CORPORATE GOVERNANCE DECLARATION
The Corporate Governance Declaration stipulated by Section 315d and 289f of the German Commercial Code comprises the declaration of conformity in accordance with Section 161 of the German Stock Corporation Act, relevant disclosures concerning corporate governance principles, a description of how the Management Board and the Supervisory Board work, the targets defined for their composition and the progress made in achieving these targets. It also contains information on the annual general meeting, the remuneration of the members of the Management Board and their shareholdings in the Company as well as details of director dealings. In addition, targets relating to the proportion of women and the achievement of these targets, information on succession planning on the Management Board and the self-assessment of the Supervisory Board are included in this document.
The remuneration report for 2021, the auditor’s opinion in accordance with Section 162 of the German Stock Corporation Act, the remuneration system in accordance with Section 87a (1) and (2) Sentence 1 of the German Stock Corporation Act and the last resolution approving the remuneration system in accordance with Section 113 (3) of the German Stock Corporation Act can be found on this website as of 23 March 2022:
Declaration of Conformity
Declaration Of Conformity concerning the German Corporate Governance Code you will find here.
Disclosures on corporate governance practices
The relevant statutory requirements, the Company’s bylaws, the rules of conduct of the Supervisory Board and the Management Board and the recommendations of the German Corporate Governance Code provide the basis for OHB SE’s corporate governance practices.
Method of work of Management Board and Supervisory Board
The Management Board manages the Company in the exercise of its own responsibility.
The three members of the Management Board are required to conduct the Company’s business in accordance with the applicable statutory provisions, the Company’s bylaws, the rules of procedure issued by the Supervisory Board for the Management Board, the terms of their service contracts, the resolutions passed by the Management Board and other general company rules.
Their specific powers and responsibilities are determined in the business allocation plan for the Management Board. In accordance with the requirements of the business allocation plan, each member of the Management Board assumes responsibility for a defined area. Regardless of this, the members of the Management Board are jointly responsible for corporate governance. The Management Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication. The chief executive officer coordinates the activities of the members of the Management Board.
The Supervisory Board appoints, monitors and advises the Management Board and is directly involved in all decisions of fundamental importance for the Company. It exercises its duties in accordance with the relevant statutory provisions, the Company’s bylaws, the rules of procedure for the Supervisory Board and the resolutions which it passes. It consists of four members in accordance with the Company’s bylaws.
The Supervisory Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication. It held six meetings in 2021.
The chairman of the Supervisory Board coordinates its activities.
Succession planning for the Management Board
In order to ensure systematic succession planning, particularly for the Supervisory Board and the Management Board of the OHB Group, a process was initiated at the end of 2020 at the initiative of the Supervisory Board of OHB SE encompassing the three business units. Under this process, OHB SE’s Supervisory Board, headed by its Chairman, regularly reports on the progress made and assesses the staffing situation in key positions of the OHB Group.
Diversity policy for members of the Management Board and the Supervisory Board
OHB considers the diversity of the Supervisory Board and the Management Board to be a basis for successful corporate governance. In particular, it is reflected in the diversity of the individual backgrounds and qualifications of the members as well as gender representation on both the Management Board and the Supervisory Board. The central objective in determining the composition of the Management Board and the Supervisory Board is to combine space industry expertise with relevant management experience in the corporate segment.
In addition to gaining interesting talents from outside the Company, special attention is also paid to the systematic establishment of a pool of candidates from within the Group companies. The “Generation change in key positions” project, initiated on behalf of the Supervisory Board in 2020 aims to ready young internal staff for future duties on the Management Board and the Supervisory Board. Gender and qualification diversity forms a crucial factor in the composition of the group of participants.
Objectives regarding the composition of the Supervisory Board
OHB SE seeks to implement the principle of diversity in the composition of the Supervisory Board and has formulated the following objectives in this connection. The members of the Supervisory Board as a whole (i.e. in its entirety and not necessarily each individual member of the Supervisory Board) should meet the following requirements:
· knowledge of the aviation/aerospace industry, particularly space technology
· several years of practical experience in industry and public organizations/agencies
· extensive knowledge gained over many years in finance, accounting, bookkeeping and administration
In addition, the principle of diversity is implemented by ensuring an appropriate degree of female representation on the Supervisory Board. As well as this, a combination of members from technical and commercial backgrounds is sought.
Status of implementation
A high degree of diversity in terms of gender, expertise and international experience has been achieved with the appointment of Robert Wethmar, a partner in an internationally active law firm, to the position of Chairman of the Supervisory Board, Mrs. Christa Fuchs, the founder of OHB System and commercial managing director with many years of experience, and Professor Heinz Stoewer as an internationally renowned space technology expert and former senior manager of ESA and managing director of the German Space Agency. As a result of the Company’s growth in recent years, the Supervisory Board was expanded with the addition of a further member in 2018: Ingo Kramer, the long-standing 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 economic and political organizations, he enhances the profile of the Supervisory Board with his broad-based approach.
In the opinion of the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is three. In the year under review, the Supervisory Board was composed of these independent shareholder representatives: Robert Wethmar, Prof. Heinz Stoewer and Ingo Kramer.
Collaboration between the Management Board and the Supervisory Board
The Management Board briefs the Supervisory Board regularly and comprehensively on 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 corporate planning, strategic development, the main investments and the Company’s risk profile on an ongoing basis.
Committees of the Supervisory Board
In the year under review, OHB SE’s Supervisory Board delegated individual tasks to three committees for the first time. These committees assist and advise the Supervisory Board. The Personnel Committee, the Audit Committee and the Corporate Governance and Nomination Committee each have three members. Further information can be found at https://www.ohb.de/en/corporate/supervisory-board
Self-assessment of the Supervisory Board
In the fourth quarter of 2021, the members of the Supervisory Board carried out a self-assessment of their activities and the work of the Supervisory Board. The self-assessment was initially performed on the basis of a matrix specially developed for this purpose, with the aid of which individual aspects of the Supervisory Board’s activities were reviewed. During the Supervisory Board meeting on December 17, 2021, the Supervisory Board then closely examined the individual results of the self-assessment without the involvement of the Management Board as a basis for a constructive determination of its further work.
Annual general meeting
The shareholders of OHB SE exercise their voting and control rights at the general meeting of the shareholders, which is held at least once a year. At this meeting, they pass resolutions on all matters governed by law with a binding effect on all shareholders and the Company. There is one vote for each share held. Each shareholder registering within the requisite period may attend the annual general meeting. Shareholders who are not able to attend in person may vote in proxy by issuing corresponding instructions to a bank, a shareholder association or the voting representative appointed by OHB or any other agent.
Prior to the annual general meeting, shareholders are able to obtain detailed information on the Company’s performance in the previous year and the individual items of the agenda adopted for the shareholders’ meeting via the annual report on the Company available on the Internet and the invitation to the shareholders.
All documents and information on the annual general meeting as well as the annual report are available on our website.
Management Board and Supervisory Board shareholdings
As of the reporting date, Christa Fuchs, a member of the Supervisory Board, held 1,401,940 shares and Prof. Heinz Stoewer, a member of the Supervisory Board, 1,000 shares. Marco R. Fuchs, Chief Executive Officer, held 6,046,610 shares. Dr. Lutz Bertling, a member of the Management Board, held 50,000 shares. On December 31, 2020, VOLPAIA Beteiligungs-GmbH held 3,730,170 shares. Christa Fuchs held 20% and Marco R. Fuchs 60% of this entity’s capital as of the reporting date.
In 2021, Dr. Lutz Bertling received an allocation of 12,500 shares as a remuneration component and sold 860 no-par value shares in the same period. In the year under review, no other members of the Company’s Management Board and Supervisory Board or related legal entities reported any securities transactions.
The Act on the Equal Participation of Women and Men in Executive Positions in the Private and Public Sector
The Act on the Equal Participation of Women and Men in Executive Positions took effect in Germany on May 1, 2015. The main elements were also incorporated in the German Corporate Governance Code. Companies which are listed or subject to codetermination are required to set their own targets for the proportion of women on their management board and top two management levels below the management board and to publish these independently defined targets together with the period in which they are to be achieved.
The Supervisory Board of OHB SE passed the following resolution at its meeting on December 15, 2020: The Supervisory Board of OHB SE determines a target share of women of 25% for the Supervisory Board and of 0% for the Management Board. These targets are to apply until December 31, 2018. The previous targets, which were valid until the reporting date, were also 25% for the Supervisory Board and 0% for the Management Board. The quota achieved for the Supervisory Board and the Management Board was in line with the defined targets for the year under review.
Due to the specific business activities of the Group companies, the relative proportion of women in the OHB Group’s personnel structure is significantly lower than in other sectors. It follows from this that the absolute number of suitable female candidates for a position on the Management Board of OHB SE is also substantially lower than the number of suitable male candidates for this position. In order to avoid being disproportionately restricted in its selection, the Supervisory Board has decided to set a target ratio of 0%. The Supervisory Board regards this as a theoretical quota and views a figure in excess of this quota as its actual target. Accordingly, Daniela Schmidt was appointed to OHB SE’s Management Board with effect from January 1, 2022. The actual proportion of women on the Management Board currently stands at 20%.
In a resolution also passed on February 8, 2021, the Management Board adopted a goal of 15% for the first management level beneath the Management Board and 30% for the second management level. These targets are to apply until December 31, 2018. The previous targets, which were valid until the reporting date, were also 15% for the first level and 30% for the the second level below the Management Board. These targets were met in the year under review.