The corporate governance declaration pursuant to § 315d and § 289f of the German Commercial Code (HGB) includes the declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG), relevant disclosures on corporate governance practices, a description of the working methods of the Management Board and Supervisory Board, as well as targets for its composition and the status of target achievement. Furthermore, information is provided on the Annual General Meeting, compensation of board members and their shareholdings, and directors' dealings. In addition, targets relating to the proportion of women and compliance with them, information on succession planning in the Management Board, and the Supervisory Board's self-assessment are described in this document.

The compensation report for the 2022 financial year, the auditor's report pursuant to section 162 of the German Stock Corporation Act (AktG), the applicable compensation system pursuant to section 87a (1) and (2) sentence 1 of the German Stock Corporation Act (AktG) and the latest compensation resolution pursuant to section 113 (3) of the German Stock Corporation Act (AktG) can be found on after publication the following website:

Declaration of Conformity

The Declaration of Conformity with the German Corporate Governance Code can be found on the following website:

Information on corporate governance practices

As the Group's parent company, OHB SE performs the function of an active holding company for the OHB Group. Its operating business is primarily conducted by domestic and foreign subsidiaries and participations. Compliance with corporate governance requirements is ensured by means of Group directives, internal corporate guidelines and rules contained in the bylaws and business instructions of the subsidiaries and participations. The major operating subsidiaries also have their own supervisory or advisory board which monitors and advises the respective management.
The Code of Conduct is our basis for good corporate governance. It contains minimum standards which are binding for all employees and every executive body of the OHB Group worldwide. Ten principles have been formulated in more concrete terms:

  • We are aware of the prerequisites for long-term and sustainable corporate success.
  • We comply with applicable law at local, national and international level.
  • We ensure responsible corporate governance.
  • We encourage our employees to raise issues openly and without fear of reprisal. Employees who, in good faith, raise concerns about matters within the company must not suffer any disadvantages as a result.
  • We treat each other with respect and trust. We provide a working environment that is free of discrimination.
  • We promote the qualifications and competence as well as the commitment and performance of all employees.
  • Every person has the right to express his or her opinion on matters concerning the company.
  • We disclose potential or actual conflicts of interest and resolve them as quickly as possible.
  • We handle company property or other company assets responsibly.
  • We observe national and international rules for the import and export of goods and services.

Further principles relate to dealings with business partners and third parties, the handling of information and the treatment of people and the environment.
In addition, there are further external and internal requirements that form the basic structure for responsible, transparent corporate management geared to creating value. These include in particular statutory requirements, the recommendations of the German Corporate Governance Code, the bylaws of the Supervisory Board and the Board of Management, as well as guidelines and values.
In addition, OHB SE is managed in accordance with sustainability and diversity principles.

Sustainability approach

OHB is committed to making a contribution to sustainable economic development. We are aware of our corporate responsibility and wish to preserve the basis of life and the opportunities for future generations. In doing so, we use space to find answers to the complex questions of our time.
In organizational terms, sustainability management is assigned to OHB SE's Management Board. In this way, OHB is underscoring the strategic importance of sustainability for its corporate identity and managing its practical implementation from the highest level.
The guiding principle of sustainability, which is underpinned by integrated sustainability management, forms an integral part of the corporate strategy and summarizes the principles of OHB's corporate responsibility which are in line with the requirement of sustainable business:

  • We think in an integrated and forward-looking manner, taking account of ethical, social and ecological issues.
  • We are actively working to make our Company and our products more sustainable.
  • We respect the uniqueness of space and are committed to sustainability in space as well.
  • We use our knowledge from space to develop sustainability solutions and thus enable the sustainability of others.

More information can be found in the latest sustainability report:

Diversity Principles

The Management Board and Supervisory Board are expressly committed to diversity throughout the OHB Group. Accordingly, diversity means:

  • Appreciation and respect for the uniqueness of each individual with his or her particular skills and talents,
  • Equality of opportunity and fairness at all levels,
  • Avoidance of any form of discrimination, and
  • Conviction that diversity promotes creativity and innovation. Thus, it represents both an enrichment of the corporate culture and a success factor for achieving strategic goals.

In today's society, which is strongly influenced by demographic change, the OHB Group regards diversity as an indispensable pillar of our corporate culture. For this reason, we want to value and foster the individual skills, abilities and talents of our employees. After all, it is in the diversity of our workforce that we have the potential to become better and better. We see diversity as an asset for the company, for all employees and for society. It is the bond that strengthens our ties to our employees, motivates us as a team, and reinforces our cohesion.

Working methods of the Management Board and Supervisory Board

Management Board

The Management Board shall manage the Company on its own responsibility.
The members of the Management Board shall conduct the business of the Company in accordance with the law, the Articles of Association, the Rules of Procedure for the Board of Management issued by the Supervisory Board, their Board of Management contract, and the Board of Management resolutions and other general corporate rules. The Chairman of the Management Board coordinates the work of the members of the body.

Information on the composition of the Management Board can be found on the following website:

Their management authority in detail is governed by the Managements Board’s schedule of responsibilities. In accordance with the specifications of the schedule of responsibilities, each member of the Board assumes responsibility for the content of a defined department. Irrespective of this, the members of the body are jointly responsible for the management of the Company. Resolutions of the Management Board are adopted primarily at Board meetings, but also in writing or by other means of communication.

Supervisory Board

The Supervisory Board appoints, monitors and advises the Management Board and is directly involved in decisions of fundamental importance to the Company. The Supervisory Board carries out its activities in accordance with the statutory provisions, the Articles of Association, the Rules of Procedure for the Supervisory Board and its resolutions. The Chairman of the Supervisory Board coordinates the work of the body. In accordance with the Articles of Association, it consists of five members.
Resolutions of the Supervisory Board are adopted primarily at Supervisory Board meetings, but also in writing or by other means of communication. Seven meetings of the Supervisory Board were held in 2022.

Committees of the Supervisory Board

OHB SE's Supervisory Board has delegated individual tasks to three committees which prepare and advise the Supervisory Board on these in greater detail. The Personnel Committee, the Audit Committee and the Corporate Governance and Nomination Committee each comprise three members of the Supervisory Board.

Further information can be found on the following website:

Self-assessment of the Supervisory Board

In the fourth quarter of 2022, the members of the Supervisory Board conducted a self-assessment of their activities and committee work. The self-assessment was initially carried out using a matrix developed specifically for this purpose, with the help of which individual aspects of the Supervisory Board's activities were scrutinized. At the meeting of the Corporate Governance and Nominations Committee on December 14, 2022 and the Supervisory Board meeting on December 15, 2022, the Supervisory Board intensively discussed the individual results of the self-assessment and drew a constructive conclusion for the future work of the Supervisory Board.

Cooperation between the Management Board and the Supervisory Board

The Management Board regularly and comprehensively informs the Supervisory Board about order intake, total revenues, earnings and capacity utilization at OHB SE, the Group and the individual business units. In addition, it reports to the Supervisory Board on an ongoing basis on corporate planning, strategic development, material investment projects and the Company's risk situation.

Diversity concept for the Management Board and Supervisory Board

Succession planning

OHB considers the diversity of its Management Board and Supervisory Board to be a guarantee of successful corporate governance. Diversity is to be reflected above all in the variety of individual backgrounds and qualifications of the members as well as in the representation of women and men on both boards. The central objective in appointing members to the boards was and is to combine established industry expertise in the space business with relevant management experience in the entrepreneurial environment.
In addition to the targeted recruitment of interesting profiles from outside the company, particular attention is paid to the systematic development of a pool of candidates from within the management circles of the Group companies. The "Generation Change in Key Positions" project initiated in 2020 on behalf of the Supervisory Board is designed to ensure the targeted preparation of internal young talent for Management Board and Supervisory Board functions. In the composition of the group of participants, central importance is again attached to the criteria of gender and skill diversity. In addition, international experience, the greatest possible professional diversity and an expansion of age diversity are of great concern to us. As part of this project, regular progress reporting and an assessment of the staffing situation in the OHB Group's main key positions are carried out in OHB SE's Supervisory Board under the leadership of its Chairman.

Objectives for the composition of the Supervisory Board

OHB SE endeavors to ensure that the Supervisory Board is staffed in accordance with the above-mentioned diversity criteria and has formulated the following targets with respect to the composition of the Supervisory Board; the members of the Supervisory Board as a whole and not each member individually should possess the following skills:

  • Expertise in the aerospace industry with a focus on space technology.
  • International multi-year practical experience in industry and public organizations/agencies
  • In-depth, long-standing knowledge of finance, accounting, bookkeeping and administration
  • In-depth, long-standing knowledge of sustainability management and ESG.

In addition, the diversity concept is to be taken into account, in particular with the aim of avoiding an exclusively heterogeneous composition of the Supervisory Board. In addition, a combination of members from the technical and commercial areas is aimed for.

Progress in achieving the objectives

With the Supervisory Board Chairman Robert Wethmar, a partner in an international law firm, Christa Fuchs, the founder of OHB System AG and commercial director for many years, and Prof. Heinz Stoewer as an internationally experienced space expert and former leading manager at ESA and managing director of the German Space Agency, the desired diversity in terms of gender, expertise and international experience was achieved to a high degree. As a result of the company's growth in recent years, two additional members were added to the board: Ingo Kramer, long-time managing director of the family-owned company Kramer GmbH & Co. KG. With his many years of cross-industry experience as a managing partner and his active membership in business and political organizations, he has rounded out the Supervisory Board's competence profile with his generalist view since fiscal 2018. In addition, Dr. Hans-Jörg Königsmann, long-time Vice President at the U.S. space company Space Exploration Technologies Corp. (SpaceX), has ideally complemented the Board since the 2022 financial year with additional space expertise and international experience.
In the opinion of the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is three. In the past fiscal year, the Supervisory Board comprised the following independent shareholder representatives: Robert Wethmar, Prof. Heinz Stoewer, Ingo Kramer and Dr. Hans-Jörg Königsmann.

Act for the equal participation of women and men in management positions in the private and public sectors

The Act on the Equal Participation of Women and Men in Management Positions has been in force in Germany since May 1, 2015. Its main provisions have also been incorporated into the German Corporate Governance Code. Listed companies and companies subject to co-determination are required to set themselves targets with regard to the proportion of women on their Management Boards and on their top two management levels below the Management Board and to publish these independently defined targets together with a deadline for achieving them.
OHB SE's Supervisory Board adopted the following resolution to this effect at its meeting on December 15, 2022: The Supervisory Board of OHB SE sets the target for the proportion of women on the Company's Supervisory Board at 25 % and on the Company's Management Board at 20 %. These targets are to apply until December 31, 2024. The previous targets, which were valid until the balance sheet date, were 25% for the Supervisory Board and 0% for the Management Board. At 20%, the ratio achieved by the Supervisory Board at the end of the year does not meet the target set for the 2022 financial year due to the expansion of the Supervisory Board during the year. The ratio achieved on the Management Board exceeded the target set for the fiscal year and has been 20% since January 1, 2022.
On February 14, 2023, the Management Board resolved to set the target figures for the first level below the Management Board at 30% and for the second level at 40%. These targets are to be valid until December 31, 2024. The previous targets, which were valid until the balance sheet date, were 15% for the first level and 30% for the second level below the Management Board. These targets were met in the past fiscal year.

Annual General Meeting

OHB SE's shareholders exercise their co-determination and control rights at the annual general meeting, which is held at least once a year. This resolves on all matters determined by law with binding effect for all shareholders and the Company. Each share entitles the holder to one vote. Every shareholder who registers in good time is entitled to attend the Annual General Meeting. Shareholders who are unable to attend in person may have their voting rights exercised by a bank, a shareholders' association, the proxies appointed by OHB who are bound by instructions or any other proxy of their choice.
In the run-up to the annual general meeting, shareholders are provided with comprehensive information on the past fiscal year and the individual items on the agenda of the upcoming meeting in the annual report, which is also available on our website, and in the invitation to the annual general meeting.

All documents and information on the Annual General Meeting and the Annual Report are available at the following address:

Shareholdings of the Management Board and Supervisory Board

At the balance sheet date of December 31, 2022, the following persons held

  • Prof. Heinz Stoewer, member of the Supervisory Board, 1,000 shares,
  • Dr. Lutz Bertling, member of the Management Board, 50,000 shares,
  • Daniela Schmidt, member of the Management Board, 300 shares,
  • Fuchs - Familienstiftung, of which Marco Fuchs (Chairman) and Christa Fuchs (member) are members of the Board of Directors, 7,448,550 shares, and
  • VOLPAIA Beteiligungs-GmbH, in which the Fuchs - Familienstiftung holds an 80% stake, 3,730,170 shares.

Directors‘ Dealings

In the reporting year 2022, Daniela Schmidt received an allocation of 300 shares as a compensation component as part of the Management Board compensation. In addition, Marco Fuchs and Christa Fuchs transferred 6,046,610 and 1,401,940 shares respectively to the newly established Fuchs - Family Foundation. Marco Fuchs is Chairman and Christa Fuchs is a member of the Foundation's Board of Directors. No securities transactions were carried out by the other members of the Management Board and Supervisory Board or related legal entities.