporate Governance of Spark Networks SE

The Statement of Corporate Governance is to published separately on the Internet pursuant to Section 289f

German Commercial Code (Handelsgesetzbuch - HGB). It comprises the Compliance Statement pursuant to Section 161 German Stock Corporation Act (Aktiengesetz - AktG)(A.), relevant information on corporate governance practices(B.), a description of the working methods of the Management Board and the Supervisory Board, as well as of the composition and working methods of their committees(C.),

specifications for promoting the participation of women in management positions pursuant to Section 76 para. 4 and Section 111 para. 5 AktG, together with a report on whether the targets set were achieved (D.), as well as a description of the diversity concept (E.).

A. Compliance Statement pursuant to Section 161 AktG

The Management Board and the Supervisory Board of a listed German stock corporation or - in the case of a listed German SE with a one-tier system of corporate governance - the Administrative Board are, pursuant to Section 161 AktG, obliged to declare that the recommendations of the "Government

Commission German Corporate Governance Code" published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette have been, and are being, complied with or which recommendations have not been, or are not being applied and why not.. The Administrative Board of Spark Networks SE issued the following statement in June 2020, which was published on the Company's website https://www.spark.net/investor-relations/corporate-governance/highlights:

Compliance Statement regarding the recommendations of the

Government Commission German Corporate Governance Code

pursuant to Section 161 AktG

Pursuant to Art. 9 p. 1 c) (ii) of the SE Regulation (SE-VO) and Section 22 p. 6 of the German SE Implementation Act (SEAG) in conjunction with Section 161 AktG, the Administrative Board of Spark Networks SE (the "Company") hereby declares as follows:

Taking into account the particularities of the one-tier system of corporate governance described under item 1 and subject to the exceptions listed and explained under item 2, the Company

  • (a) since the last Compliance Statement published in May 2019, has complied with the recommendations of the German Corporate Governance Code in the version dated 7 February 2017, published by the German Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 24 April 2017 (the "Code 2017") and has complied with the recommendations of the German Corporate Governance Code in the version dated 16 December 2019, published by the German Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 20 March 2020 (the "Code 2019") since its entry into force;

    and

  • (b) will comply with the recommendations of the Code 2019.

1. Particularities of the One-Tier Corporate Governance System

According to Art. 43 - 45 SE-VO, in conjunction with Sections 20 et seq. SEAG, under the one-tier system of corporate governance, the management of the SE is the responsibility of a single management body, namely the Administrative Board. The Administrative Board manages the Company, determines the Company's basic business strategies and monitors the implementation of said strategies by the Managing Directors. The Managing Directors manage the Company's day-to-day business, represent the Company in and out of court and are bound by the instructions of the Administrative Board.

Spark Networks SE applies those recommendations of the Code that address the Supervisory Board to the Administrative Board, and applies those recommendations of the Code that address the Management Board to its Managing Directors to the extent applicable.

2. Exceptions to the recommendations of the Code 2017 and the Code 2019

Sec. 4.1.3 Code 2017 / A.2 Code 2019 (Compliance Management System)

Pursuant to sec. 4.1.3 of the Code 2017 / A.2 of the Code 2019, the Managing Directors of a company shall institute an appropriate compliance management system reflecting the risk situation of the company and disclose the main features of such system. The Managing Directors continuously and responsibly deal with relevant risks, as the systematic management of business risks is considered fundamental to professional corporate governance. The Company has already implemented several internal compliance guidelines, e.g. a whistleblower policy, a corporate governance guideline, a code of ethics and an insider trading policy. So far, the Company has not yet implemented a complete compliance management system covering all consolidated companies. The Company intends to examine and implement further compliance management measures in the near future.

Sec. 4.2.2 Code 2017 / G.1 to G.4 and G.11 Code 2019 (Remuneration)

As a result of the Act Implementing the Second Shareholders' Rights Directive (ARUG II), the requirements for determining the remuneration of Management Boards of listed companies have undergone far-reaching changes. In the future, the remuneration of the Management Board may mandatorily only be determined on the basis of an abstract remuneration system to be adopted by the Supervisory Board of the respective company by no later than the end of the first annual general meeting after 31 December 2020. The Company's Administrative Board has not yet adopted a remuneration system within the above meaning, but will develop and adopt such system timely and in accordance with the relevant statutory requirements. Therefore, the Company does not comply with recommendations G.1 to G.3 of the Code 2019.

In addition, given the Company's listing on the New York Stock Exchange (NYSE) and the US characteristics of the Company Group, the determination of the current remuneration follows the remuneration of comparable US-based companies. Thus, the Company does not comply with the recommendation of sec. 4.2.2 of the Code 2017 / G.4 of the Code 2019, pursuant to which - when assessing whether the remuneration is in line with usual levels within such company - the Administrative Board shall take into account the ratio between the remuneration of the Managing Directors and the remuneration of the senior management and the workforce as a whole, as well as how remuneration has developed over time. For the aforementioned reasons, the Company also does not comply with recommendation G.11 of the Code 2019.

Sec. 5.1.2 Code 2017 / B.2 and B.5 Code 2019 (Succession planning, age limit for Managing Directors)

Pursuant to B.2 of the Code 2019, the procedure for long-term succession planning shall be described in the Statement of Corporate Governance. The Company, however, is of the opinion that the search for and selection of suitable persons for management positions in the Company belongs to the category of sensitive information that the Company - unless required by securities law - does not share with the public.

According to sec. 5.1.2 of the Code 2017 / B.5 of the Code 2019, an age limit shall be specified for members of the Management Board and disclosed in the Statement of Corporate Governance. Irrespective of the standards that exist in the Company with regard to the qualifications and responsibilities of board members, the Company does not consider the abstract criterion of the age of Managing Directors to be an appropriate attribute for generally denying a candidate's suitability for the respective position. Consequently, no age limit has been established nor is it disclosed in the Statement of Corporate Governance.

Sec. 5.4.1 Code 2017 / C.1 and C.2 Code 2019 (Composition of the Administrative Board, age limit for Administrative Board members)

Pursuant to sec. 5.4.1 of the Code 2017 / C.1 of the Code 2019, the Administrative Board shall determine specific objectives regarding its composition and shall prepare a profile of skills and expertise for the entire board. The Administrative Board has not defined any concrete requirements and objectives for its composition within this meaning, as the Company is subject to special requirements and standards under US securities law due to the listing of its shares on the New York Stock Exchange (NYSE). Those standards regarding the qualifications and responsibilities of Administrative Board members are taken into account in each election.

According to sec. 5.4.1 of the Code 2017 / C.2 of the Code 2019, an age limit for members of the Supervisory Board shall be specified and appropriately taken into account and disclosed in the Statement of Corporate Governance. As for Managing Directors, the Company does not consider an abstract age criterion to be appropriate for generally denying a candidate's suitability for the respective position. Accordingly, no age limit has been established, nor is it disclosed in the Statement of Corporate Governance.

Sec. 5.4.5 Code 2017 / C.4 and C.5 Code 2019 (Board Mandates)

Pursuant to sec. 5.4.5 of the Code 2017, members of the Management Board of a listed company shall not accept more than a total of three Supervisory Board mandates in non-group listed companies or in supervisory bodies of non-group companies that have comparable requirements, while pursuant to recommendation C.5 of the Code 2019, members of the Management Board of a listed company shall not hold, in aggregate, more than two Supervisory Board mandates in non-group listed companies or comparable functions, and shall not accept Chairmanship of a Supervisory Board in a non-group listed company.

Furthermore, C.4 of the Code 2019 stipulates that a Supervisory Board member who is not a member of any Management Board of a listed company shall not accept more than five Supervisory Board mandates at non-group listed companies or similar functions, with an appointment as Chair of the Supervisory Board being counted twice.

According to sec. 11 of the Company's Corporate Governance Guidelines reflecting the corresponding rules of the New York Stock Exchange (NYSE), executive members of the Administrative Board may hold up to four (4) board positions and non-executive members of the Administrative Board may hold up to six (6) board positions in addition their respective position as member of the Company's Administrative Board.

Sec. 7.1.2 Code 2017 / F.2 Code 2019 (Financial Statements)

Pursuant to sec. 7.1.2 of the Code 2017 / F.2 of the Code 2019, the consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year and the mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.

The Company makes its Financial Statements and the interim financial information publicly accessible within the timeframe provided by German and US securities law in order to avoid additional administrative efforts that would otherwise be required due to its international group structure.

Berlin, June 2020

Spark Networks SE

For the Administrative Board

David Khalil

B. Information on corporate governance practices

The corporate governance of Spark Networks SE is primarily determined by statutory provisions, the recommendations of the German Corporate Governance Code as amended, as well as the internal corporate guidelines.

Pursuant to Art. 43 - 45 SE-VO in conjunction with Sections 20 et seq. SEAG, in the one-tier corporate governance system, the management of the SE is the responsibility of a single management body, namely the Administrative Board. The Administrative Board manages the Company, determines the Company's basic business strategies and monitors the implementation of said strategies by the Managing Directors. The Managing Directors manage Company's day-to-day business, represent the Company in and out of court and are bound by the instructions of the Administrative Board.

Spark Networks SE applies those recommendations of the German Corporate Governance Code that address the Supervisory Board to the Administrative Board, and applies those recommendations of the Code that address the Management Board to its Managing Directors to the extent applicable.

Efficient cooperation between the Administrative Board and the Managing Directors, respect for shareholders' interests, openness and transparency are key aspects of good corporate governance.

Another corporate body is the General Meeting. The powers of the governing bodies are stipulated in the SE-VO (Regulation on the Statute for a European Company (SE)), the SEAG (SE Implementation Act), the AktG (German Stock Corporation Act), the Articles of Association and the Company's internal guidelines.

Lawful conduct and responsibility of employees and executives form the basis for the success of Spark Networks SE. In accordance with the Code of Conduct, all employees of Spark Networks SE are required to act in a risk-conscious manner and to avoid risks that could threaten the Company's existence. The Code of Conduct summarizes key policies and guidelines and includes moral standards and legal requirements that each employee must adhere.

To enhance good corporate governance, the Administrative Board and the Managing Directors shall ensure that appropriate measures are taken in line with the risk situation of the Company (Compliance Management System). The Managing Directors deal with the relevant risks on an ongoing and responsible basis, as business risk management is considered a fundamental part of professional corporate governance. Spark Networks SE has already adopted several internal corporate policies: Whistleblower Policy, Code of Conduct, Corporate Governance Policy, Code of Ethics and Insider Trading Policy. So far, the Company has not yet implemented a complete Compliance Management System covering all consolidated companies. The Company intends to examine and implement further compliance management measures in the near future.

For further information on key corporate governance practices is available on Spark Networks SE's homepage at https://www.spark.net/investor-relations/corporate-governance/highlights.

C. Functioning and composition of the Administrative Board, committees of the Administrative Board and functioning of the Managing Directors

The Managing Directors manage the business of Spark Networks SE, represent Spark Networks SE in and out of court, and are bound by the instructions of the Administrative Board. The Managing Directors manage the business of Spark Networks SE in accordance with the law, the Articles of Association of Spark Networks SE and the instructions of the Administrative Board. In doing so, they are bound by the best interests of the Company and committed to increasing the sustainable value of the Company. The three Managing Directors, Eric Eichmann, Gitte Bendzulla and Bert Althaus, manage the business of Spark Networks SE by implementing the principles and guidelines set by the Administrative Board. The Administrative Board appointed Eric Eichmann as CEO, Gitte Bendzulla as General Counsel and Bert Althaus as CFO of Spark Networks SE. The Managing Directors conduct the business of the Company with the care and diligence of a prudent and conscientious manager. The Managing Directors cooperate with the other bodies of the Company in a collegial and trustful manner for the benefit of the Company.

The Administrative Board manages Spark Networks SE, determines the principles of the Company's activities and monitors their implementation. It cooperates closely and in a spirit of trust with the Managing Directors and other bodies of Spark Networks SE for the benefit of the Company.

The Administrative Board currently consists of the following members: David Khalil (Chair), Colleen Birdnow Brown, Jeronimo Folgueira, Bradley J. Goldberg, Axel Hefer, Cheryl Law and Deepak Kamra. In the opinion of the Administrative Board, with the exception of Jeronimo Folgueira, who was Managing Director of Spark Networks SE in the past, all of its members are independent within the meaning of the

Disclaimer

Spark Networks SE published this content on 19 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2020 08:41:03 UTC


© Publicnow 2020
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Sales 2020 178 M 213 M 213 M
Net income 2020 0,74 M 0,88 M 0,88 M
Net Debt 2020 107 M 128 M 128 M
P/E ratio 2020 14,7x
Yield 2020 -
Capitalization 103 M 123 M 123 M
EV / Sales 2020 1,18x
EV / Sales 2021 0,96x
Nbr of Employees 290
Free-Float 49,1%
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Mean consensus BUY
Number of Analysts 2
Average target price 9,50 $
Last Close Price 4,72 $
Spread / Highest target 112%
Spread / Average Target 101%
Spread / Lowest Target 90,7%
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Managers
NameTitle
Eric Eichmann Chief Executive Officer, Director & MD
David Khalil Chairman
Bert Althaus Chief Financial Officer & Managing Director
Benjamin Hoskins Chief Technology Officer
Jeronimo Federico Folgueira Sanchez Director
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