CORPORATE GOVERNANCE DECLARATION

The Corporate Governance Declaration stipulated by Section 289a 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 works and the composition and function of their committees. The corporate governance declaration also includes the report stipulated by Article 3.10 of the German Corporate Governance Code ("corporate governance report").

Declaration of Compliance

Declaration Of Conformity concerning the German Corporate Governance Code you will find here.

Disclosures on corporate governance practices

In addition to the 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

Management Board

The Management Board manages the Company in the exercise of its own responsibility.

The 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 conduct issued by the Supervisory Board for the Management Board, the terms of their service contracts and the resolutions passed by the Management Board.

Their specific powers and responsibilities are determined in the business allocation plan for the Management Board. Each member of the management board takes over the responsibility with regard to content for a selected department. According to the guidelines of the business allocation plan. 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.

 

Supervisory 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 and the resolutions which it passes. It comprises three members according to 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 2017.



Collaboration between the Management Board and the Supervisory Board

The Management Board briefs the Supervisory Board regularly and comprehensively on order receipts, total revenues, earnings and capacity utilization at OHB SE both at the Group level as well as within 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

The Supervisory Board has not established any committees. The chairman of the Supervisory Board coordinates its activities.

Annual general meeting

The shareholders 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 instructing 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 currently in force with the members of the Management Board (contract for Marco Fuchs expiring on June 30, 2018; contract for Dr. Fritz Merkle expiring on June 30, 2018, contract for Klaus Hofmann expiring on October 31, 2018) provide for variable remuneration to be determined on the basis of a percentage share in profit (percentage of EBT) in the case of Marco Fuchs and Ulrich Schulz (contract for Ulrich Schulz expiring on June 30, 2017).

With respect to Dr. Fritz Merkle and Klaus Hofmann, the variable remuneration is based on a combination of agreed personal targets and the Company’s business performance. There is currently no provision for any share-based remuneration components or remuneration components with a long-term incentive. 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 six months.

The members of the Management Board Marco R. Fuchs, Dr. Fritz Merkle, Ulrich Schulz and Klaus Hofmann were entitled to the use of a company car in 2017.

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 paid in 2017 came to EUR 1.038 million (previous year: EUR 1.106 million). Provisions of EUR 0.935 million were recognized for the expected variable remuneration. Variable remuneration of EUR 0.952 million was paid out in 2017 for 2016.

Marco Fuchs received a sum of EUR 0.347 million (previous year: EUR 0.347 million) as fixed remuneration plus all benefits such as advances towards health and pension insurance. Variable remuneration is expected to equal EUR 0.600 million in 2017 (previous year: EUR 0.570 million).

Ulrich Schulz received a sum of EUR 0.133 million (previous year: EUR 0.223 million) as fixed remuneration including all benefits such as advances towards health and pension insurance for the period ending on July 31, 2017. Variable remuneration is expected to equal EUR 0.100 million in 2017 (previous year: EUR 0.190 million).

Dr. Fritz Merkle received a sum of EUR 0.266 million (previous year: EUR 0.248 million) as fixed remuneration including all benefits such as advances towards health and pension insurance. In addition, the variable remuneration accruing to Dr. Fritz Merkle is expected to equal EUR 0.100 million in 2017 (previous year: EUR 60 thousand).

Klaus Hofmann received a sum of EUR 0.292 million (previous year: EUR 0.288 million) as fixed remuneration including all benefits such as advances towards health and pension insurance. Variable remuneration for Klaus Hofmann is expected to equal EUR 0.135 million in 2017 (previous year: EUR 0.130 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. In her capacity as chairwoman of the Supervisory Board, Mrs. Christa Fuchs received a sum of EUR 30 thousand in 2017 for 2016 (previous year: EUR 30 thousand), while Mr. Robert Wethmar received EUR 20 thousand (previous year: EUR 20 thousand) and Prof. Heinz Stoewer EUR 20 thousand (previous year: EUR 20 thousand). Variable remuneration components were dispensed with for the members of the Supervisory Board.

Under a contract with the law firm Taylor Wessing, of which Robert Wethmar is a partner, fees of a total of EUR 82 thousand were paid in consideration of the advisory services for Group companies.

Management Board and Supervisory Board shareholdings

As of the reporting date, Christa Fuchs, chairwoman 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. The other members of the Management Board Dr. Fritz Merkle and Ulrich Schulz (member of the management board until July 31, 2017) held 1,000 and 54 shares, respectively. On December 31, 2016, VOLPAIA Beteiligungs-GmbH held 3,730,170 shares. Christa Fuchs held 20% and Marco R. Fuchs 60% (including the share of 35% previously held by Prof. Manfred Fuchs) of this entity’s capital as of the reporting date.

Directors’ dealings

In the year under review, members of the Company’s Management Board and Supervisory Board as well as related legal entities reported no 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 September 13, 2016:

The Supervisory Board of OHB SE unanimously approved a target share of women of 33% for the Supervisory Board and of 0% for the Management Board. These targets are to apply until December 31, 2018. 

In a resolution also passed on September 13, 2016, the Management Board adopted a goal of 0% for the first management level beneath the Management Board and 20% for the second management level. These targets are to apply until December 31, 2018.

All defined targets were achieved.