DGNB Corporate Governance

DGNB Corporate Governance

1 Preamble: DGNB activities

For organisations, charitable bodies and companies involved in the construction and real estate industry, sustainability is essentially a universal obligation to treat our natural environment – as well as economic, social and cultural values – with the respect they deserve, also for the generations to come. When it comes to buildings – the environment we build around ourselves – sustainability is an indispensable quality criterion, a factor that spans the entire life cycle of a building and every stage of the value chain. The aim should be to improve the sociocultural surroundings of humanity and the cities we construct. The German Sustainable Building Council (Deutsche Gesellschaft für Nachhalitges Bauen - DGNB e.V.) sees itself as a non-profit association with a goal of supporting sustainable construction and sustainable operation of the buildings around us. The DGNB is not driven primarily by economic goals, instead its aims are of a social nature. The organisation is funded and supported by its members and it interprets sustainability as an extension of our definition of democracy, part of an obligation to future generations. In this regard, the people who manage the DGNB feel a particular obligation towards the council's members. As a result, management voluntarily follows 'principles of proper and fair company management' (corporate governance) not only on behalf of the DGNB, but also of any current or future enterprises affiliated with the DGNB in legal terms. This voluntary commitment states that corporate governance shall apply to the overall system (structures and processes) applicable to managing and overseeing the DGNB, as well as any legally affiliated companies (hereafter both "the DGNB"), its business administration principles and guidelines, and any systems governing internal and external control and monitoring mechanisms. Proper and transparent corporate governance should be safeguarded in a responsible manner by DGNB management and its control mechanisms, focusing on adding value. This is independent of the legal form of the organisation, whether it is the council (a registered German charity, or e.V.) or a limited liability company (GmbH). Professional governance should also instil trust in management and the DGNB's control mechanisms – among members, employees, business partners and the general public. The DGNB also offers its members a legally sound platform for exchanging views and discussing experiences in keeping with competition law. The aim of DGNB meetings and committees is not to address issues relating to competition law, nor to use the opportunity to make agreements or facilitate decisions in contravention of competition law. The DGNB will not tolerate actions or behaviour that contravene competition law. In its position as a sustainable organisation, the DGNB helps to encourage a stronger focus on the principles of sustainability both inside and outside the construction and real estate industry. Its actions should be shaped by professionalism, transparency and fairness with respect to members, business partners, employees and the general public.

2 Implementation

The aim of the DGNB is to plan, design, operate and use the environment we build around ourselves for the good of all, and in so doing, to ensure that the interests of generations to come are not affected detrimentally. As far as possible, this should also be achieved without perceivable detriment to the interests of today's generation. The DGNB, which in a wider respect is an active member of the construction and real estate industry, works in the interests of its member and mandate providers and thus has an obligation to its aim of preserving the council's assets and any corporate value.

The DGNB e.V.
The DGNB is fundamentally a non-profit organisation and thus independent of political parties and government. It campaigns and stands up for its members in areas relating to sustainability. The non-profit council is a central pillar of the DGNB. The limited liability company DGNB GmbH, which operates as a wholly owned subsidiary, was founded for liability reasons following advice from experts. Basically this was in order to protect the assets of the council and offer a professional platform for issuing accreditation as a certification authority. The values, principles and central ideas of the council thus also apply without restriction to DGNB GmbH.

Members and general assembly
Rights are issued to the members within the possibilities and context of the council bylaws and these can be exercised at the general assembly, where they also have the right to vote. The general assembly defines the council bylaws, the purpose of enterprise and any changes to the council bylaws. All members have the right to participate in the general assembly, express their opinion regarding agenda items and submit relevant questions and requests.

Board of Directors and management board
The DGNB has adopted a dual management system consisting of a Board of Directors and a management board. The Board of Directors is elected by the general assembly. Its role is to represent members. In so doing, the Board of Directors has a particular duty to manage consultation, controlling and management tasks. The Board of Directors appoints, oversees and advises the management board and is directly involved in decisions with a fundamental impact on the council. The management board defines the strategic direction of the council with the Board of Directors; at regular intervals they also review the status of strategy implementation together. The management board is responsible for the business administration of the DGNB.

Voluntary work
Support from the members (working in an honorary capacity) is essential for the activities of the council. The professional work carried out by the supervisory and advisory committees and groups, which are run by the members, are central to raising the standard of decision-making in all areas of involvement. The committees are appointed accordingly and kept informed by the board of directors and managing board, who provide clear, transparent and comprehensive information.

The management of the council and the limited liability company (GmbH) possess the required aptitudes and sufficient experience. They ensure that senior managers, junior managers and other experts in the organisation receive training. The management board and board of directors ensure that management positions at the DGNB sufficiently reflect diversity, paying particular attention to equal opportunities for women. In selecting, developing, training and managing employees, we are bound by the principles of sustainability. We provide employee training in the field of sustainability in order to equip staff with the necessary skills to advise our members and customers. The DGNB also offers employees a working environment with an emphasis on sustainability. This applies in particular to the location, the environmental features of our building, the immediate infrastructure on the premises and the socio-economic focus of the DGNB. The DGNB actively involves its members and employees in sustainability programmes with the aim of inspiring them.

Checking the annual accounts is extremely important for the protection of DGNB members and engendering trust. The auditor of accounts is selected strictly according to criteria of independence and professional qualification.

The business model of the DGNB, the organisation with its internal functions, plus any possible shareholding relationships of affiliated companies (GmbHs) are made clear to DGNB members and the general public on the DGNB website, including an organisation chart with explanations. Changes are communicated as soon as possible.
Whenever information needs to be shared, the DGNB treats all members equally. Members are informed without delay of any new developments, before sharing information with third parties. Then further information is made available. The DGNB keeps its members, politicians and the general public informed by providing objective, clear and comprehensive information that is also matched to the format and language, using suitable media channels. The DGNB should publish details of its goals, measures, activities and any progress made, primarily by issuing annual bulletins (sustainability reports) or business updates. In doing so, the focus lies in providing verifiable facts, working on the basis of industry standards, which it is also actively involved in disseminating.

The principles of sustainability are an integral aspect of the value systems, strategies and structures of the DGNB. The goals of the DGNB are based on long-term thinking with respect to sustainable activities and business enterprise. The products and services of the DGNB, such as its evaluation and certification system, or its approach to selecting business partners, are developed based on the principles of sustainability. When conducting its activities, the DGNB does everything possible to save resources and it always strives to deliver services with a zero carbon footprint. Its aim in doing this is to exceed statutory minimum requirements and deliver continuous improvement, thus acting as a role model.

The DGNB has laid down a variety of rules (such as its council bylaws and guiding principles) as a basis for implementing its principles of corporate governance. Central to this is the introduction and development of an internal monitoring system and risk control mechanisms.

Conflicts of interest – between employees, members of the management, supervisory and advisory committees on the one hand, and the council and its legally affiliated companies on the other – should be avoided or discussed openly, subject to suitable guidelines. For example, matters can be referred to one of the committees. All manner of fraudulent activity is strictly forbidden at the DGNB (zero tolerance) and this applies to all areas that involve the DGNB itself, its specialists, its managers or its employees. The interests of the DGNB take priority over the personal or business interests of its members and employees (conflicts of interest). In the event of a conflict of interest, employees and members involved in the work of the DGNB and/or its committees agree to disclose any such conflicts to others. In the event of an ongoing conflict between a voluntary member and their personal/business interests, any voluntary involvement in committee work must be terminated. Acting as a member of the association's board of directors and functioning in a supervisory role precludes any involvement in the day-to-day operational activities of the DGNB. Similarly, entering into a management role for the council or any of its legally affiliated companies precludes membership of the board of directors. The aim of these rules is to allow individual members of the board of directors to be made directly accessible to certain committees and/or functional units of the DGNB (advisory committees, groups, board, etc) in order to act as a contact person. In keeping with this, the idea is to allow members to take part in meetings, but they should not assume leadership within this capacity. This is to avoid any conflicts of interest between their role as an influencer within the association and their monitoring function. If required, the board of directors may at their discretion appoint a representative to take part in meetings, especially for committees with a focus on policy, international issues and guidance, such as the Technical Committee, the Legal Committee and the advisory committees. The role of such delegates is to facilitate and safeguard communication regarding the topics dealt with at meetings and to keep the board of directors and the association informed, if necessary coordinating issues and tasks. Voluntary management roles (chair/deputy) performed by any member of a DGNB committee preclude any involvement in long-term management roles for other voluntary committees.

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