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.
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 2020.
The chairman of the Supervisory Board coordinates its activities.
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.
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.
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.
Committees of the Supervisory Board
The Supervisory Board has not established any committees.
Self-assessment of the Supervisory Board
In the fourth quarter of 2020, 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 meetings on December 15, 2020 and on January 29, 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 remuneration
The remuneration paid to the members of the Management Board comprises fixed and variable components. The service contracts of the members of the Management Board have the following expiry dates: Marco Fuchs’ contract expires on June 30, 2021, Klaus Hofmann’s contract expires on October 31, 2023, Kurt Melching’s contract expires on March 31, 2023 (service contract with OHB System AG) and Dr. Lutz Bertling’s contract expires on March 31, 2022. In the case of Marco Fuchs and Dr. Lutz Bertling, the variable compensation is calculated solely as a percentage of the Company’s business performance (percentage of EBT); in the case of Klaus Hofmann and Kurt Melching, it is based on a combination of agreed personal targets and the Company’s business performance. Share-based remuneration components with a long-term incentive are only provided for in the service contract with Dr. Lutz Bertling. In the event of the death of a Management Board member, his surviving dependents are entitled to receive continued payment of that member’s fixed remuneration for a further period of up to six months.
Management Board members Marco Fuchs, Klaus Hofmann and Kurt Melching were entitled to the use of a company car in 2020. The remuneration paid to the members of the Management Board breaks down as follows: The total fixed remuneration plus benefits such as an advance towards health and pension insurance as well as private use of a company car and activities on internal group supervisory boards paid in 2020 came to EUR 1.279 million (previous year: EUR 1.262 million). Expected variable remuneration stands at EUR 1.061 million (previous year expected: EUR 1.660 million; actually paid: 1.166 million).
Marco Fuchs received a sum of EUR 0.387 million (previous year: EUR 0.375 million) as fixed remuneration plus all benefits such as advances towards health and pension insurance. Variable remuneration is expected to equal EUR 0.448 million in 2020 (previous year expected: EUR 0.700 million; actually paid: 0.470 million). Klaus Hofmann received a sum of EUR 0.309 million (previous year: EUR 0.306 million) as fixed remuneration including all benefits such as advances towards health and pension insurance in the year under review. Variable remuneration for Klaus Hofmann is expected to equal EUR 0.140 million in 2020 (previous year expected: EUR 0.150 million, actually paid: 0.126 million). Kurt Melching received a sum of EUR 0.243 million (previous year: EUR 0.243 million) as fixed remuneration including all benefits such as advances towards health and pension insurance in the year under review. In addition, the variable remuneration for Kurt Melching is expected to equal EUR 0.100 million for 2020 (previous year expected: EUR 0.110 million, actually paid: 0.100 million). Dr. Lutz Bertling received a sum of EUR 0.340 million (previous year: EUR 0.338 million) as fixed remuneration including all benefits such as advances towards health and pension insurance in the year under review. His variable remuneration is expected to equal EUR 0.373 million for 2020 (previous year: EUR 0.700 million; actually paid: EUR 0.470 million). In addition, he was granted a long-term incentive commitment in 2018 in the form of an allocation of 12,500 OHB SE shares for the years from 2018 to 2021, which was utilized for 2019 and 2020 in 2020. As a contribution to preserving the Group’s liquidity, each member of the Management Board waived 20% of the variable remuneration accruing to them for 2019 under the terms of their service contracts in 2020. Overall, this resulted in a liquidity contribution of EUR 0.287 million.
Christa Fuchs received surviving-dependents benefits of EUR 22 thousand from OHB System AG for the Management Board member Prof. Manfred Fuchs, who had passed away in 2014.
Robert Wethmar, who has been Chairman of the Supervisory Board since April 1, 2018, received EUR 30 thousand (previous year: EUR 29 thousand), Christa Fuchs (Chairwoman of the Supervisory Board until March 31, 2018) received EUR 20 thousand in 2020 for her duties in 2019 (previous year: EUR 23 thousand), Prof. Heinz Stoewer received EUR 25 thousand (previous year: EUR 25 thousand) and Ingo Kramer (member of the Supervisory Board since June 19, 2018) received EUR 20 thousand (previous year: EUR 12 thousand). Variable remuneration components were dispensed with for the members of the Supervisory Board. Provisions of EUR 95 thousand were recognized for 2021.
Under a contract with the law firm Taylor Wessing, of which Robert Wethmar is a partner, fees of a total of EUR 0.228 million were paid in consideration of the advisory services for Group companies.
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 38,360 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 2020, Dr. Lutz Bertling received an allocation of 25,000 shares as a remuneration component and sold 1,140 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.
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, 2022. 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.