CORPORATE GOVERNANCE DECLARATION
The Corporate Governance Declaration stipulated by Section 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 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
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.
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 four 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 2018.
The Chairman of the Supervisory Board coordinates the work of the Supervisory Board.
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.
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 of the members of the Management Board is generally composed of non-performance-related and performance-related components. In the Management Board contracts (term of the contract of Marco Fuchs until June 30, 2021, term of the contract of Dr. Fritz Merkle until June 30, 2018, term of the contract of Klaus Hofmann until October 31, 2023, term of the contract of Kurt Melching from April 1, 2018 until March 31, 2023 (service contract with OHB System AG), term of the contract of Dr. Lutz Bertling from April 1, 2018 until March 31, 2022) the variable remuneration of Marco Fuchs and Dr. Lutz Bertling is determined by a percentage profit share (% quota of EBT). For Dr. Fritz Merkle, Klaus Hofmann and Kurt Melching, the variable remuneration consisted or consists of a combination of agreed personal targets and the business success of the company. Only Dr. Lutz Bertling currently has share-based remuneration components with a long-term incentive effect. In the event of the death of a member of the Management Board, the surviving dependants are entitled to continued payment of the non-performance-related remuneration of the deceased for six months.
During the 2018 financial year, the Management Board members Marco Fuchs, Dr. Fritz Merkle, Klaus Hofmann, Kurt Melching and Dr. Lutz Bertling were each provided with a company car for the term of their contracts. The remuneration of the members of the Management Board is made up as follows: In total, the fixed remuneration plus ancillary benefits such as health and pension insurance contributions, the assessment of vehicle use and the remuneration received for group-internal supervisory activities amounted to EUR 1,482 thousand in 2018 (previous year: EUR 1,038 thousand). The expected variable remuneration amounts to EUR 1,485 thousand. Variable remuneration components of EUR 1,022 thousand were paid out for the 2017 financial year in the 2018 financial year. The payments included EUR 33 thousand for Marco Fuchs, EUR 35 thousand for Dr. Fritz Merkle and EUR 23 thousand for Ulrich Schulz in excess of the amount already accrued as variable remuneration in 2017. Marco Fuchs received EUR 365 thousand (previous year: EUR 347 thousand) as fixed remuneration plus all ancillary benefits such as health insurance and pension contributions. The variable remuneration for the 2018 financial year is expected to amount to EUR 660 thousand (previous year: EUR 600 thousand). Dr. Fritz Merkle received a fixed salary of EUR 174 thousand (previous year: EUR 266 thousand), including all ancillary benefits such as health insurance and pension contributions. In addition, Dr. Fritz Merkle is expected to receive EUR 100 thousand (previous year: TEUR 100) as variable remuneration for the 2018 financial year. Klaus Hofmann received fixed remuneration in the year under review, including all ancillary benefits such as subsidies for health insurance and pensions, amounting to EUR 293 thousand (previous year: EUR 292 thousand). In addition, Klaus Hofmann is expected to receive variable remuneration of EUR 130 thousand for fiscal year 2018 (previous year: EUR 135 thousand). Kurt Melching received fixed remuneration of EUR 192 thousand in the year under review (from April 1, 2018), including all ancillary benefits such as health insurance and pension contributions, and is expected to receive EUR 100 thousand as variable remuneration for fiscal year 2018. Dr. Lutz Bertling received fixed remuneration of EUR 448 thousand in the year under review, plus all ancillary benefits such as health insurance and pension contributions (of which EUR 253 thousand as regular remuneration and EUR 195 thousand as a one-time payment after conclusion of the contract). The variable remuneration for the 2018 financial year is expected to amount to EUR 495 thousand. He received an advance payment of TEUR 49 on this amount. He also received an advance payment of EUR 146 thousand, which will be offset against future variable remuneration. In addition, he received a long-term incentive in the form of an annual allotment of 12,500 OHB SE shares for the 2018 to 2021 fiscal years (total fair value at the grant date of EUR 1,563 thousand). The shares transferred on June 5, 2018 or to be transferred on April 1 of the following years are to be transferred back pro rata temporis if Mr. Bertling leaves the Executive Board prematurely, which is contractually possible without good cause by revoking his appointment.
Christa Fuchs received a survivor's pension of EUR 22 thousand from OHB System AG for Prof. Manfred Fuchs (member of the management board), who died in 2014. Christa Fuchs, as Chairwoman of the Supervisory Board (until 31 March 2018), received EUR 30 thousand (previous year: EUR 30 thousand) for the 2017 financial year in the 2018 financial year, Robert Wethmar received EUR 25 thousand (previous year: EUR 20 thousand) and Prof. Heinz Stoewer received EUR 20 thousand (previous year: EUR 20 thousand). No variable remuneration components were paid to members of the Supervisory Board. A provision of EUR 88 thousand was recognized for the 2018 financial year, which also includes the pro rata claims of Ingo Kramer, who joined the Supervisory Board in June 2018. In accordance with a framework agreement with the law firm Taylor Wessing, in which Robert Wethmar is a partner, a total fee of EUR 198 thousand was charged in the past financial year in connection with consulting services for Group companies.
Management Board and Supervisory Board shareholdings
As of the reporting date, Christa Fuchs, 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, member of the management board, held 12,500 shares. 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.
In the year under review (2018), Lutz Bertling received an allotment of 12,500 shares as part of the remuneration of the Executive Board. No securities transactions were carried out by the remaining members of the Management Board and Supervisory Board or by related legal entities.
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.
At its meeting on December 12, 2018, the Supervisory Board of OHB SE passed the following resolution in this regard:
OHB SE's Supervisory Board has set the target for the proportion of women on the Company's Supervisory Board at 25 % and 0 % on the Company's Management Board. These targets should be valid until 31.12.2020. The previous targets, which were valid until the balance sheet date, were 33 % for the Supervisory Board and 0 % for the Management Board. Due to the expansion of the Supervisory Board by one additional member, the target for the Supervisory Board could not be achieved on the balance sheet date (three male members and one female member). Ingo Kramer was elected to the Supervisory Board effective June 19, 2018, with the result that the gender ratio in the four-member body fell from 33% to 25%. The target figure set for the Management Board was met in the fiscal year.
At its meeting on 11 February 2019, the Management Board set the targets for the first level below the Management Board at 15% and for the second level at 30%. These targets should be valid until 31.12.2020. The previous targets valid until the balance sheet date were 0% for the first level and 20% for the second level below the Management Board. These targets were met in the past financial year.