Jumia(JMIA)2025-03-07 21:06Supervisory Board Structure and Responsibilities - The supervisory board currently consists of five members, with a requirement for at least 40.0% female representation by December 31, 2024[601]. - The company must obtain supervisory board approval for material modifications to its business fields, including entering new fields of business[602]. - The supervisory board is responsible for monitoring the management board and must receive regular reports on current operations and future planning[590]. - The supervisory board has established a requirement for a quorum of at least half of its members to be present for voting[600]. - The supervisory board has the authority to initiate or terminate court cases involving amounts greater than €1.0 million[608]. - The company is subject to German legislation on stock corporations, specifically the German Stock Corporation Act[585]. - The supervisory board members are entitled to reimbursement of reasonable out-of-pocket expenses incurred in the performance of their duties[624]. - The company does not pay fees for attendance at supervisory board or committee meetings[624]. Management Board Composition and Compensation - The management board consists of two members, Francis Dufay (CEO) and Antoine Maillet-Mezeray (Executive Vice President, Finance & Operations), with terms ending on November 4, 2025[616]. - The supervisory board compensation system includes $125,000 per annum for ordinary members and $250,000 for the chairperson, with additional compensation for committee chairs[624]. - The chairperson of the audit committee receives an additional $90,000 per annum, while other audit committee members receive $75,000[624]. - The company reported a total compensation of $268,000 for Jonathan D. Klein, the chairperson, in 2024, reflecting a 93% increase from the previous year[625]. - Blaise Judja-Sato and Angela Kaya Mwanza received total compensations of $243,000 and $188,000 respectively in 2024, with increases of 52% and 67% from 2023[625]. - The target compensation for CEO Francis Dufay in 2024 is $1,094,000, which represents a 8.6% increase from $1,007,000 in 2023[633]. - The total target compensation for EVP Finance and Operations Antoine Maillet-Mezeray in 2024 is $1,093,000, up from $1,014,000 in 2023, indicating a 7.8% increase[633]. - The fixed compensation for Francis Dufay includes a base salary of $473,000, which is 43% of his total target compensation for 2024[633]. - The variable compensation for both management board members consists of short-term incentives of $279,000 and long-term incentives of $342,000 each[633]. - The management board members are required to acquire shares worth 100% of their annual gross base salary and hold them until the end of their appointment[646]. - The maximum compensation for each management board member is capped at €15 million per fiscal year[630]. - The company has implemented malus and clawback provisions in the service agreements, allowing for reduction or reclamation of compensation under certain conditions[644]. - No malus or clawback provisions were applied in fiscal year 2024[645]. - The total fixed compensation for Francis Dufay in 2024 is $473,000, which is 62% of his total compensation awarded[636]. - The total variable compensation awarded to Antoine Maillet-Mezeray in 2024 is $285,000, which is 38% of his total compensation awarded[636]. Employee Statistics and Compensation - As of December 31, 2024, the company employed a total of 2,163 employees, a decrease from 4,318 employees in 2022[677]. - The average remuneration per employee in 2024 increased to €19.7 thousand ($21.3 thousand) from €15.0 thousand ($16.2 thousand) in 2023[679]. - As of December 31, 2024, 52.9% of the workforce consisted of marketplace operations and management employees, followed by logistics employees at 40.4%[678]. - The company’s employee distribution by geography shows a significant decline in West Africa from 1,686 in 2022 to 892 in 2024[678]. - The company’s employee count in North Africa decreased from 1,498 in 2022 to 645 in 2024[678]. - The company’s employee count in East and South Africa decreased from 622 in 2022 to 320 in 2024[678]. - The company’s employee count in other regions decreased from 512 in 2022 to 306 in 2024[678]. Shareholding and Ownership - The company’s shareholding requirements were exceeded by Mr. Maillet-Mezeray and Mr. Dufay as of February 1, 2025[647]. - The company’s audit committee includes at least three members, with Anne Eriksson serving as the audit committee financial expert[668]. - Baillie Gifford & Co. holds 18,131,782 shares, representing 7.4% of the outstanding ordinary shares as of February 1, 2025[686]. - Pernod Ricard Deutschland GmbH owns 15,393,840 shares, accounting for 6.3% of the total shares[686]. - The total number of ADRs outstanding is 116,037,240, with underlying ordinary shares representing 94.8% of the total[687]. - Total beneficial ownership by all members of the supervisory and management boards is 1,079,532 shares, or 0.4% of the total[686]. Management Compensation Projections - Key management compensation for 2023 is projected at USD 5.3 million, increasing to USD 5.6 million in 2024[690]. - Short-term employee benefits for key management are expected to rise from USD 3.3 million in 2023 to USD 3.5 million in 2024[690]. - Share-based compensation for key management is anticipated to increase from USD 1.9 million in 2023 to USD 2.1 million in 2024[690]. Corporate Governance - The company does not have any arrangements that may result in a change of control[687]. - All shareholders have equal voting rights, with no different classes of shares[687]. - The company cannot determine the identity of its shareholders due to the bearer form of ordinary shares[687]. - The company issued its most recent annual compliance declaration on December 18, 2024, following its listing on the New York Stock Exchange in April 2019[674].