Statement on Corporate Governance

The Corporate Governance Statement pursuant to Sections 315d and 289f of the German Commercial Code (HGB) includes the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), relevant information on corporate governance practices, a description of how the Management Board and Supervisory Board operate, as well as targets for their composition and the status of progress toward achieving these targets. In addition, the statement includes information on the Supervisory Board’s self-assessment, details on succession planning within the Management Board, and targets regarding the quota for female representation and compliance with it. Furthermore, it contains information on the compensation of board members and their shareholdings, on directors’ dealings, and on the Annual General Meeting.

Statement of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG)

The declaration of compliance with the German Corporate Governance Code can be found on the following website: 

Information on Corporate Governance Practices

As the parent company of the OHB Group, OHB SE acts as an active holding company for the OHB Group. Operational business is primarily conducted through domestic and foreign subsidiaries and associated companies. Compliance with corporate governance requirements is ensured through Group directives, internal company guidelines, and provisions in the articles of association and operating instructions of the subsidiaries and associated companies. The major operating subsidiaries also have their own supervisory or advisory board, which monitors the respective management and provides advisory support.

The Code of Conduct serves as the foundation for our corporate governance. It sets forth minimum standards that are binding on all employees and every governing body of the OHB Group worldwide. To put these standards into practice, ten principles have been formulated:

We are aware of the factors necessary for long-term and sustainable business success.
We comply with applicable laws at the local, national, and international levels.
We are committed to responsible corporate governance.
We encourage our employees to raise issues openly and without fear of reprisal. Employees who, in good faith, express concerns about company matters must not suffer any adverse consequences as a result.
We treat one another with respect and trust. We ensure a work environment that is free from discrimination.
We promote the skills and expertise, as well as the dedication and performance, of all our employees.
Everyone has the right to freely express their opinion about company matters.
We disclose any potential or actual conflicts of interest and resolve them as quickly as possible.
We handle company property and other company assets responsibly.
We comply with national and international regulations governing the import and export of goods and services.

Other principles relate to interactions with business partners and third parties, the handling of information, and our approach to people and the environment.

In addition, there are other external and internal guidelines that form the foundation for responsible, transparent, and value-driven corporate governance. These include, in particular, legal requirements, the recommendations of the German Corporate Governance Code, the rules of procedure and bylaws of the Supervisory Board and the Management Board, as well as guidelines and values.

In addition, OHB SE conducts its business in accordance with principles of sustainability and diversity.

Sustainability Approach

OHB is committed to contributing to sustainable economic development. We are mindful of our corporate responsibility and are dedicated to preserving the foundations of life and opportunities for future generations. In doing so, we leverage space to find answers to the complex questions of our time.

From an organizational standpoint, sustainability management falls under the purview of the OHB SE Executive Board. In this way, OHB underscores the strategic importance of sustainability to its corporate identity and oversees its practical implementation at the highest level.

The sustainability mission statement, which is underpinned by an integrated sustainability management system, is an integral part of the corporate strategy and summarizes OHB’s principles of corporate responsibility, which are consistent with the commitment to sustainable business practices:

We take an integrated and forward-looking approach, taking into account ethical, social, and environmental 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 expertise in space technology to develop sustainability solutions, thereby enabling others to achieve sustainability.

On October 28, 2024, the sustainability strategy was adopted by the Executive Board of OHB SE and the heads of the SPACE SYSTEMS, ACCESS TO SPACE, and DIGITAL business segments. The strategy outlines the key sustainability-related areas of focus, along with their objectives and performance indicators for successful implementation. On December 8, 2025, the sustainability-related areas of action and objectives were reviewed, refined, and confirmed once again by the Executive Board of OHB SE.

Diversity Principles

The Executive Board and Supervisory Board are expressly committed to diversity throughout the OHB Group.
According to this, diversity means:

Appreciation and respect for the uniqueness of each individual, with their special abilities and talents,
Equal opportunities and equity at all levels,
Prevention of all forms of discrimination, and
The belief that diversity fosters creativity and innovation. As such, it not only enriches corporate culture but also serves as a key factor in achieving strategic goals.

In today’s society, which is strongly shaped by demographic change, the OHB Group views diversity as an indispensable pillar of our corporate culture. That is why we want to value and foster the individual skills, competencies, and talents of our employees. For it is in the diversity of our workforce that we find the potential to continually improve. We view diversity as a benefit for the company, for all employees, and for society. It is the bond that fosters a sense of connection with our employees, motivates us as a team, and strengthens our cohesion.

How the Executive Board and Supervisory Board Operate

Board of Directors

The Executive Board manages the company under its own responsibility.
The members of the Executive Board must conduct the company’s business in accordance with the law, the Articles of Association, the rules of procedure for the Executive Board issued by the Supervisory Board, their executive board agreement, as well as Executive Board resolutions and other general corporate rules. The Chairman of the Executive Board coordinates the work of the Executive Board members. Information on the composition of the Executive Board can be found on the following website:

The specific scope of their management authority is set forth in the Executive Board’s division of responsibilities. In accordance with the provisions of the division of responsibilities, each member of the Executive Board assumes substantive responsibility for a defined area of responsibility. Regardless of this, the members of the Executive Board share joint responsibility for the management of the company. Resolutions of the Executive Board are primarily adopted at Executive Board meetings, but may also be adopted through written procedures or other means of communication.

Board of Supervisors

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 performs its duties in accordance with statutory provisions, the Articles of Association, the Rules of Procedure for the Supervisory Board, and its own resolutions. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. In accordance with the Articles of Association, it consists of five members.
Resolutions of the Supervisory Board are primarily adopted at Supervisory Board meetings, but also through written procedures or other means of communication. In 2024, six meetings of the Supervisory Board took place.

Committees of the Supervisory Board

The Supervisory Board of OHB SE has delegated specific tasks to three committees, which prepare and discuss these matters in greater detail on behalf of the Supervisory Board. The Personnel Committee, the Audit Committee, and the ESG, Corporate Governance, and Nominating Committee each consist of 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 2024, the members of the Supervisory Board conducted a self-assessment of their activities on the Supervisory Board and the work of its committees. The self-assessment was initially carried out using a matrix developed specifically for this purpose, which was used to examine individual aspects of the Supervisory Board’s activities. The board then thoroughly reviewed the individual results obtained during the self-assessment at the meeting of the ESG, Corporate Governance, and Nominating Committee on December 5, 2024, and at the Supervisory Board meeting on December 19, 2024, and drew constructive conclusions for the Supervisory Board’s future work.

Cooperation between the Executive Board and the Supervisory Board

The Executive Board regularly and comprehensively informs the Supervisory Board about trends in order intake, total revenue, earnings, and capacity utilization at OHB SE, the Group, and the individual business segments. In addition, it reports to the Supervisory Board on an ongoing basis regarding corporate planning, strategic development, major investment projects, and the Company’s risk profile.

Diversity Policy for the Executive Board and Supervisory Board

Succession planning

OHB views the diversity of its Executive Board and Supervisory Board as a guarantee of successful corporate governance. Diversity should 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 bodies. The central goal in appointing members to these bodies has been and remains to combine established industry expertise in the space sector with relevant leadership experience in a business environment.

In addition to actively recruiting promising candidates from outside the company, we place particular emphasis on systematically building an internal talent pool of candidates from the management ranks of our Group companies. The “Generational Transition in Key Positions” project, launched in 2020 at the request of the Supervisory Board, is designed to ensure the targeted preparation of internal talent for positions on the Executive Board and Supervisory Board. When selecting the group of participants, central importance is again attached to the criteria of gender and qualification diversity. In addition, international experience, the greatest possible professional diversity, and an increase in age diversity are of great concern to us. As part of this project, the OHB SE Supervisory Board, under the leadership of its Chairman, conducts regular progress reporting and an assessment of the staffing situation in the key positions of the OHB Group.

Goals for the Composition of the Supervisory Board

OHB SE aims to appoint members to the Supervisory Board in accordance with the diversity criteria outlined above and has established the following targets regarding the composition of the board. The members of the Supervisory Board as a whole—rather than each member individually—should possess the following competencies:

Expertise in the aerospace industry with a focus on space technology
International, multi-year practical experience in industry and public organizations/agencies
Extensive, long-standing expertise in finance, financial reporting, accounting, and administration
Extensive, long-standing expertise in sustainability management and ESG

In addition, the principle of diversity should be taken into account, particularly with the aim of avoiding a board of directors composed exclusively of members from the same background. Furthermore, the goal is to have a mix of members from both technical and business backgrounds.

Progress toward achieving the goals

With Supervisory Board Chairman Robert Wethmar, a partner at an international law firm, and Dr. Hans Königsmann, a long-time vice president at the U.S. aerospace company Space Exploration Technologies Corp. (SpaceX), the Supervisory Board possesses extensive international experience and the expertise it seeks. Ingo Kramer, long-time managing director of the family-owned company J. Heinr. Kramer with cross-industry experience as a managing partner and active member of economic and political organizations, Raimund Wulf, with his decades of capital markets experience at various financial institutions, and Claire Wellby, a director at KKR with several years of experience in private equity and investment banking, round out the Supervisory Board’s expertise profile with their extensive business experience. Overall, the desired diversity has been achieved to a high degree through the composition of the board.

According to the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is two. In the past fiscal year, the Supervisory Board consisted of the following independent shareholder representatives: Robert Wethmar, Ingo Kramer, and Dr. Hans Königsmann.

Act on Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Service

The Act on Equal Participation of Women and Men in Management Positions has been in effect in Germany since May 1, 2015. Its key provisions have also been incorporated into the German Corporate Governance Code. Listed companies and companies subject to co-determination are required to set their own targets regarding the proportion of women on their executive boards and in the two highest management levels below the executive board, and to publish these self-defined targets along with a deadline for achieving them.

At its meeting on December 19, 2024, the Supervisory Board of OHB SE passed the following resolution: The Supervisory Board of OHB SE sets the target for the proportion of women on the company’s Supervisory Board at 20% and on the company’s Management Board at 20%. These targets are to remain in effect until December 31, 2026. The 20% quota to be achieved on the Supervisory Board was met by year-end due to the appointment of Claire Wellby to the Supervisory Board. The quota set for the Management Board was also met.

The targets of 30% for the first level below the Executive Board and 40% for the second level remain unchanged. These targets will remain in effect until December 31, 2026. These targets were met in the past fiscal year.

Compensation

The Remuneration Report for the 2024 fiscal year, the auditor’s report pursuant to Section 162 of the German Stock Corporation Act (AktG), the current remuneration system pursuant to Section 87a (1) and (2), first sentence, of the German Stock Corporation Act (AktG), and the most recent resolution on remuneration pursuant to Section 113 (3) of the German Stock Corporation Act (AktG) will be available on the following website following their publication:

Shareholdings of the Executive Board and Supervisory Board

As of the balance sheet date of December 31, 2024, Daniela Schmidt, a member of the Executive Board, held 600 shares.

Directors' Transactions

During the 2024 reporting year, no securities transactions were conducted by members of the Executive Board and the Supervisory Board or by related legal entities.

Annual General Meeting

The shareholders of OHB SE exercise their rights of co-determination and control at the Annual General Meeting, which is held at least once a year. This meeting decides on all matters prescribed by law, with binding effect on all shareholders and the company. In voting, each share entitles the holder to one vote. Any shareholder who registers in a timely manner is entitled to attend the Annual General Meeting. Shareholders who are unable to attend in person may have their voting rights exercised by a financial institution, a shareholders’ association, the proxy representatives appointed by OHB and bound by instructions, or any other proxy of their choice.

In the run-up to an Annual General Meeting, shareholders are provided with comprehensive information about the past fiscal year and the individual agenda items for the upcoming meeting through the annual report—which is also available on our website—and the invitation to the Annual General Meeting. All documents and information regarding the Annual General Meeting, as well as the annual report, are available at the following address: