Governance

ESG governance structure

The Commerz Real Group’s sustainability governance is clearly structured and anchored at the top management level.  

The Sustainability Board is the Group-wide, top committee that deals with all strategically relevant sustainability topics. The Chairman of the Sustainability Board is the Chairman of the Management Board of Commerz Real AG. Members are representatives of the Board of Management, managing directors of the major subsidiaries and, on an ad hoc basis, division managers from related areas. The Board advises on the strategic direction of the sustainability strategy, prioritises key ESG objectives and measures, deals with material sustainability risks and opportunities, and deals with relevant regulatory requirements. It also forms the central escalation and recommendation body for Group-wide sustainability topics.  

Operational preparation, coordination and reporting is handled by Group Strategy & Sustainability - Sustainability Management. Progress in the implementation of the sustainability strategy and relevant key figures are regularly reported to the Sustainability Board. Recommendations of the Sustainability Board are implemented in the respective business units; where required by regulatory law, a final decision is made in the relevant management or Board of Management formats.

The Sustainability Board meets twice a year and ensures consistent, effective and scalable ESG governance across all business areas through fixed reporting and decision-making processes. ¹

Variable Pay ESG Linkage

Sustainability is a central component of our remuneration system, which is designed according to the model applicable there as part of our affiliation with Commerzbank AG. The variable remuneration of the executive management, all managers and employees includes not only financial performance indicators but also material, measurable ESG objectives, which are reviewed annually.

ESG criteria as part of the bonus factor

The bonus is governed by a qualitative factor that applies uniformly to executives and employees and is between 0.7 and 1.3. 25% of this factor is made up of sustainability goals.

Measurable sustainability targets (25%)

Among the goals are progress in CO₂ reduction:

• Reduction of the CO₂ intensities of the eight SBTi sector portfolios in accordance with the SBTi commitment of Commerzbank AG
• Reduction of own operational CO2 emissions (Scope 1, 2 and selected Scope 3 emissions)
• Target achievement is measured on the basis of clearly defined target curves (0-200% target achievement).

Involvement at Board of Management level

• The qualitative criteria are generally based on the Management Board objectives of Commerzbank AG and are decided on annually by the entire Management Board.

Compensation Effectiveness

• The achievement of ESG objectives directly determines the bonus multiplier and thus has a direct impact on the variable remuneration of executive management. 

Political Communication & Public Policy Engagement

Transparent. Responsibility. Compliant.

As a Commerzbank Group company and active asset manager with social responsibility, Commerz Real engages in the political sphere exclusively on the basis of clearly defined ethical, regulatory and organisational guidelines. The basis for this is our Policy on Political Communication, supplemented by the specifications of Commerzbank Public Affairs and relevant legal frameworks.

1. Principles of our representation of political interests

Our political activities follow the principles:

• Transparency in all contacts with political actors
• Integrity and fairness in accordance with the Code of Conduct
• Uniform position ("OneVoicePolicy")
• Disclosure of interests and avoidance of misleading information
• No unfair influence, procurement or use of unfair information
• No gifts or benefits to public officials or political actors (exceptions only with Board approval in accordance with the Anti-Bribery and Corruption Policy)

2. Political neutrality & handling of personal political mandates

Commerz Real is politically neutral. 

Employees who hold private political mandates act exclusively under their own responsibility and not on behalf of Commerz Real. You must clarify this in external communication. 

3. Transparency: Lobby registers and legal frameworks

Commerz Real AG is listed in the German Lobbying Register. There, the following can be viewed externally for all CR Group lobbying activities:

• Description of the lobbying activity
• Areas of interest and project areas
• Specific regulation projects
• Memberships
• Financial expenses for lobbying activities

The entries include all legally required information:
authorised representatives, financial expenses, areas of activity, memberships.

Commerz Real accepts the registry’s code of conduct for representation of interests: Openness, transparency, honesty, integrity.

4. Scope & target groups

The aforementioned requirements apply worldwide to all employees who come into professional contact with political actors. 

Special requirements apply to:

• Employees with political contacts
• Employees with a political honorary or head office
• CR stakeholders in associations, networks, committees, initiatives

5. Levels of representation of political interests

5.1 Associations, initiatives & networks

Commerz Real is involved in national and international industry-relevant associations, including:

• BAI German Alternative Investments Association e.V.
• BDL Federal Association of German Leasing Companies
• Federal Impact Investment Initiative
• German Wind Energy Association
• BVI Federal Investment and Asset Management Association e.V.
• DGNB German Society for Sustainable Building
• DVP German Association for Project Management in the Construction and Real Estate Industry e.V.
• German Shopping Council
• PRI Association
• ZIA Central Real Estate Committee e.V.

This commitment serves to ensure transparent exchange with political actors and to provide technical perspectives.

5.2 External events & discussion formats

Representatives of Commerz Real - including the Management Board - regularly participate in public and non-public formats.

The following applies to each entry: 

• Mandatory review by Communications (scoring according to quality, topic reference, range)
• Compliance with the Anti-Bribery and Corruption Policy
• Annual re-evaluation of recurring formats

5.3 Exchange of information with politics & society

Commerz Real representatives must:

• be identifiable at all times (name, role, function)
• Declare business interests openly
• only provide complete, true and up-to-date information
• Coordinate content with Communications if it appears publicly (press, panels, media, social media)

Only registered interested parties may engage in political contact within the meaning of the Lobbying Register Act.

6. Political Donations & Sponsorship

6.1 Political Donations

Commerz Real does not make any donations to parties or political organisations, unless the Board of Management expressly approves this (on an individual basis). 
Membership contributions are not considered donations and are documented and monitored centrally.

6.2 Sponsorship

Sponsorship in a political context is subject to strict rules: 

• No political sponsorship for party policy purposes
• Admissibility depends on Sponsorship Policy & Compliance requirements
• Review by Finance and Global Communications & Market Technology

7. Governance, roles & responsibilities

• Global Communications & Market Technology has overall responsibility for political communication, governance, transparency and register maintenance
• Close coordination with Compliance for politically exposed persons (PEPs)
• Annual review of the policy
• Centrally recorded list of all politically relevant bodies
• Documentation of Board of Management activities with political relevance

8. Controls & Reporting

• Annual committee list of all politically relevant functions
• Central registration of political affiliations
• Advance scoring of events
• Compliance with anti-bribery requirements for invitations
• Regular reporting to the Board of Management

9. Our attitude & aspiration

Commerz Real is committed to responsible influence in the political sphere, which is characterised by:

• democratic legitimacy
• Transparency and integrity
• Respect for public offices
• Functionality instead of party policy orientation
• fair exchange of information in the interests of the public

This complies with the requirements of the German Council for Public Relations (DRPR) as well as the principles of the Banking Association for political lobbying.

Responsible sales practices

Customer orientation, transparency and fairness are the guiding principles of our sales organisation.

Commerz Real ensures that all sales and advisory practices comply with the highest regulatory, ethical and professional standards.

1. Customer interest first

All services are provided with the necessary expertise, care and diligence. The interests of our customers always come first. Commerz Real’s remuneration systems do not set sales targets or volume-dependent incentives that could lead to misconduct or inappropriate sales actions. Remuneration must not tempt employees to put their personal or company-related interests above the interests of customers.

2. Clear, fair and understandable customer information

Our customer information is fair, clear and not misleading. Opportunities and risks are always presented equally. 

3. Strict requirements for marketing and advertising

• Unique identification of all advertising materials
• No over-optimistic statements or “safe returns”
• No presentation of benefits without equivalent presentation of risks

• MiFID/ESMA-compliant design of all content

   

4. No cold calling

Unsolicited telephone advertising without prior consent is strictly prohibited.

5. Avoidance of false incentives in sales

Our compensation systems do not create incentives that could lead customers to make suboptimal decisions. Staggered commissions are generally not agreed. Commerz Real grants or receives sales commissions exclusively within the framework of the applicable regulatory requirements. Benefits are disclosed to customers in advance, must serve to improve quality and must not affect the obligation to act in the best interests of investors. All benefits are fully documented in the CRM system.

6. Actively managing conflicts of interest

We identify, avoid and manage conflicts of interest through clear organisational, technical and procedural measures.

7. Ethical criteria in variable remuneration

Variable remuneration takes into account not only quantitative results, but also qualitative factors such as customer satisfaction, culture of integrity and sustainability. This ensures that ethical conduct, compliance and customer-oriented actions are bonus-relevant and avoids inappropriate sales incentives.

8. Responsible Dealing with Sales Partners

We carefully select distributors and ensure that they comply with our standards and do not use misleading materials.

9. Independent complaint management

Commerz Real has effective, transparent and independent procedures for handling customer complaints. Complaints are reviewed promptly, appropriately and fairly and are processed exclusively by employees who were not involved in the underlying business.

All complaints are systematically documented, evaluated and recorded in central statistics in order to identify potential needs for improvement at an early stage.

Depending on the product area, specialised units are available to ensure expert and structured processing. In addition, consumers have the option of calling the BVI’s ombudsman office as an alternative dispute resolution office.

10. Training & Compliance Controls

Employees are supported by suitable qualification measures. All customer-relevant materials are checked by Compliance before publication. These mechanisms ensure ongoing monitoring of distribution practices.

Responsible marketing

Commerz Real is committed to responsible, transparent and customer-oriented marketing. All marketing and customer information must be fair, clear and not misleading and must represent equal and balanced opportunities and risks.  

All price components - including commissions, fees and charges - are clearly, accurately and fully disclosed so that no hidden costs are incurred.  

Risks are presented transparently and in the same level of detail as benefits, without being mitigated or shifted to areas that are difficult to find.  

We expressly refrain from using “small print”: Important information, particularly risks, must appear in the same font size and clarity as all other information and must not be hidden in footnotes or reduced text.  

The BVI Code of Conduct, which is complied with by our asset management companies, reinforces this claim through its requirements for clear, comprehensible and comprehensive investor information.