CORPORATE GOVERNANCE DECLARATION
The Corporate Governance Declaration stipulated by Section 315d and 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, 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. 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, the rules of procedure for the Supervisory Board 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 five meetings in 2019.
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 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 Dr. Lutz Bertling were entitled to the use of a company car in 2019. 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 2019 came to EUR 1.262 million (previous year: EUR 1.482 million). Expected variable remuneration stands at EUR 1.660 million (previous year: EUR 1.425 million).
Marco Fuchs received a sum of EUR 0.375 million (previous year: EUR 0.365 million) as fixed remuneration plus all benefits such as advances towards health and pension insurance. Variable remuneration is expected to equal EUR 0.700 million in 2019 (previous year: EUR 0.600 million). Klaus Hofmann received a sum of EUR 0.306 million (previous year: EUR 0.293 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 0.150 million in 2019 (previous year: EUR 0.130 million). Kurt Melching received a sum of EUR 0.243 million (previous year: EUR 0.182 million, for nine months) as fixed remuneration including all benefits such as advances towards health and pension insurance. In addition, the variable remuneration accruing to Kurt Melching is expected to equal EUR 0.110 million for 2019 (previous year: EUR 0.100 million). Dr. Lutz Bertling received a sum of EUR 0.338 million (previous year: EUR 0.253 million as ongoing remuneration and EUR 0.195 million as a once-only payment after signing the contract) as fixed remuneration including all benefits such as advances towards health and pension insurance. His variable remuneration is expected to equal EUR 0.700 million for 2019. 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 each year from 2018 to 2021, which was not utilized in 2019.
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 29 thousand (previous year: EUR 25 thousand), Christa Fuchs (Chairwoman of the Supervisory Board until March 31, 2018) received EUR 23 thousand in 2019 for her duties in 2018 (previous year: EUR 30 thousand), Prof. Heinz Stoewer received EUR 25 thousand (previous year: EUR 20 thousand) and Ingo Kramer (member of the Supervisory Board since June 19, 2018) received EUR 12 thousand. Variable remuneration components were dispensed with for the members of the Supervisory Board. Provisions of EUR 95 thousand were recognized for 2020.
Under a contract with the law firm Taylor Wessing, of which Robert Wethmar is a partner, fees of a total of EUR 0.288 million were paid in consideration of advisory services provided for the benefit of 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 14,500 shares. On December 31, 2019, 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 (2019), no securities transactions were carried out by the 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 ratio realised in the Executive Board was in line with the target set for the Executive Board for the financial 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.