(PDF) SALES AT A GLANCE - GERRY WEBERir.gerryweber.com/download/companies/gerryweber/Annual... · SALES AT A GLANCE (in EUR million) +14,000 sqm SALES SPACE Extension of the company-managed - DOKUMEN.TIPS (2023)

  • AT A GLANCESALES(in EUR million)

    +14,000 sqmSALES SPACE

    Extension of the company-managed Retail sales floor space: anincrease of approx. 11.6%.


    on an annual average, of whom 67.6% work in Germany.


    Increase in the operating margin (EBIT margin) from 12.4% to12.8%.


    company-managed Retail sales floors; thereof 311 abroad.



    47.5 %RETAIL

    Increase in Retail sales to EUR 404.9 million leads to higherRetail share in total group sales.

  • AT A GLANCESALES(in EUR million)

    +14,000 sqmSALES SPACE

    Extension of the company-managed Retail sales floor space: anincrease of approx. 11.6%.


    on an annual average, of whom 67.6% work in Germany.


    Increase in the operating margin (EBIT margin) from 12.4% to12.8%.


    company-managed Retail sales floors; thereof 311 abroad.



    47.5 %RETAIL

    Increase in Retail sales to EUR 404.9 million leads to higherRetail share in total group sales.



    This sign shows selected important highlights of the fiscal year2013/14

  • 1 on the basis of 45,905,960 shares 2 EBIT basis


    EBIT MARGINin the period from 2009/10 to 2013/14

    in EUR million 2013 / 14 2012 / 13 Changes in %

    Sales 852.1 852.0 0.0

    Domestic 510.4 520.2 -1.9

    International 341.7 331.8 3.0

    Sales 852.1 852.0 0.0

    Wholesale 447.2 488.3 -8.4

    Retail 404.9 363.7 11.3

    Sales split by brand

    GERRY WEBER 76.2 % 75.2% 1.0

    TAIFUN 18.3 % 19.4% -1.1

    SAMOON 5.6 % 5.3% 0.3


  • 1 on the basis of 45,905,960 shares 2 EBIT basis


    EBIT MARGINin the period from 2009/10 to 2013/14

    in EUR million 2013 / 14 2012 / 13 Changes in %

    Sales 852.1 852.0 0.0

    Domestic 510.4 520.2 -1.9

    International 341.7 331.8 3.0

    Sales 852.1 852.0 0.0

    Wholesale 447.2 488.3 -8.4

    Retail 404.9 363.7 11.3

    Sales split by brand

    GERRY WEBER 76.2 % 75.2% 1.0

    TAIFUN 18.3 % 19.4% -1.1

    SAMOON 5.6 % 5.3% 0.3



    4 Interview with the Management Board

    8 Report of the Supervisory Board

    13 Corporate Governance Report

    23 The GERRY WEBER Share

    27 Corporate Social Responsibility Report


    32 General corporate information

    42 Economic and sector report

    44 Achievement of objectives

    45 Net worth, financial and earnings position

    55 GERRY WEBER International AG

    57 Opportunity and risk report

    71 Related party disclosures

    72 Information pursuant to section 289 para. 4 HGB and section315 para. 4 HGB

    73 Post-balance sheet events

    74 Forecast report



    82 Consolidated income statement

    83 Cosolidated statement of comprehensive income

    84 Consolidated balance sheet

    86 Statement of changes in group equity

    87 Consolidated cash flow statement

    88 Notes

    154 Responsibility statement

    155 Audit certificate

    156 Changes in the group`s fixed assets


    161 Income statement

    162 Balance sheet

    164 SERVICE

    164 Calendar for financial events, imprint & disclaimer

    165 Five-year-overview

  • What were the biggest changes in the fiscal year 2013/14?RalfWeber: From an external point of view, this was certainly myfather’s transition from the Managing Board to the SupervisoryBoard. Internally, this move had been prepared for a long time,which means that the growth strategy of the GERRY WEBER Group willbe continued by the present management team. There were no majorchanges regarding our collections and processes in the past fiscalyear 2013/14, although we are constantly working to adapt ourcollections to the needs of our consumers and to further optimiseour processes. We pushed ahead our Retail expansion, especiallyoutside Germany, started to build the new logistic centre and pushthe vertical integration of our business model forward. We havedefined our strategies and objectives and will implement them withdetermination.

    What was the past fiscal year 2013/14 like for the GERRY WEBERGroup?Dr. David Frink: The primary objective of the GERRY WEBERGroup is to improve the company’s profitability. This was onceagain achieved in the fiscal year 2013/14. We not only increasedour operating margin from 12.4% to 12.8% but also kept earnings pershare stable at EUR 1.56. In spite of the good earningsperformance, we did not reach all the objectives we had setourselves in the past fiscal year. Due to adverse weathercondi-tions, geopolitical uncertainty and a slower-than-expectedrecovery in the European economy, we failed to reach our revenuetargets. At EUR 852.1 million, sales revenues were almost on parwith the previous year but our profitability improved.

    Having led the company for over 40 years, Gerhard Weber hastransitioned to the Supervisory Board. In what way has the GERRYWEBER fashion changed from your point of view as Board member withproduct responsibility?Arnd Buchardt: Gerhard Weber’s transition tothe Supervisory Board had been prepared for a long time. Take thedevelopment of our collections, for instance. We do not have asingle product manager or designer who decides on all products, butdevelop our brand collections in teams. There are different teamsfor each brand, who are composed of product managers, designers andtextile engineers. These teams design our products and develop themin-house up to the first prototype stage. Many of our employeeshave been with the company for many years, which means that GerhardWeber’s departure from the Managing Board did not entail dramaticchanges. Moreover, Gerhard Weber will remain available to us in anadvisory capacity.

    What does “vertical integration” mean for the GERRY WEBER Group?Why is it so important and how do you want to pursue it in thecoming years? Ralf Weber: As an almost fully vertically integratedclothing company, we want to cover and control the complete valuechain. We know our customer’s needs and have the oper-ationalexcellence to quickly serve these needs at the point of sale. Thisis extremely im-portant in times when customers expect the latesttrends to arrive in the shops ever more quickly. The increasingvertical integration of our business model will reduce deliverytimes further and give us full control of inventory management inthe shops. This way, we can respond to changing trends and / orconditions more effectively and quickly.




  • To accelerate the collection cycles also in the Wholesalesegment, we offer our Wholesale customers what we call “maximumorder limit arrangements”. Under these arrangements, retailersleave the breakdown of their orders to the experts of the GERRYWEBER Group. Thanks to our experience and the sales informationreceived from over 6,000 global retail spaces per day, we can matchthe collection purchase to the specific customer structure of eachindividual retail partner. This entails advantages in terms ofsales and earnings for both partners.

    What countries are at the focus of the Retail expansion? TheRetail segment today accounts for 47.5% of total Group revenues.Where do you want it to be in two years’ time? Ralf Weber: Due tothe changing distribution structures in the fashion industry andthe related vertical integration, the Retail segment continues togain importance. In the fiscal year 2013/14, the Retail segmentcontributed EUR 404.9 million or approx. 47.5% to total revenues ofthe GERRY WEBER Group. The share of the vertically controlled spaceis to rise to 60% to 70% over the next two years.

    The expansion of the Retail business and the resulting improvedcontrol over the flow of goods and the presentation of the brandsis a key element of our growth strategy. Besides

    Dr. David Frink, Ralf Weber, Arnd Buchardt (f.l.t.r.)

    Interview with the Managing Board Report of the SupervisoryBoardCorporate Governance Report

    The GERRY WEBER ShareCorporate Social Responsibility Report



  • existing Retail markets in the Netherlands and Belgium, ourexpansion strategy primarily focuses on the Scandinavian markets.We will even open the first company-managed Houses of GERRY WEBERin Canada before the end of the current fiscal year 2014/15.

    In what way do the GERRY WEBER collections differ from otherGerman fashion lines? What have you changed in the past years? ArndBuchardt: The past years have seen us modernise our collectionsstep by step and adapt them to consumers’ requirements. We havebecome more trendy and modern without compromising on our stylishdesigns and our high quality and excellent fit. Each brand speaksfor itself and has its very own style.

    Take the GERRY WEBER Collection for example. This is a modernand very feminine high-quality collection for the style-consciouswoman aged in her mid-forties and above. The GERRY WEBER EDITIONbrand is more casual and sports-oriented, which means that we caterto different consumer requirements.

    We have also concentrated the collections step by step anddeveloped them further. We create six collections per year, threespring / summer collections and three autumn/winter collections.The concentration of the collections and the resulting reduction ofthe develop-ment cycles has made us much faster and allows us torespond more effectively to changing trends or customerrequirements. In spite of our flexibility and speed, we have nevercom-promised on the high quality and good fit of our products.

    Why are you building your own logistic centre and what is theschedule for the project? What is the cost of the investment? Dr.David Frink: The new logistic centre is located in the immediatevicinity of our Group headquarters in Halle / Westphalia.Construction started in April 2014. We expect the merger of theexisting five warehouses into a central warehouse to not onlyfacilitate and improve the coordination of the deliveries to ourcustomers but also to optimise the timing of the processes. Asidefrom that, the future belongs to the “multi-channel warehouse”,where the decision which distribution channel to use for whichproduct is taken at the latest possible moment. This ensures betterproduct availability across all channels. Moreover, the newlogistic centre can be precisely tailored to our needs in terms ofcapacity, technical equipment, workflows, etc. We expect this toresult in much lower logistic costs per piece.

    The planned investment for the new logistic centre is about EUR90 million. We aim to have the warehouse operational by the end of2015 and expect it to fully handle our logistic processes frommid-2016 after the warehouses have been merged.



  • GERRY WEBER is a strong brand enjoying high awareness; why arethe licensing activities of GERRY WEBER less important than thoseof many of your competitors? Will these activities be expanded inthe coming years? Arnd Buchardt: GERRY WEBER is a strong brand andwe have sufficient potential to exploit the high awareness of theGERRY WEBER brand for our licensing business. We are alreadyselling bags, eyewear and shoes under license. In summer 2014, welaunched our first own accessories collection. It comprisesscarves, hats, shawls, gloves and lifestyle jewellery and isadapted to consumers’ seasonal requirements. Each of the twelvecollections per year comprises about 20 to 25 styles in up to threecolours. The new accessories are marketed through selectedretailers, the Houses of GERRY WEBER and our branded online shops.Accessories and licenses have become an important strategic fieldof the GERRY WEBER universe. Other products such as fragrances,lingerie or watches will be added in future. We are consideringselected accessories and / or licensed products also for the TAIFUNand SAMOON brands.

    What are your targets for the current fiscal year 2014/15?Dr.David Frink: The primary objective is to grow profitably this yearas well. We have set ourselves a revenue target of EUR 860 millionto EUR 880 million and an EBITDA target of between EUR 138 millionand EUR 143 million for the GERRY WEBER Group in its presentcomposition. Please note that these targets still exclude theintegration of Hallhuber.

    Subject to the approval of the German and Austrian cartelauthorities, we expect to include Hallhuber in our consolidatedfinancial statements as of February 2015; with Hallhuber formingpart of our Group, we project consolidated sales revenues of EUR970 million to EUR 1,000 million. We also assume that the Hallhuberintegration will make an additional contribution of between 5% and10% to the projected EBITDA. This means that the Hallhuberacquisition will also make a positive contribution to earnings pershare.

    What will the GERRY WEBER Group look like in five years’ time?Ralf Weber: We will continue our growth strategy withdetermination. We not only want to increase our sales revenues butalso want to grow profitably. This may include furtheracquisitions. One possibility would be to enter the menswear marketthrough the acquisition of a fitting brand. But we will take ourtime here; we would probably be looking for a casual menswear brandand it would have to be a 100% fit.

    Regardless of potential acquisitions, we will continue to expandour Retail segment, espe-cially outside Germany. In 2020, we wantthe Retail segment to contribute between 70% and 80% to total salesrevenues. Our vertical integration will increase continuously. Wewant to be among the top 3 fashion suppliers in our segment in allEuropean markets in which we are active and also be an acceptedplayer outside Europe.

    Thank you for the interview

    Interview with the Managing Board Report of the SupervisoryBoardCorporate Governance Report

    The GERRY WEBER ShareCorporate Social Responsibility Report



  • Board was involved in all decisions of fundamental impor-tanceat an early stage. It thus had sufficient opportunity to study theissues and prepare its decisions. The Supervisory Board passed itsresolutions either at its meetings or by written vote. At everySupervisory Board meeting, the Man-aging Board reported about thecurrent business perfor-mance, the financial and earnings position,the risk position as well as important strategic measures. Inparticular, the opening of new and the performance of existingnational and international company-managed sales spaces werediscussed repeatedly. The Managing Board’s regular reports alsocovered the share price performance as well as capitalmarket-related matters and compliance issues. In order to ensureongoing information outside of Supervisory Board meetings, theManaging Board and the Supervisory Board stayed in closecontact.


    The trusting relationship between the Managing Board and theSupervisory Board is also indicative of good corporate governanceand control. In the past fiscal year, the Super-visory Boardcontinued to fulfil the control and consulting tasks defined bylaw, the statutes and its rules of procedure with great care and incompliance with the Corporate Gov-ernance Code. It constantlyadvised the Managing Board on managing the operations of the GERRYWEBER Group and monitored the Managing Board’s activities. Inaddition, the Managing Board and the Supervisory Board agreed onthe strategic positioning and, in particular, on the interna-tionalexpansion plans of the GERRY WEBER Group.

    The Managing Board informed the Supervisory Board in a regular,timely and comprehensive manner about all essen-tial aspects of theGERRY WEBER Group. The Supervisory


    Dear shareholders,

    The fiscal year 2013/14 of GERRY WEBER International AG wasprimarily characterised by volatili-ty in our output markets, whichincreased as the year progressed. While the first six months of ourfis-cal year (November 2013 to April 2014) were marked by growingconfidence in the economic trend in Europe, the outlookdeteriorated significantly in the course of the calendar year 2014.Diffi-cult weather conditions with low temperatures during thesummer and summery temperatures in Sep-tember and October 2014 madethe year even more difficult for the fashion industry. Thisresulted in declining footfall in the city centres, especially inthe second half of the year.

    GERRY WEBER International AG did not remain completely isolatedfrom these difficult conditions. At EUR 852.1 million, salesrevenues in 2013/14 reached the previous year’s level. This meansthat our short-term sales targets were not fully met. In contrast,our profit performance was clearly more encouraging. Earningsbefore interest and taxes (EBIT) were up 2.9% on the previous yearto EUR 108.9 million. This is a good sign and shows that we are ontrack for future profitable growth.

    Against this background, the Managing Board and the SupervisoryBoard will propose to leave the dividend at EUR 0.75 per share.




    Four regular meetings of the Supervisory Board were held in thefiscal year 2013/14, all of which were attended by all members ofthe Supervisory Board. Most meetings were moreover attended by themembers of the Managing Board and, if required, guests givingpresentations on certain top-ics. The Supervisory Board alsoconvened without the (full) Managing Board being present.

    At the Supervisory Board meeting on 25 November 2013, detailedreports covered the current business performance, the status quo ofthe preparation of the financial statements as well as thecompany’s risk position. Among other things, this meeting focusedon reports about the development of the TAIFUN and SAMOON brands,their market potential and future strategic development.

    The Managing Board moreover presented the ongoing changes of thedistribution structures within the fashion in-dustry. Against thebackground of the growing importance of vertically integrated salesstructures, the Managing Board illustrated the importance of thestrategic measures initiated for the transformation of the businessmodel to complete vertical integration. In this context, theManaging Board informed about the state of the maximum order limitarrange-ments with retailers.

    The progress of planning for the new logistic centre as well asthe introduction of a new transfer price system were alsodiscussed. At this meeting, the Supervisory Board closely addressedcompliance with and implementation of the Ger-man CorporateGovernance Code and adopted the joint declaration of conformity for2014 with the Managing Board.

    At its annual accounts meeting on 24 February 2014, theSupervisory Board primarily addressed the audit of the sep-arateand the consolidated financial statements for the fiscal


    The last election of the Supervisory Board members elected bythe Annual General Meeting was held at the Annual Gen-eral Meetingon 1 June 2010. The term of office of these members will end at theend of the Annual General Meeting resolving on discharging theSupervisory Board from liability for the fiscal year 2013/14. Atthe Annual General Meeting on 4 June 2014, Gerhard Weber waselected to the Super-visory Board of the company with effect from 1Novem-ber 2014, after Dr. Wolf-Albrecht Prautzsch had resigned fromhis office as member of the Supervisory Board for per-sonal reasonswith effect from 31 October 2014. According-ly, the Managing Boardhas been composed of three mem-bers since 1 November 2014. Afterthe resignation of Gerhard Weber from the Managing Board, Dr. DavidFrink was appointed Speaker of the Managing Board. In his ca-pacityas Chief Financial Officer of the Managing Board, he is furthermoreresponsible for Logistics, IT, HR, PR / IR, Central Services aswell as Finance and Controlling. As Chief Product Officer (CPO),Arnd Buchardt is in charge of the entire pro-duction process fromprocurement to the development of all brands. He is moreoverresponsible for Licensing and Brand Marketing. As the company’sChief Sales Officer, Ralf Weber is in charge of all Sales mattersas well as Corporate Devel-opment. This means that, in view of theincreasing vertical integration of our business model, he is nowresponsible for both the Wholesale and the Retail segment.

    In order to take the significantly higher headcount intoac-count and to ensure compliance with the provisions of theCo-determination Act, it was announced on 26 Octo-ber 2014 that thenumber of Supervisory Board members will be increased from six totwelve. Going forward, the Supervisory Board will be composed ofsix shareholder representatives and staff representatives each. Theshare-holder representatives will be elected to the SupervisoryBoard at the Annual General Meeting on 16 April 2015.


    Interview with the Managing Board Report of the SupervisoryBoardCorporate Governance Report

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  • As at all Supervisory Board meetings, the Managing Boardprovided a detailed report about the current business per-formance.At this meeting, it focused, in particular, on the improved grossprofit margin as well as the report from the individual regions andmarkets. Other topics addressed included the upcoming AnnualGeneral Meeting as well as the share price performance. TheManaging Board moreo-ver reported on the continuous furtherdevelopment of the Compliance unit, the extended compliancetraining and the distribution of a compliance brochure to allemployees.

    The Supervisory Board was briefed in detail on the potentialacquisition of existing franchise stores in Norway and theresulting opportunities for the GERRY WEBER Group. Follow-ing athorough review, the Supervisory Board consented to the acquisitionand the further expansion in Scandinavia.

    Another meeting of the Supervisory Board was held on 23September 2014. In addition to the presentation of the corporateplanning for 2014/15 as well as the medium-term planning until2018, this meeting focused, in particular, on the presentation ofthe Managing Board’s 2020 strategy. The Supervisory Board welcomedthe Managing Board members’ initiative to set themselves long-termquantitative and qualitative targets for their areas ofresponsibility as well as the GERRY WEBER Group as a whole. TheManag-ing Board furthermore reported on the “Restructuring of thecompany structure” and “Construction of new logistic cen-tre”projects. Moreover, the Managing Board informed the SupervisoryBoard about the initiative to open compa-ny-managed retail storesin selected German railway sta-tions together with an existingfranchise partner.

    The Supervisory Board and the Managing Board discussed thenecessary expansion of the Supervisory Board from six to twelvemembers in order to ensure compliance with the provisions of theCo-determination Act. The Managing Board was asked to immediatelyinitiate status proceedings to implement the expansion.

    year 2012/13, the audits performed by Pricewaterhouse-CoopersAktiengesellschaft Wirtschaftsprüfungsgesellschaft and the ManagingBoard’s profit appropriation proposal. The annual accounts meetingwas attended by the auditor, who reported on the audit and itsresults. Following prepa-ration by the Audit Committee, theconsolidated financial statements for 2012/13 were discussed indetail and ap-proved by the full Supervisory Board. The SupervisoryBoard agreed with the Managing Board’s proposal to pay out anunchanged dividend of EUR 0.75.

    As in the previous years, the Supervisory Board adopted theagenda for the Annual General Meeting and obtained informationabout the state of the preparations. At this meet-ing,PricewaterhouseCoopers AktiengesellschaftWirtschaft-sprüfungsgesellschaft furthermore presented the resultsof the annual efficiency review of the work of the SupervisoryBoard. In addition to the business performance, the Man-aging Boardinformed the Supervisory Board about the time schedule of the newlogistic centre and the next milestones of the project. In thiscontext, the Supervisory Board sup-ported the Managing Board’sproposal to connect the ex-isting outlet store in Brockhagen to thenew logistic centre and to relocate it to Halle / Westphalia.

    One of the focal points of the Supervisory Board meeting on 22May 2014 was the presentation of the Board structure and the Boardresponsibilities after the resignation of Gerhard Weber as ChiefExecutive Officer with effect from 31 Octo-ber 2014. Thereorganisation of the Board responsibilities reflects the growingvertical integration of GERRY WEBER’s business model. Especiallythe fact that Ralf Weber will in future be responsible for both theWholesale and the Retail segment is to optimise the servicing ofindividual markets and customers.

    Moreover, the Managing Board illustrated the plannedre-structuring and simplification of the Group structure. Infu-ture, all procurement activities will be pooled at the holdingcompany. Two sales companies below it will represent the Wholesaleand Retail segments for all GERRY WEBER brands. In addition touniform transfer prices, the main ob-jective is increasedtransparency.



  • the preliminary projections for the fiscal year 2014/15 as wellas the medium-term planning until 2018. The Managing Boardexplained the individual assumptions and their effect on the keyfigures to the Audit Committee. In addition, com-pliance with therecommendations and suggestions of the German Corporate GovernanceCode was discussed and no deviations from the declaration ofconformity issued were identified. Finally, the Audit Committeeaddressed the amend-ments to the German accounting standards aswell as the focus of the audit of the financial statements for2013/14.


    Even though it was not significantly amended in the report-ingperiod, the Managing Board and the Supervisory Board gave extensiveattention to compliance with the German Corporate Governance Code(GCGC). For details of cor-porate governance and the exact wordingof the declaration of conformity issued by the Managing Board andthe Supervisory Board on 25 November 2014 in accordance withsection 161 AktG, please refer to the “Corporate Gov-ernanceStatement and Corporate Governance Report” in the present AnnualReport or to the company’s website www.gerryweber.com under“Investors – Corporate Govern-ance”. The declarations of conformityof prior years are also permanently available for inspection on theGroup’s website.


    PricewaterhouseCoopers AktiengesellschaftWirtschaftsprü-fungsgesellschaft was appointed as the auditor bythe Annual General Meeting on 4 June 2014. It audited the financialstatements of GERRY WEBER International AG and the con-solidatedfinancial statements for the period ended 31 Octo-ber 2014 as wellas the management report and the Group management report and issuedan unqualified audit certifi-cate. The Supervisory Board satisfieditself of the independ-ence of the auditors and the persons actingon their behalf.

    Following a detailed preliminary review by the Audit Com-mitteeand explanations of the audit activities by the auditor and its ownreview, the Supervisory Board raised no


    To prepare selected topics, the Supervisory Board has set up twocommittees from among its members, namely the Audit Committee andthe Nomination Committee. In the reporting period, the AuditCommittee held two meetings and the Nomination Committee convenedonce. In addition, three telephone conferences of the AuditCommittee were held prior to the quarterly reports. Both committeesare com-posed of Dr. Ernst F. Schröder, Udo Hardieck and Dr. Wolf-Albrecht Prautzsch.

    At its meeting on 25 November 2013, the Nomination Com-mitteediscussed the appointment of a new member to the Supervisory Boardafter the resignation of Dr. Wolf-Albrecht Prautzsch with effectfrom 31 October 2014. In this context, it also discussed the motionsubmitted by R & U Weber GmbH & Co. KG, which holds morethan 25% of the voting rights in GERRY WEBER International AG, topropose the appointment of Gerhard Weber to the Supervisory Boardpursuant to section 100 (2) sentence 1 No. 4 of the German StockCorporation Act (AktG) with effect from 1 November 2014 to the nextAnnual General Meeting. Gerhard Weber resigned from the ManagingBoard of the company with effect from 31 October 2014. TheNomination Committee as well as the full Supervisory Boardsupported the motion submitted by R & U Weber GmbH & Co.KG.

    On the day of the annual accounts meeting, the Audit Com-mitteemet in advance for a detailed discussion of the sep-arate financialstatements of the Group companies and the consolidated financialstatements of GERRY WEBER Inter-national AG. The report of theauditor, which had previously been distributed, was explained anddiscussed in detail in the auditor’s presence. Moreover, the AuditCommittee pre-pared the approval of the separate and theconsolidated financial statements as well as the profitappropriation pro-posal by the full Supervisory Board. As in theprevious years, the Audit Committee satisfied itself of theindependence of the auditor.

    The meeting of the Audit Committee on 23 September 2014 focusedon the analysis of the forecast for the rest of the fiscal yearand, most importantly, on the plausibilisation of


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  • The Supervisory Board reviewed the auditor’s report on thedependency report in accordance with section 314 AktG and arrivedat the conclusion that no objections need to be raised against thereport and the Managing Board’s final statement containedtherein.

    The Supervisory Board would like to thank the members of theManaging Board and all employees of the GERRY WEBER Group andacknowledges their personal commitment and work input. We wouldlike to thank all customers, business partners and shareholders forthe confidence placed in us and look forward to continuing oursuccessful cooperation. We would, in particular, like to expressour great respect and appreciation for Gerhard Weber’s achievementsin connec-tion with the creation and expansion of the GERRY WEBERGroup. As a member of the Supervisory Board, Gerhard Weber willcontinue to support and advise the company founded by him.

    On behalf of the Supervisory Board

    Halle / Westphalia, 24 February 2015

    Dr. Ernst F. SchröderChairman of the Supervisory Board

    objections against the separate and the consolidated finan-cialstatements. The audit reports of the auditor as well as the auditdocuments were made available in time to all members of theSupervisory Board. The deliberations on the separate and theconsolidated financial statements were attended by the auditor incharge who reported on the es-sential findings of the audit and wasavailable to answer any pertinent questions. In addition, theauditor stated that a risk management system meeting statutoryprovisions is in place; the latter was audited and found to beeffective. No weaknesses requiring reporting were identified withregard to the accounting-related internal control system.

    Accordingly, the Supervisory Board endorsed the separate and theconsolidated financial statements as well as the management reportand the Group management report for the fiscal year 2013/14 at theannual accounts meeting on 24 February 2015. The financialstatements for the fiscal year 2013/14 have thus been duly approvedin accord-ance with section 172 AktG.

    The Supervisory Board concurs with the Managing Board’s profitappropriation proposal and the proposal to pay out an unchangeddividend of EUR 0.75 per share.

    The report on relationships with affiliated companies(“de-pendency report”) prepared by the Managing Board in accordancewith section 312 AktG was also audited by the auditor in accordancewith section 313 AktG. The auditor issued the following unqualifiedaudit certificate:

    “Having conducted a proper audit and appraisal, we here-byconfirm that

    1. the facts set out in the report are correct and

    2. the company’s payments in connection with the legaltransactions referred to in the report were not unduly high.”




    In accordance with section 161 of the German Stock Cor-porationAct (AktG), the Supervisory Board and the Man-aging Board of GERRYWEBER International AG declare that the company has, since thepublication of the last an-nual declaration of conformity on 25November 2013, complied with the recommendations made by theCommis-sion of the German Corporate Governance Code as amend-ed on24 June 2014 and published by the Federal Ministry of Justice inthe official section of the electronic Federal Gazette, save forthe exceptions outlined below:

    Clause 4.2.3 – Compensation cap for the Managing BoardThe amountof compensation shall be capped, both overall and for the variablecompensation components. As a general rule, the variablecompensation is capped in the Managing Board contracts of GERRYWEBER International AG. One of the parameters used to determine thevariable compensation is the adjusted return on assets of the GERRYWEBER Group. The amount of the return on assets to be generated isdefined in advance on the basis of the company’s medium-termplan-ning. As the return on assets generated in one year’s time wasnot known at the time the variable compensation structure was fixed(the actual return on assets is determined only at the end of afiscal year), this variable compensation component has not beencapped, but the maximum degree of target achieve-ment was fixed at150%. In the context of the next regular control of the ManagingBoard compensation structure, the Supervisory Board will review thepossibility of capping the compensation.

    Code 5.2 – Chairman of the Audit CommitteeThe Chairman of theSupervisory Board is also the Chairman of the Audit Committee,which means that GERRY WEBER International AG does not comply withthe recommendation of the Code that these positions be held by twodifferent persons. The company is of the opinion that the dualchair-manship makes supervision more efficient and improvescommunication within the Supervisory Board.

    GERRY WEBER International AG is convinced that good andtransparent corporate governance in accordance with both nationaland international standards is an important basis for our long-termsuccess. Corporate governance is therefore part of our identity asa company and reflects the high demands we impose on ourselves; assuch it is an essential element of our corporate culture. The basisfor good corporate governance is the confidence placed in us by ourcustomers, shareholders and employees as well as the generalpublic. The Managing Board and the Super-visory Board attach greatimportance to working together in a trusting relationship andensuring compliance with the recommendations of the GermanCorporate Governance Code (GCGC). In the past fiscal year, bothbodies thorough-ly studied the requirements of the German CorporateGov-ernance Code. In addition to the declaration of conformitypursuant to section 161 of the German Stock Corporation Act (AktG)and clause 3.10 of the German Corporate Gov-ernance Code, theCorporate Governance Report in this Annual Report therefore alsocomprises the corporate gov-ernance statement pursuant to section289a para. 2 no. 3 of the German Commercial Code (HGB). Bothdocuments – and all declarations and statements of prior years –are permanently available in digital form on our website inaccordance with section 289a para. 2 no. 3 HGB. This CorporateGovernance Report moreover includes the com-pensation report ofGERRY WEBER International AG. The latter also forms part of theGroup management report and as such of the audited consolidatedfinancial statements.


    In this chapter, the Managing Board and the Supervisory Boardreport on their work. Giving consideration to our business model,the size of the company as well as company- specific aspects, GERRYWEBER International AG has complied with almost all recommendationsever since the introduction of the Corporate Governance Code in2002. In accordance with the “comply or explain” principle, allrecommendations which are not complied with are ex-plained in thedeclaration of conformity as required by section 161 AktG.Suggestions not complied with by our company are also included.

    CORPORATE GOVERNANCE REPORT including corporate governancestatement and compensation report


    FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCOMPANYGROUP MANAGEMENT REPORT Interview with the Managing Board Report ofthe Supervisory BoardCorporate Governance Report

    The GERRY WEBER ShareCorporate Social Responsibility Report

  • shareholders attending the Annual General Meeting can to datereach the proxies after that time.

    Code 2.3.4 – AGM broadcast on the InternetThe company shouldmake it possible for shareholders to follow the Annual GeneralMeeting on the Internet, e.g. by a live stream. The 2014 AnnualGeneral Meeting was not broadcast on the Internet. However, theaddress by the CEO and the voting results of the individual itemson the agenda were published on the Internet at www.gerryweber.comimmediately afterwards.

    The main reasons for the deviations from the recommenda-tionsand suggestions described above are the size of the company and thenumber of Supervisory Board members.


    General: Dual board system

    Being a German joint stock company, GERRY WEBER Inter-nationalAG is subject to the dual board system comprising a Managing Boardand a Supervisory Board, which cooper-ate closely and in a spiritof mutual trust to manage and control the company. A characteristicfeature of this system is the strict separation between theManaging Board, which has a managing function, and the SupervisoryBoard, which has an advisory and monitoring function.

    Managing Board

    Under the dual board system, the Managing Board manag-es andrepresents the company externally. The members of the ManagingBoard lead the company jointly and under their own responsibility.The Managing Board defines the corporate objectives and thestrategic positioning of the GERRY WEBER Group and controls andmonitors the busi-ness units and subsidiaries. The Managing Boardis com-mitted to creating sustainable value and gears itsactivities and decisions to the interests of the company. Inaddition, the Managing Board considers the interests of theshare-holders, employees and other stakeholders and ensures

    Code 5.4.1 – Age limit for members of the Supervisory BoardNoage limit has been defined for the members of the Man-aging Boardand the Supervisory Board, as abilities, qual-ifications andexperience are regarded as the relevant cri-teria for appointmentto these bodies. The company is of the opinion that it only standsto benefit from the knowledge and the experience of olderSupervisory Board members.

    Code 5.4.6 – Compensation of the members of the SupervisoryBoardMembers of the Nomination Committee and the Audit Com-mitteereceive no additional compensation, as the company is of theopinion that the regular Supervisory Board com-pensation issufficient.

    Code 7.1.2 – Consolidated financial statementsThe consolidatedfinancial statements were publicly acces-sible within 120 days ofthe end of the reporting period. The interim reports are publiclyaccessible within 45 days, which is in accordance with therecommendations of the German Corporate Governance Code. GERRYWEBER In-ternational AG aims to comply with the 90-day deadline forthe consolidated financial statements recommended by the Code infuture. So far, the company has not complied with the recommendeddeadlines in order to ensure a higher quality of the figuresreported.

    Besides the recommendations of the German Corporate GovernanceCode, the suggestions of the Code also provide guidance for goodand responsible corporate governance. In the past fiscal year,GERRY WEBER International AG again complied with almost allsuggestions of the Code. The exceptions are explained below:

    Code 2.3.2 – Voting proxiesThe company shall facilitate thepersonal exercising of share-holders’ voting rights and the use ofproxies as far as possible. The proxies designated by GERRY WEBERInternational AG can be reached by all participants on the premisesuntil shortly before the voting. Shareholders who do not attend theAnnual General Meeting in person can reach the proxies until 4:00pm on the day before the Annual General Meeting. In order to ensureproper exercising of the voting rights, only



  • Supervisory Board

    In the fiscal year 2013/14, the Supervisory Board of GERRY WEBERInternational AG was composed of six members, four of whom wereelected by the Annual Gen-eral Meeting in accordance with theGerman Stock Corporation Act and two of whom were elected by theworkforce in accordance with the German One-Third Par-ticipationAct (Drittelbeteiligungsgesetz). The Supervisory Board advises andsupervises the Managing Board. It is asked by the latter toparticipate in fundamental decisions that are of essentialimportance for the company. The Supervisory Board appoints themembers of the Managing Board, giving due consideration todiversity.

    Targets for the composition of the Supervisory Board

    GERRY WEBER International AG aims to ensure that all memberselected to the Supervisory Board have the required knowledge,skills and expert experience. Moreover, all Supervisory Boardmembers must have sufficient time to exercise their mandateproperly. All in all, members to the Supervisory Board shall beappointed in such a way as to ensure that they can competentlycontrol the work of the Managing Board and provide the latter withprofessional advice. In more specific terms, this means that themembers of the Supervisory Board shall have experience in thefields of corporate governance, strategy and human resources. Thisis to ensure professional diversity among the Super-visory Boardmembers. In addition, familiarity with the com-pany and the marketsin which it operates are required. At least one independent membermust have knowledge of accounting, internal control procedures orauditing. This independent member of the Supervisory Board shallnot be a former member of the Managing Board whose term of officeended less than two years ago.

    A Supervisory Board member is deemed independent if it isensured that he / she has no personal or business relations withthe company, its executive bodies, a controlling share-holder or arelated party which may cause a substantial and not merelytemporary conflict of interests. In this context, the existence ofan employment relationship between a member of the SupervisoryBoard and a company of the

    compliance with all applicable statutory and internal laws andregulations. It is furthermore responsible for preparing thequarterly and interim reports of the Group as well as theconsolidated financial statements and the separate financialstatements of GERRY WEBER International AG.

    The Managing Board meets at regular Board meetings, at which itvotes on current decisions. Decisions are taken with a simplemajority.

    With effect from November 2013 through October 2014, theManaging Board was composed of four members, with company founderGerhard Weber serving as Chairman. Besides Gerhard Weber, RalfWeber, Dr. David Frink as well as Arnd Buchardt sat on the ManagingBoard of the company. The responsibilities of the Managing Boardmem-bers were as follows: Gerhard Weber served as Chairman, Dr.David Frink was responsible for Production, Logistics, IT andFinance, Ralf Weber was in charge of the Retail seg-ment andCorporate Development while Arnd Buchardt was in charge of theWholesale segment as well as Marketing and Licenses.

    In connection with Gerhard Weber’s move from the Man-aging Boardto the Supervisory Board on 1 November 2014, the responsibilitiesof the Managing Board members were reassigned. Since 1 November2014, GERRY WEBER International AG has been managed by threeManaging Board members having equal rights, with Dr. David Frinkspeaking on behalf of the Board. Dr. Frink is in charge of Finance,Logistics, Communications, IT, Administration, Compliance and HumanResources. Arnd Buchardt is re-sponsible for Products, Brands andLicenses and thus for the entire product development process fromprocurement to the design of the collections. Besides hisresponsibility for the Corporate Development, Ralf Weber is incharge of the national and international business with retailpartners (Wholesale) as well as end customers (Retail).

    The details of the work of the Managing Board are laid down inthe rules of procedure.


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  • who resigned as member of the Supervisory Board for per-sonalreasons with effect from 31 October 2014.

    In order to ensure even greater compliance with the provi-sionsof the Co-determination Act as well as the required diversity, thenumber of Supervisory Board members will be increased from six totwelve as of the end of the Annual General Meeting on 16 April2015.

    Composition of the Supervisory Board and external mandates heldby Supervisory Board members

    Dr. Ernst F. Schröder – Chairman of the Supervisory Board,Bielefeld

    ■ Chairman of the Supervisory Board of S.A.S Hôtel Le Bistrol,Paris, France

    ■ Chairman of the Supervisory Board of S.A.S Hôtel duCap-Eden-Roc, Antibes, France

    ■ Chairman of the Supervisory Board of S.A.S Château du DomaineSt. Martin, Vence, France

    ■ Member of the Supervisory Board of S.A. Damm, Barcelona

    ■ Chairman of the Supervisory Board of L. Possehl mbH & Co.,Lübeck, member since 1 January 2014 and Chairman since 15 April2014

    ■ Chairman of the advisory council of Bankhaus Lampe KG,Düsseldorf

    Dipl.-Ing. Udo Hardieck, Halle / Westphalia

    ■ Member of the advisory council of Nordfolien GmbH,Steinfeld

    Charlotte Weber-Dresselhaus, banker, Halle / Westphalia

    Dr. Wolf-Albrecht Prautzsch, banker, Münster (until 31 October2014)

    ■ Chairman of the Supervisory Board of Westfalen AG■ Member ofthe Supervisory Board of Gauselkamp AG,


    GERRY WEBER Group or the existence of old-age pensioncommitments of one of these companies in favour of Super-visoryBoard members as such does not constitute a sufficient basis for aconflict of interest.

    Objectives in connection with the independence of theSu-pervisory Board are:

    ■ Supervisory Board members shall not sit on an executive bodyor perform advisory tasks at a material competitor of the companyor a Group company;

    ■ Supervisory Board members shall not perform operatingactivities at customers or suppliers of the company or a Groupcompany; and

    ■ at least two of the four shareholder representatives shall beindependent.

    Besides professional diversity, an appropriate degree of fe-malerepresentation is a key objective in the appointment of SupervisoryBoard members. For a Supervisory Board com-posed of six members inthe fiscal year 2013/14, the Super-visory Board aims for at leasttwo female Supervisory Board members. The composition of theSupervisory Board largely meets the company’s own targets. Withcurrently one female Supervisory Board member, the target of havingat least two female members is the only one which has not beenfully met yet. The target for the next Supervisory Board electionis to achieve a degree of female representation of at least1/3.

    In line with the recommendations of the Corporate Govern-anceCode, the Supervisory Board has subjected itself to an efficiencyreview. One member of the Supervisory Board is a former member ofthe Managing Board of GERRY WEBER International AG, who resignedfrom the company’s Man-aging Board more than five years ago.Accordingly, the Supervisory Board had a sufficient number ofindependent members in the fiscal year 2013/14. There were nocon-flicts of interest in the reporting period.

    In the past fiscal year, the composition of the SupervisoryBoard remained unchanged. At the Annual General Meet-ing on 4 June2014, Gerhard Weber was elected to the Supervisory Board witheffect from the beginning of the fiscal year 2014/15. He replacesDr. Wolf-Albrecht Prautzsch,



  • fundamental importance for the company require the ap-proval ofthe Supervisory Board. Deviations from the plans, budgets andtargets and their causes are explained in detail. The ManagingBoard makes the quarterly and interim re-ports available to theAudit Committee and explains them prior to publication.

    Potential conflicts of interest and directors’ dealings

    The Supervisory Board and the Managing Board are com-mitted toserving the interests of the company. They may not exploit theirposition to pursue personal interests or for the benefit of relatedparties. Any incidents or conflicts of inter-est resulting fromsideline activities must immediately be disclosed to theSupervisory Board. The latter then decides about any further stepsto be taken. In the past fiscal year, no conflicts of interest ofmembers of the Managing Board or the Supervisory Boardoccurred.

    Transparency forms the basis for good corporate govern-ance. Wereport all directors’ dealings. Pursuant to section 15a of theGerman Securities Trading Act (WpHG), the members of the ManagingBoard and the Supervisory Board as well as related parties mustdisclose the acquisition or sale of shares as well as relatedpurchase or sales rights, such as options or rights, which aredirectly dependent on the price of the GERRY WEBER share. Thefiscal year 2013/14 saw the following reportable transactions whichare to be attributed to members of the Managing Board and theSupervisory Board:

    Olaf Dieckmann, technical employee, Halle / Westphalia

    Klaus Lippert, commercial employee, Halle / Westphalia

    Composition and work of the Supervisory Board committees

    In addition to plenary work, committees dealing with spe-cifictopics ensure maximum efficiency. The Supervisory Board hastherefore set up two committees, namely an Audit Committee and aNomination Committee. Both committees prepare and complementspecial topics for consideration by the full Supervisory Board. Inorder to ensure that com-munication between the committees and thefull Supervisory Board is as efficient as possible, the Chairman ofthe Supervisory Board, Dr. Ernst Schröder, also serves as Chair-manof the two committees. More information on the meet-ings of theSupervisory Board and the work of its committees can be found inthe Report of the Supervisory Board.

    Cooperation between the Managing Board and the SupervisoryBoard

    In the interest of the company, the Supervisory Board and theManaging Board cooperate closely. The Managing Board informs theSupervisory Board regularly, without de-lay and comprehensively ofall current and new issues re-garding the business development,risk situation and strate-gic approach of the company. Transactionswhich are of

    DatePerson subject to reporting requirements

    Type of transaction Quantity Unit price WKN

    14March2014 Ralf Weber Sale 5,500 30.21 DX9UFV

    14March2014 Ralf Weber Sale 9,000 29.46 DX4AGB

    20June2014 Ralf Weber Purchase 4,600 32.70 DT3YW

    29Aug.2014 Charlotte Weber-Dresselhaus Purchase8,000 33.00 330410

    16Oct.2014 Ralf Weber Purchase 2,000 28.21330410

    16Oct.2014 Ralf Weber Purchase 2,100 27.63330410

    17Oct.2014 R & U Weber GmbH & Co, KGPurchase 1,638 27.66 330410

    24Oct.2014 R & U Weber GmbH & Co, KGPurchase 1,000 29.04 330410


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  • material results obtained in the course of the audit which arerelevant for the tasks of the Supervisory Board. The auditorfurthermore reports to the Supervisory Board any facts identifiedduring the audit which are inconsistent with the declaration ofconformity issued by the Managing Board and the SupervisoryBoard.


    Prudent handling of risks in connection with the management ofthe company forms part of the principles of good corpo-rategovernance and is an essential element of our corporate governancepolicy. Identifying and assessing opportunities and risks at anearly stage allows us to exploit opportunities more effectively andto anticipate negative deviations from our planning assumptions andinitiate counter-measures. For this purpose, the Managing Board ofthe GERRY WEBER Group has introduced a risk management system inaccord-ance with section 91 para. 2 AktG. The system is reviewed bythe auditors. The system and the risks analysed are de-velopedfurther on an ongoing basis and adjusted to chang-ing conditions.Details of the risk management system can be found in theOpportunity and risk management section.


    We define compliance as the sustainable anchoring of com-pliantbehaviour in the corporate structure. The compliance system of theGERRY WEBER Group is designed to preclude infringements by domesticand foreign employees and to enable employees to implement thecompany’s internal guidelines.

    Besides complying with laws and statutory provisions as well asinternal regulations, we attach great importance to anchoringethically and morally correct behaviour in the corporate culture asthis creates the basis for mutual trust.

    A code of conduct that is binding upon all employees forms thebasis of our compliance programme. The code compris-es allbehavioural rules for dealing with colleagues, custom-ers,suppliers and other external stakeholders. Besides the code ofconduct, our compliance structure is based on rules relating tosocial compliance, competition and anti-trust law,

    Shares held by members of the Managing Board and the SupervisoryBoard on 31 October 2014

    The resulting notifiable shareholdings as at the reporting dateare shown below:


    The consolidated financial statements and the interim reports ofthe GERRY WEBER Group are prepared to the Interna-tional FinancialReporting Standards (IFRS) of the Interna-tional AccountingStandard Board (IASB) under considera-tion of the Interpretationsof the Financial Reporting Interpretations Committee (IFRIC), suchas they are applica-ble in the European Union. The annual financialstatements of GERRY WEBER International AG are prepared inaccord-ance with the German Commercial Code (HGB).

    PricewaterhouseCoopers AktiengesellschaftWirtschafts-prüfungsgesellschaft (PWC) was appointed auditor at theAnnual General Meeting. The Audit Committee had previ-ously ensuredthe independence of the auditor. The appointed auditor participatesin the Supervisory Board’s discussions of the consolidatedfinancial statements and the separate financial statements andreports on the key results of the audit. The auditor informs theSupervisory Board of all

    Managing BoardNumber of shares

    in unitShare of

    capital in %

    Gerhard Weber (indirect) 13,338,870 29.06

    Ralf Weber (direct and indirect) 1,119,195 2.44

    Supervisory BoardNumber of shares

    in unitShare of

    capital in %

    Udo Hardieck (direct and indirect) 7,994,845 17.42

    Charlotte Weber-Dresselhaus 77,006 0.17

    Klaus Lippert 200 0.00

    Olaf Dieckmann 28 0.00



  • Transparent communication

    Our press releases and capital market publications as well asannual and quarterly reports continuously inform about theperformance and current developments of the GERRY WEBER Group. Ouraim is to ensure maximum transparency at all times. This is why weprovide all stakeholders, i.e. all shareholders, customers,analysts, press representatives and the interested public, withequal and timely information about current business developments.Moreover, all information is simultaneously published in Englishand German. Upon pub-lication, all information is made available onour website where it can be accessed at any time. In addition, weregu-larly inform existing and future shareholders about ourbusi-ness model and performance at investor conferences and equityforums as well as in one-to-one talks. All event dates andpublication dates are published with sufficient lead time in ourfinancial calendar on our website. The financial cal-endar can alsobe found at the end of this Annual Report.

    Annual General Meeting and shareholders’ rights

    The shareholders of GERRY WEBER International AG exercise theirco-determination and control rights at the An-nual General Meeting,where the “one share, one vote” principle applies. This means thateach share carries one vote. The past Annual General Meeting, whichwas held on 4 June 2014, was attended by about 1,100 shareholdersand proxies. This corresponds to 72.8% of the company’s sharecapital. Our shareholders can exercise their voting rightspersonally or via an authorised representative of their own choiceor a designated proxy of the company.

    Before the Annual General Meeting, all shareholders re-ceive allrelevant information. Moreover, they can access the annual andquarterly reports in the “Investors” section at www.gerryweber.com.The invitation to the Annual Gen-eral Meeting lists all items onthe agenda and explains the conditions for participation.

    the avoidance of conflicts of interest, gifts and invitations,the capital market and communications as well as health, safety andthe environment.

    The Compliance unit is part of the Group Auditing Depart-mentand covers all material areas of the company. Reporting directly tothe CFO, the Chief Compliance Officer is instru-mental in ensuringthat the compliance programme is imple-mented in all areas of theGroup and that all employees and executives receive compliancetraining. The Chief Compli-ance Officer pools all requests from theLocal Compliance Officers, who are the persons to contact in theindividual departments with regard to compliance-related issues.More-over, the Chief Compliance Officer chairs the ComplianceCommittee. This committee aims to constantly improve the complianceprogramme and meets at regular intervals. In its capacity as asteering committee, it manages the com-pliance programme across theindividual departments and the company’s compliance-relatedactivities. In its capacity as an advisory committee, it assists inthe investigation of material violations of the compliance rulesand recommends suitable measures.

    A whistleblowing system accompanies the compliance pro-gramme.It encourages employees to openly express their concerns and tohighlight circumstances which indicate that laws or internalregulations have been violated.

    Moreover, an independent external ombudsman serves as the portof call for employees and external parties in the event ofjustified suspicions.

    Mutual esteem and respect are fundamental values whichcharacterise our life and actions as a company. We are committed tooffering equal opportunities. We respect hu-man rights and makesure they are complied with. We do not tolerate disrespectful,intimidating or offensive actions towards customers, businesspartners or employees. Our personal behaviour ensures that the nameof our company deserves trust and confidence at all times.


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  • Amount and structureIn line with the principles for thedetermination of the Man-aging Board compensation, the latterconsists of a non-per-formance-based (fixed) component andperformance-based (variable) components. The performance-basedcomponents include components with a multi-year assessment base. Inaddition, the members of the Managing Board receive cus-tomaryother benefits such as non-monetary compensation and / or insurancepremiums. There are no share-based Man-aging Board compensationcomponents.

    Fixed compensationThe non-performance-based fixed compensationis the con-tractually agreed basic compensation, which is paid inequal monthly instalments. In addition, the members of the ManagingBoard receive other benefits in the form of non-monetarycompensation in line with general market and company practice suchas the use of a company car as well as accident and liabilityinsurance. Where such non-mone-tary compensation is deemed toconstitute non-financial benefits for tax purposes, it is taxedaccordingly. The other benefits are recognised as fixedcompensation components.

    Performance-based compensation componentsUnder Managing Boardcontracts signed prior to 24 May 2011, the variable compensation isdependent on the Group’s result before taxes; under contractssigned after 24 May 2011, it is dependent on the followingcriteria:

    The performance-based, i.e. variable, compensation com-ponentsare primarily determined by the degree to which the objectives setby the Supervisory Board are achieved. The performance-based partof the compensation is divided into three components: the return onassets adjusted for one-time effects, which reflects the company’sperformance, the option of a performance-based bonus, which theSuper-visory Board may grant on the basis of the personalperfor-mance of each individual Managing Board member, and thepossibility to receive a special bonus based on extraor-dinaryperformance and / or exceptionally positive devel-opments in theGroup. The compensation system contains caps in the form ofpercentage limits but no capped amounts.


    The compensation report comprises a summary of the princi-plesfor the determination of the total compensation of the ManagingBoard members and the Supervisory Board of GERRY WEBERInternational AG. In this context, the individual compensationcomponents as well as the amount of the re-spective compensationreceived by individual members of the Managing Board and theSupervisory Board are explained. The compensation report forms partof the Group management report and, hence, of the audited financialstatements.

    Compensation of the Managing Board of GERRY WEBER InternationalAG

    Principles of the Managing Board compensationThe structure ofthe compensation of the Managing Board members of GERRY WEBERInternational AG is geared to sustainable development whichincreases the value of the company. It comprises both fixed andvariable components. The amount of the Managing Board compensationis based in particular on the economic situation, the performanceand the future prospects of the GERRY WEBER Group, de-terminedamong other things by the adjusted return on as-sets. It isfurthermore based on the personal achievements of the individualManaging Board members as well as the compensation of thehorizontal and vertical comparative environment, which isdetermined by the compensation structures of peer companies on theone hand and by the salaries of the senior management and therelevant work-force of the company on the other hand.



  • Under the contracts based on the new regulation, the vari-ablecompensation is capped as a general principle. One of theparameters is the adjusted return on assets of the GERRY WEBERGroup. The amount of the return on assets to be generated isdefined in advance on the basis of the company’s medium-termplanning. As the return on assets generated in one year’s time wasnot known at the time the variable compensation structure was fixed(the actual return on assets is determined only at the end of afiscal year), this variable compensation component has not beencapped, but the maximum degree of target achievement was fixed at150%.

    Regulations relating to the termination of Managing BoardcontractsIf Managing Board contracts are terminated prematurelywithout serious cause, compensation including other benefits iscontinued to be paid to the leaving Managing Board member for amaximum of two years (severance payment cap) and may not exceed thecompensation for the remain-ing term of the respective contract.This means that the regu-lations in the Managing Board contractscomply with the relevant recommendations of the German CorporateGov-ernance Code as amended on 24 June 2014.

    Managing Board compensation for the fiscal year 2013/14Againstthe background of the previously determined as-sessment base andthe achievement of individual objec-tives by the Managing Boardmembers and taking into account the economic performance andsituation of the GERRY WEBER Group, the total compensation of theMan-aging Board of GERRY WEBER International AG for the fiscal year2013/14 amounts to EUR 6.5 million (previous year: 5.7million).

    a) The variable compensation is calculated on the basis of thereturn on assets of the GERRY WEBER Group adjusted for one-timeeffects. The return on assets is weighted with an achievementfactor which reflects the degree to which objectives are achieved.The amount of the return on assets to be generated is determined inadvance by the Supervisory Board on the basis of the company’smedium- term planning.

    If more than 50% of the objectives are reached, each per-centagepoint over 50%, as well as fractions thereof, is multiplied by afactor of 0.02. The resulting factor is multi-plied by a previouslydefined amount in euros. The result is the first variablecompensation component. The maximum percentage for the variablecompensation is 150%, which means that the variable compensation iscapped.

    If the degree of achievement is 50% or less, the multi-plicationfactor is zero, which means that no variable compensation will bepaid.

    b) In addition to the variable compensation component based onthe company’s performance defined under a) above, the SupervisoryBoard may grant a perfor-mance-related bonus. This bonus isdependent on the personal performance of the individual ManagingBoard member. For this purpose, qualitative objectives are agreedwith the individual members of the Managing Board. If 100% of theobjectives are achieved, the bonus will be paid in full. If theManaging Board member ex-ceeds or falls short of the objectives,the Supervisory Board may increase or reduce the bonus by up to 50%of the fixed annual salary.

    c) In the event of outstanding achievements and / orextraor-dinary positive developments of the entire GERRY WEBERGroup, the Supervisory Board may grant a special bonus and / oradjust the personal performance-related bonus of individualManaging Board members in an appropriate manner.


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  • The compensation paid to the individual members of theSupervisory Board in the fiscal year 2013/14 is shown in the tablebelow. The figures in parentheses are the previous year’samounts.

    The table shows that the compensation of the Supervisory Boarddid not change compared to the previous year. The compensation forthe full Supervisory Board totalled KEUR 510.0. No member of theSupervisory Board received compensation or reimbursements fromGERRY WEBER Inter-national AG or its affiliated companies above andbeyond the amounts shown.

    KEURFixed com-pensation

    Dr. Ernst F, Schröder (Chairman)

    180 (180)

    Udo Hardieck (Vice Chairman)


    Charlotte Weber-Dresselhaus60


    Dr. Wolf-Albrecht Prautzsch60


    Olaf Dieckmann60


    Klaus Lippert60




    The table below shows the fixed and variable compensationreceived by the Managing Board members for the fiscal year 2013/14.Prior year figures are stated in parentheses.

    Compensation of the Supervisory Board of GERRY WEBERInternational AGThe compensation of the Supervisory Board isdetermined by the Annual General Meeting and is governed bysec-tion 23 of the statutes of GERRY WEBER International AG.Besides the reimbursement of necessary expenses, the com-pensationof the Supervisory Board exclusively consists of a fixed, i.e.non-performance-based, compensation compo-nent. Each SupervisoryBoard member receives an amount of KEUR 60.0 per full year served.The Chairman of the Supervisory Board receives three times thisamount, while the Vice Chairman receives 1.5 times this amount,which means that consideration is given to the chairmanship andvice-chairmanship of the Supervisory Board. The compen-sation ispaid after the Annual General Meeting for the past fiscal year. Ifand when new elections are held or a member resigns from theSupervisory Board, the compensation is paid on a pro rata temporisbasis.

    KEURFixed com-pensation

    Variable com-pensation Total

    GerhardtWeber (CEO till 31Oct.2014)




    Ralf Weber(since 1 Aug. 2013)




    Dr. David Frink 474(474)



    Doris Strätker (till 31 July 2013)

    0 (497)

    0 (225)

    0 (722)

    Arnd Buchardt (since 1 Aug. 2013)











    The past fiscal year 2013/14 saw the GERRY WEBER share performwell in line with the relevant indices. Delivering a strongperformance in the first eight months of the fiscal year, the GERRYWEBER share then followed the general market trend and lost towardsthe end of the fiscal year. In spite of this loss, the share gained5.1% in the reporting period, whereas the MDAX, in which the GERRYWEBER share is listed, gained only 0.8%.

    Having declined to EUR 28.76 in the first few weeks of thefiscal year 2013/14, the price of the GERRY WEBER share

    After a good start in November 2013, the DAX went on aroller-coaster ride throughout our reporting period (1 No-vember2013 to 31 October 2014). The ECB’s loose mon-etary policy,combined with ultralow interest rates, sent the index climbing toan all-time high of 10,051 points on 20 June 2014. Geopoliticalcrises in Ukraine, Iraq and Syria and the tensions between Russiaand the west tempo-rarily caused uncertainty in the capitalmarkets, sending share prices falling from mid-July 2014. After atemporary high of 9,891 points in September, the DAX slumped to9,326 points at the end of our fiscal year on 31 October 2014. Onbal-ance, the DAX gained about 3.5% during our fiscal year2013/14.


    While the first eight months of the fiscal year saw the shareprice rise sharply from EUR 30.49 on 1 November 2013 (Xetra closingprice) to its historic high of EUR 39.24 on 3 June 2014 (Xetraclosing price), the GERRY WEBER share declined in the remainingfour months of the reporting peri-od and ended the fiscal year atEUR 32.03 (Xetra closing price on 31 October 2014).

    Share price growth totalled 5.1% in the past fiscal year2013/14

    Dividend remains stable at EUR 0.75 per share


    Nov. Dec. Jan. Feb. May July Sep.Mar June Aug.Apr. Oct.





    High- and low share price

    GERRY WEBER International AG39.24


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  • of the real economic environment. Even though the GERRY WEBERGroup outperformed the market in the second half of the fiscalyear, it was unable to defy the general trend in the eyes ofinvestors. We will continue our growth strategy with determinationand see further growth potential in the expansion of the Retailsegment in Europe and in the on-going internationalisation of theGERRY WEBER, TAIFUN and SAMOON brands. In view of the challengesarising from increasingly unstable and atypical weather conditions,we have optimised our in-season management in order to respond moreeffectively and quickly to weather-related short-term changes incustomer demand.

    A trading volume of 94,533 shares on average or EUR 3.2 millionper day means that fewer GERRY WEBER shares than in the previousyear (2012/13: 112,044 shares or EUR 3.7 million per day) weretraded in the past fiscal year 2013/14. A total of 23.8 millionshares (previous year: 28.3 million) were traded at all Germanstock exchanges in the fiscal year 2013/14. A look at the priceperformance of the GERRY WEBER share over the past five years showsthat the price has climbed from EUR 10.81 to EUR 32.03.

    picked up notably to EUR 37.16 on 24 February 2014 due topositive news reported by the company towards the end of the firstquarter. In the following weeks, the price of the GERRY WEBER shareclimbed continuously to its historic high of EUR 39.24 on 3 June2014. The GERRY WEBER share was unable to isolate itself from thegeneral change of sentiment in the international equity markets and– just like the DAX and MDAX – dropped to the lowest level of thereporting period (EUR 28.65) in early October 2014. This downwardtrend in the final months of the fiscal year was acceleratedprimarily by the difficult situation in the fashion retail sector.The start of autumn was much too warm in Germany, making itdifficult to sell the winter apparel that had just arrived in thestores. As a result, sales revenues declined from the previousyear. Surveys by the “Textil-wirtschaft” trade magazine showedrevenues down by 9% in September and by 10% in October, painting anegative picture for the sector.

    While the performance of the GERRY WEBER share in the reportingperiod mirrors the general trend in the trading environment, italso provides an indication of the influence


    PRICE CHART OF 1 NOVEMBER 2013 TO 31 OKTOBER 2014 indexed

    Nov. Dec. Jan. Feb. May July Sep.Mar. June Aug.Apr.








    GERRY WEBER International AG




    As of the end of the past fiscal year 2013/14, 29.06% of theshares were indirectly attributable to Gerhard Weber, founder andthen CEO of GERRY WEBER International AG. 17.42% of the GERRY WEBERshares were attributable to Udo Hardieck, another company founderand Supervisory Board member. This means that 53.52% of the shareswere widely held as of the reporting date. In addition, AllianzGlobal Investors Europe held 3.12% of the company’s shares as of 31October 2014.

    72.82% (previous year: 69.5%) of the voting share capital ofGERRY WEBER International AG was represented at the ordinary AnnualGeneral Meeting on 4 June 2014 in Halle / Westphalia. The items onthe agenda were approved by a large majority of the 1,100 or soshareholders. One of the key items on the agenda was the electionof Gerhard Weber to the Supervisory Board. For details of theagenda items and the voting results, please refer to the“Investors“ section at www.gerryweber.com.


    Gerhard Weber29.06%

    Udo Hardieck17.42%

    Allianz Global Investors Europe 3.12%. included in Freefloat

    Free float53.52%

    This is equivalent to an increase of 196.3%. The DAX gainedabout 72.2% and the MDAX, in which the GERRY WEBER share is listed,picked up by 139.7% during the same period. In this context, itshould also be noted that GERRY WEBER International AG issued freeshares on a 1:1 basis in July 2011 and the share price was adjustedaccordingly.


    2013 / 14 2012 / 13 2011 / 12

    Net income of the financial year (in EUR million) 71.4 71.078.8

    Earnings per share (in EUR) 1.56 1.55 1.72

    dividends per share (in EUR) 0.75* 0.75 0.75

    Payout volume (in EUR million) 34.4 34.4 34.4

    Payout ratio (in %) 48.2* 48.5 43.7

    * Proposal to the next Annual General Meeting


    Interview with the Managing Board Report of the SupervisoryBoardCorporate Governance Report

    The GERRY WEBER ShareCorporate Social Responsibility Report



    We attach great importance to transparent communication as wellas direct and open dialogue with capital market participants. Weregularly inform our shareholders, analysts and all otherinterested parties about the latest developments in our company.Especially in difficult times and a challeng-ing environment, wepro-actively approach our national and international investors andseek to communicate with them directly. We use this opportunity toexplain to them the cir-cumstances and events that led to thecurrent business situ-ation but also to outline our medium tolong-term growth strategy. We are currently monitored and evaluatedby 19 analysts. Here, too, we attach great importance to reg-ularcontact and exchange.

    Apart from publishing annual and quarterly reports, pressreleases and presentations on the performance of the GERRY WEBERGroup, we regularly participate in conferences and roadshows. Thepast fiscal year saw us attend 10 national and internationalconferences. During a total of 11 road-show days, we outlined thecurrent and future development of the company and presented andexplained the strategy and the opportunities that will arise in thefuture.

    In addition, we use various shareholder events to inform ourretail shareholders of the current situation and to answer theirquestions directly. These face-to-face meetings are com-plementedby comprehensive information on our website at www.gerryweber.com.This includes not only financial re-ports, press releases andpresentations but also our financial calendar as well as allinformation relating to the Annual General Meeting. Our InvestorRelations Team is available to answer any further questions. Theircontact details can also be found on our website.

    WKN / ISIN 330410 / DE0003304101


    MDAX, DAXsector Consumer, DAX Subsector Clothes &Footwear;

    DAXPLUS Family 30

    Transparency levelsRegulated Market Frankfurt /

    Prime Standard

    Number of shares as of 31 October 2014 45,905,960

    Designated sponsorsODDO SEYDLER BANK AG,

    Deutsche Bank AG


    * Xetra closing price ** All German stock exchanges

    *** Proposal to the next Annual General Meeting

    High* (in EUR) 39.24

    Low* (in EUR) 28.65

    Closing price on 31 Oct. 2014 (in EUR) 32.03

    Share price performance in Fiscal Year 2013 / 14 (in %)+5.1%

    Market capitalisation as of 1 Nov. 2013 (in EUR million)1,399.7

    Market capitalisation as of 31 Oct. 2014 (in EUR million)1,470.4

    Average daily turnover in EUR** 3,217,022

    Average daily turnover in shares** 94,533

    Dividend per common share *** 0.75

    Earnings per share 1.56




  • training programme. Every year we train about 15–20 trainees /apprentices or participants in a dual study pro-gramme in thecommercial and technical departments of our company. In addition,we take on between five and ten university graduates for our twotrainee programmes.

    Besides their day-to-day work in practice and the vocationalschool courses, our apprentices and trainees directly benefit fromour internal qualification measures such as the numer-ous producttraining courses. This is also reflected in their final examresults. Over the past years, trainees and ap-prentices of theGERRY WEBER Group have regularly been among the best of theircourses at the local, federal state or even nationwide level. InNovember 2014, a young female colleague was awarded the ZiTex Awardby the Düssel-dorf-based “ZiTex – Textil & Mode in NRW”association for the excellent results achieved in her vocationaltraining as fashion sewer.

    We support our apprentices also after they have finished theirvocational training by hiring them and offering them furtherqualification measures within our company or assist-ing them withtheir potential university studies. A special feature of ourtraining programme is the possibility to apply for a stint abroadat one of our foreign branches or one of our sales locations. Thisgives the successful applicants the chance to get to know andunderstand our company even better and to broaden their ownhorizon.

    We have devised two trainee programmes – the Internation-alTechnical Trainee Programme and the Commercial Train-ee Programme –for graduates of clothing engineering studies and graduates ofbusiness management / economics


    Our employees being our most important asset, GERRY WEBERattaches great importance to dedicated, motivated and well educatedstaff. Some 5,440 (31 October 2014) people work for the success ofour company in Halle / West-phalia, our field offices, ourproduction facility in Romania and our stores across the globe. TheGERRY WEBER Group offers all staff members employment and furthertraining opportunities which are tailored to their specificrequire-ments. Our human resources development activities and ourexcellent training and further education programmes ensure that ouremployees are always well prepared for the tasks at hand. Apartfrom a wide range of training and further education measures, weaim to create a modern and, above all, family-friendly workingenvironment. With women rep-resenting over 90% of our workforce,the GERRY WEBER Group is committed to offering its staff a goodwork-life balance. Our in-house day nursery, “KIDS WORLD“,pro-vides child care options for approx. 90 children right on ourpremises in Halle / Westphalia.

    Vocational training and further education

    The GERRY WEBER Group offers all employees the possibility toidentify and advance their potential. The range of training optionsmade available by the “GERRY WEBER Academy” supports our employees– from trainees and apprentices to senior managers and executives –in all relevant respects.

    To cover our future demand for skilled and executive staff, werely on a systematic human resources development pro-gramme, whichis based on a job-oriented vocational


    As an internationally active enterprise, the GERRY WEBER Groupis well aware of its responsibility towards employees, society andthe environment. To GERRY WEBER, corporate social responsibilitymeans implementing sustainable business management and socialresponsibility on a day-to-day basis. We have committed ourselvesto attaining the objectives we have set ourselves with regard tosocial and environmental responsibility without ever losing sightof our goal to generate profitable growth.


    FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTSCOMPANYGROUP MANAGEMENT REPORT Interview with the Managing Board Report ofthe Supervisory BoardCorporate Governance Report

    The GERRY WEBER ShareCorporate Social Responsibility Report

  • studies, respectively. Depending on the target position, thetraining takes 12 to 18 months. During this time, the gradu-ateswork in four departments, which are individually agreed with themand prepare them for their future tasks. All participants in theprogrammes additionally benefit from the further education measuresaimed at improving their technical, methodological and managementskills in the context of the qualification and human resourcesdevelop-ment programme of GERRY WEBER International AG. Everytrainee receives assistance not only from the in-house HRdevelopment team but also from their own experienced mentor, who isa member of the management team or the Managing Board. This allowsthe participants to benefit from the experience of their mentorsand to understand the company more quickly.

    The technical training programme primarily takes place at theproduction offices in Shanghai or Istanbul and familiar-ises theparticipants with working in the respective country and the taskswaiting for them. Under the commercial train-ee programme, theparticipants also have the possibility to gain internationalexperience and do a stint abroad.

    The further education programme of the “GERRY WEBER Academy”comprises not only management training courses but also producttraining, language courses, IT courses and sales training.Individualised measures may additionally be agreed as required. Toimplement these training courses, we offer our employees a widerange of appropriately equipped rooms such as an “e-learning room”to name but one example.

    Family-oriented and inclusive corporate culture

    Besides vocational and further training, our corporate cul-tureis very much geared to promoting a good work-life balance. Thisprimarily includes flexible working hours and the in-house “KIDSWORLD” day nursery on the company’s premises

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