Annual Report 2019
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ENGLISH TRANSLATION Annual Report 2019 Table of Contents To our Shareholders Report of the Supervisory Board ......................................................................................................... 3 Group Management Report Group findamentals ............................................................................................................................... 8 Economic report..................................................................................................................................... 9 Key features of the accounting related internal control an risk management system ................... 18 Declaration on corporate management .............................................................................................. 26 Events after the balance sheet date .................................................................................................... 26 Group Financial statement Independent auditor’s report ............................................................................................................. 28 Consolidated Statements of financial position................................................................................... 34 Consolidated Statements of Operations and comprehensive income (Loss) ................................... 35 Consolidated Statements of changes in Equitiy ................................................................................ 36 Consolidated Statements of Cash-flows ............................................................................................. 37 Notes to the Consolidated Financial Statements ............................................................................... 38 Report of the Supervisory Board Dear Shareholders, 2019 was a momentous year for Jumia Technologies AG (“Jumia” or the “Company”) as the company completed its initial public offering on the New York Stock Exchange in April 2019. Since that time, the Company has remained focused on its mission to improve the quality of everyday life in Africa by leveraging technology to deliver innovative, convenient and affordable online services to consumers, while helping businesses grow as they use our platform to reach and serve consumers. Below, we would like to inform you about the work of the supervisory board and its committees in fiscal year 2019 to support Jumia in its mission: Cooperation between Supervisory Board and Management Board In the financial year 2019, the supervisory board of Jumia has cooperated with the management board on a basis of trust. The main focus was on the financial position of Jumia against the background of the initial public offering and the economic environment, the medium-term corporate planning and the strategic development of the group, the investigation into the sales practices completed in early 2020 and remediation planning following the completion of the investigation, the coordination and monitoring of the company’s system of internal controls and the lawsuits filed against the company in the United States. The supervisory board has on a regular basis supervised, and accompanied in an advisory capacity, the work of the management board in compliance with the laws, the company’s articles of association and the German Corporate Governance Code [Deutscher Corporate Governance Kodex]. The management board has on a regular basis informed the supervisory board promptly and comprehensively, in writing and orally, about the state of Jumia and discussed with it in detail the development of the business and decisions. The management board has fully complied with its duties to inform the supervisory board. Monitoring of the management board’s management activities and other main areas of activity of the supervisory board The supervisory board has ensured that legal regulations, the articles of association and the rules of procedure of both the supervisory board and the management board have been complied with. It has taken the decisions required by any law and the articles of association. Where a business transaction required the approval of the supervisory board, it has discussed it thoroughly with the management board before adopting a resolution. The cooperation between the supervisory board and the management board always was constructive and target-oriented. As part of its supervisory functions, the supervisory board dealt with the following focal topics, among others: Business development during the year Individual and consolidated annual financial statements for the financial year 2019 Audit planning and reporting of the internal accounting control system, in particular compliance with the provisions of the Sarbanes-Oxley Act of 2002 Strategic considerations regarding communication and course of action in lawsuits of the company in the United States 3 Internal investigation into certain sales practices and remediation planning following the completion of the investigation Assessment and adjustment of the remuneration components of the management board Budget planning of the Jumia group for the financial year 2020 Declaration of compliance with the German Corporate Governance Code Changes to the supervisory board The supervisory board of Jumia Technologies AG had eight (8) members as of 31 December 2019. In the year under report, the structure of the supervisory board was changed and a new member was elected. On 7 March 2019, the general meeting adopted a resolution to increase the number of the supervisory board members from seven (7) to eight (8) and elected Angela Kaya Mwanza to the supervisory board. At the time of this report, one supervisory board member has resigned from the supervisory board. Alioune Ndiaye resigned from the supervisory board on 24 February 2020. Composition of the supervisory board and the committees All members of the supervisory board are elected by the general meeting to be representatives of the shareholders. The supervisory board is not subject to the German Co-determination Act [Gesetz über die Mitbestimmung der Arbeitnehmer]. In the financial year 2019, the supervisory board had four committees: Audit committee Remuneration committee Executive and nominations committee IPO committee (dissolved in April 2019) Meetings of the supervisory board In 2019, the supervisory board held four ordinary supervisory board meetings to exercise its functions. Five (5) of seven (7) supervisory board members were represented in the meeting held on 28 February, six (6) of eight (8) in the meeting held on 18 June and seven (7) of eight (8) in each of the meetings held on 10 September and 10 December. In the year under report, the supervisory board primarily dealt with the development of the business and the general financial and strategic position of the company, the internal investigation into certain sales practices and remediation planning following the completion of the investigation, the planning and definition of the budget targets for the year 2020 and the reports of the committees. The management board also informed the supervisory board in detail about the development of the business and financial situation, the risk situation, the market and competitive situation and the human resources situation. The reports of the management board complied with the legal requirements, the principles of good corporate governance and the requirements defined by the supervisory board. Activities of the supervisory board committees The supervisory board has appointed four committees, one of which dissolved following the Company’s initial public offering. The remuneration committee deals with the contracts of employment and personnel matters of the management board. The meetings were attended by all committee members in the course of the financial year. The committee convened seven (7) times during the year. Among 4 other things, it dealt with the structure of the management board’s remuneration. As regards this, particular attention is given to compliance with the requirements of the German Corporate Governance Code. The audit committee in particular deals with questions regarding the accounting process, risk management and audit planning, communication with the internal audit department, the investigation into certain sales practices and remediation planning following the completion of the investigation, and the lawsuits in the United States. The committee convened eleven (11) times during the year, one meeting serving to prepare the approval of the annual financial statements and the approval of the consolidated annual financial statements. With one exception, the meetings were attended by all committee members. The corporate governance and nominations committee controls compliance with the rules of the German Corporate Governance Code, nominates members of the management board and proposes members for election to the supervisory board. At the recommendation of the corporate governance and nominations committee, the supervisory board issued the declaration of compliance in accordance with Section 161 AktG [German Stock Corporation Act] on 26 December 2019. The company complies with most of the recommendations of the Code. The few deviations are also explained in the corporate governance report that has been published in connection with the corporate governance declaration on the website www. investor.jumia.com/Corporate_Governance. The IPO committee existed until completion of the initial public offering in April 2019 and in particular dealt with the examination and approval of all