Declaration of conformity
to the German Corporate Governance Code by OHB SE pursuant to Section 161 of the German Stock Corporation Act
The principles of responsible and good corporate governance guide the actions of OHB SE’s Management Board and Supervisory Board. They are oriented to achieving sustained business success. For this reason, OHB SE welcomes the German Corporate Governance Code and the fact that it is embodied in statutory law. The Management Board and the Supervisory Board of OHB SE declare that the Company has conformed to the recommendations of the Corporate Governance Code Commission appointed by the German Federal Government and will continue to do so in the future.
This declaration of conformity is based on the April 28, 2022 version of the German Corporate Governance Code.
OHB SE departs from the recommendations of the German Corporate Governance Code in a small number of points:
Sustainability-related objectives in the internal control system and risk management system (A.3)
In accordance with the Code's recommendation, the internal control system and the risk management system are also to cover sustainability-related objectives. OHB SE considers this to be reasonable and aims to extend the systems to include sustainability-related aspects in the future. However, it is not yet possible to comply with the recommendation in full at present as the sustainability program is still being developed.
Age limit for members of the Management Board (B.5)
In OHB SE's view, no age limit should be set for members of the Management Board as this would mean a restriction for the Supervisory Board in its selection of Management Board members.
Age limit for members of the Supervisory Board (C.2)
The Corporate Governance Code recommends to set age limits for members of the Supervisory Board. The Supervisory Board is elected by OHB SE's shareholders. An age limit may lead to rigid rules and establish an unintended exclusion criterion which may run counter to the Company's objective of attracting personalities with extensive experience to serve on the Supervisory Board. For this reason, a more flexible approach based on a decision on a case-by-case basis was preferred to a rigid limit.
Independence of Supervisory Board members (C.12)
According to the Code's recommendation, Supervisory Board members should not exercise any executive or advisory functions for material competitors of the Company and should not have a personal relationship with a material competitor. In addition to his Supervisory Board mandate at OHB SE, Dr. Hans-Jörg Königsmann also holds a Supervisory Board mandate at Mynaric AG. This is a component supplier which could possibly enter into a business relationship with OHB SE companies. Dr. Königsmann was employed by the US space company SpaceX until September 2021. SpaceX provides launch services for satellites and already has business relations with OHB companies. However, these were established without any influence on the part of Dr. Königsmann and will be continued without such influence, meaning that there is no risk of a conflict of interest. Dr. Königsmann will also maintain the necessary neutrality for future issues in order to rule out any conflict of interest.
Variable compensation (G.6)
According to the Code, the proportion of long-term targets in variable compensation should exceed the proportion of short-term targets. At present, variable compensation is made up of equal proportions of long-term and short-term targets. Important short-term targets have been identified and therefore given equal priority.
Distribution of variable compensation components in shares (G.10)
OHB SE is an entrepreneur-managed company. This implies maximum representation of the Company's interests. For this reason, no shares are distributed to the Chief Executive Officer, who in any case holds a majority interest in the Company. Share-based compensation components have been agreed for some Executive Board members, but these do not make up the majority of variable compensation. The holding period of the shares is 2 years.
Repayment of variable remuneration (G.11)
The Corporate Governance Code recommends the possibility of reclaiming variable Management Board compensation under special circumstances. In our view, this contradicts the regulatory content of Section G.8 of the Corporate Governance Code, according to which a subsequent change in the target values or comparison parameters for variable compensation should be excluded. We agree with the regulatory content of Section G.8 and against this background therefore waive the retrospective option to reduce or withhold variable compensation components.
Management Board and Supervisory Board of OHB SE
Bremen, December 15, 2022