Braas Monier Building Group S.A. is the holding company of our Group, acting under the commercial name ‘Braas Monier’ or ‘Braas Monier Building Group’. Our business is primarily conducted by the relevant operating subsidiaries serving the local markets. The Company with its registered office at 4, rue Lou Hemmer, L-Senningerberg, is a public limited liability company (société anonyme) incorporated in, and organised under the law of, Luxembourg.

Direction and Supervision

Our Company’s governance regime is led by a one-tier board structure, consisting of a Board of Directors which must be composed of a minimum of three members and a maximum of ten members, to be appointed by the general meeting of shareholders of our Company for a maximum term of six years. The directorships are revocable without prior notice (ad nutum). As of 9 November 2016, the Board of Directors was composed of eight members. From an operating perspective, the Group is managed and supervised by our Group CEO (also a member of the Board of Directors) and our Group CFO (Management).

The corporate governance rules of the Company are based on Luxembourg laws, the Company’s Articles of Association and our internal regulations.

We have decided to follow, on a voluntary basis, to a certain extent, the German corporate governance rules. As a Luxembourg company with a single board structure, our corporate regime is in many respects different from the two-tier system of management board and supervisory board presupposed by the Germany corporate governance rules. Accordingly, we will only be able to follow the German corporate governance rules to the extent allowed by Luxembourg corporate law and to the extent they are applicable to a one-tier board structure.

We voluntarily intend to publish a Declaration of Compliance on an annual basis.

Declaration of Compliance

Responsible entrepreneurial conduct is indispensable in living up to the Group’s vision of realising the full potential of roofs. Lawful behaviour, mutual respect, integrity and reliability are the values which guide us in our daily work with each other and with our competitors. These values are an integral part of our corporate culture and the basis for our sustainable success and the excellent world-wide reputation of the Braas Monier Building Group.

Compliance is and will be a key priority for Braas Monier’s management – both on group level as well as locally. We have established a group-wide Compliance Management System that makes sure the general principles laid out in the Code of Conduct are adhered to across all markets we are active in.

Key topics covered in the Code include compliance with laws and ethical standards, relationships with business partners and third parties, avoidance of conflicts of interest, health and safety as well as information security and company assets. The Code of Conduct applies world-wide for all employees and all directors and officers of the Group. All employees at Braas Monier have a duty to comply with the Code, and management personnel has the duty to ensure that everyone under their supervision also does so.

Code of Conduct

Articles of Association of Braas Monier Building Group S.A.

Articles of Association