For SGL Carbon SE as a European Company (Societas Europaea - SE), the relevant corporate governance principles are derived initially from the requirements of the SE Regulation, derived national implementing laws and otherwise from the German Stock Corporation Act (AktG). In addition, SGL Carbon SE as a European Company is subject to the provisions of the German Act on the Involvement of Employees in a European Company (SEBG) as well as an agreement on the involvement of employees in the Company.
In addition, the German Corporate Governance Code (Code) which has been adopted in 2003 and has undergone several amendments since, has significant influence on the corporate governance structure. The Code, on the one hand, sets out important statutory requirements for the corporate governance of German listed companies and, on the other, describes established standards of good and responsible corporate governance which are recommended or advised for compliance. Whilst these rules are not legally binding, companies failing to comply with the Code’s recommendations must disclose publicly how and why their practices differ from those recommended by the Code (comply or explain).
Finally, the Articles of Association of our Company determine our corporate governance to a large extent. In the Articles of Association, the shareholders set down the constitution of their company within the applicable framework of mandatory law. The Articles of Association of SGL Carbon SE accordingly contain fundamental determinations for the Company, such as its share capital, the authorizations granted by the general meeting of shareholders to increase the share capital, the fundamental rights and duties of the various corporate bodies and relevant rules for the annual financial statements. The Articles of Association also stipulate which transactions require the approval of the Supervisory Board.
The internal structure of the Board of Management and Supervisory Board of SGL Carbon SE is also determined by their respective bylaws:
- The bylaws of the Board of Management deal with the cooperation within the Board of Management. Key sections also address the obligations to supply information and make disclosures, rules for the avoidance of conflicts of interests, the duty of the Board of Management to supply information to the Supervisory Board, as well as remuneration principles.
- The bylaws of the Supervisor Board, first of all, describe the body`s key responsibilities. Key sections also address the measures requiring approval of the Supervisory Board, the procedures within the Supervisory Board including for adopting resolutions, as well as rules for the avoidance of conflicts of interests. The bylaws also stipulate criteria for the selection of Supervisory Board candidates. Finally, the bylaws describe the responsibilities of the committees of the Supervisory Board and define how they cooperate with the plenum of the Supervisory Board.
German stock corporations and SE’s typically have three corporate bodies – an annual general meeting of shareholders (Hauptversammlung), a board of management (Vorstand), and a supervisory board (Aufsichtsrat). Accordingly, SGL Carbon SE also has three corporate bodies. At the annual general meeting, shareholders exercise the rights granted to them by the German Stock Corporation Act. These include, in particular, the resolution on the appropriation of net retained profits, the election of the auditor, the discharge of the board of management and the supervisory board, amendments to the Articles of Association, the issue of new stock and convertible bonds and bonds with warrants, the authorization to acquire own stock, structural changes like transformations or enterprise contracts and the election of the shareholders’ representatives to the supervisory board.
The board of management manages the company and represents it in transactions with third parties. It develops the company and group strategy in consultation with the supervisory board. It informs the supervisory board regularly, promptly and comprehensively about significant developments in the company and in the group, in particular the course of business and any deviations from planning, risk management, the earnings situation and significant business transactions. Members of the board of management must exercise the standard of care of a prudent and diligent businessperson when carrying out their duties. In complying with this standard of care, members must not only take into account the interests of shareholders, but also the interests of other stakeholders, such as the company's employees and, to a certain extent, the public interest. The members of the board of management of a German stock corporation and also of the SE, including its chairman or spokesman, are regarded as peers and share collective responsibility for all management decisions.
At SGL Carbon SE, the Board of Management consists of two members. Accordingly, committees of the Management Board do not exist. Within their collective overall responsibility for management decisions, each member of the Board of Management is assigned responsibility for certain departments. Additional information on the individual members of the Board of Management and their responsibilities can be found under Board of Management.
The supervisory board appoints and oversees the company’s board of management. Members of the supervisory board may generally not be involved in the day-to-day management of the company. However, the company’s articles of association must specify those matters of fundamental importance which may only be dealt with upon the prior consent of the supervisory board; the supervisory board may specify further matters which require its consent. Matters requiring such prior consent usually include decisions or actions having a fundamental impact on the assets, financial or profit situation of the company.
The supervisory boards of major German stock corporations and SE’s are subject to employee co-determination and are comprised of representatives of the shareholders and employees. Depending on the company’s total number of employees, up to one-half of the supervisory board members will be elected by the company’s employees. The chairman of the Supervisory Board is a representative of the shareholders, and the deputy chairman or one of the two deputy chairmen common to an SE is a representative of the employees. In the event of a tie vote, the deciding vote is cast by the chairman.
With respect to the supervisory board, attention is paid to ensure that the board`s composition in its entirety covers persons with a wide spectrum of experiences and expertise, it is diverse and has an appropriate number of independent members. In addition, listed and co-determinated German stock corporations and SE`s must have at least 30% male and 30% female members in the supervisory board.
German law also has several rules applicable to supervisory board members which are designed to ensure a certain degree of independence of the board members. In addition to prohibiting members of the board of management from serving on the supervisory board, German law requires members of the supervisory board to act in the best interest of the company. They do not have to follow direction or instruction from third parties. Any service, consulting or similar agreements between the company and any of its supervisory board members must be approved by the supervisory board.
The Supervisory Board of SGL Carbon SE consists of 8 members, half of them being representatives of the shareholders and half of them being representatives of the employees. All members of the Supervisory Board are appointed by the Annual General Meeting of SGL Carbon SE, whereby the Annual General Meeting is bound by the election proposals of the employee side when appointing employee representatives. With regard to the employee representatives, the agreement of the company with the employees on the company`s co-determination may provide for a different appointment procedure as far as the employee representatives are concerned. Further information on the individual members of the Supervisory Board can be found at Supervisory Board.
The Supervisory Board of SGL Carbon SE has established three permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code:
- the Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management;
- the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board;
- the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor.
On May 21, 2021, the Annual General Meeting appointed KPMG AG Wirtschaftsprüfungs-gesellschaft, Berlin, as auditors of the annual financial statements and the consolidated financial statements for fiscal year 2021.
KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Frankfurt branch, has been the auditor for SGL Carbon SE and the SGL Carbon SE Group since fiscal year 2017 (January 1, 2017 to December 31, 2017).
The Articles of Incorporation represent the constitution of our Company, comprising provisions on the share capital, the authorization to increase the share capital in accordance with the General Meeting’s resolutions, the principle rights and duties of the Executive Committee and the Supervisory Board as well as the General Meeting, and fundamental rules for the annual financial statements.
The Articles of Incorporation also determine the catalogue of decisions subject to the approval by the Supervisory Board as well as the compensation of the members of the Supervisory Board.
Statement of the Board of Management and the Supervisory Board of SGL Carbon SE on the German Corporate Governance Code pursuant to Sec. 161 German Stock Corporation Act (Declaration of Compliance 2021)
The Board of Management and the Supervisory Board of SGL Carbon SE declare:
SGL Carbon SE has been and will continue to be in full compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” ("Regierungskommission Deutscher Corporate Governance Kodex") in the version dated December 16, 2019 (published on March 20, 2020) as published by the Federal Ministry of Justice and Consumer Protection in the official notice section of the German Federal Gazette since the execution of its last Declaration of Compliance in November 2020 except for the following deviations:
- With regard to recommendation B.3 of the Code, according to which first-time appointments of Management Board members shall be for a period of not more than three years. As part of its Management Board realignment in 2020, the Company appointed two new Board of Management members for a term of five years each. These decisions were made in the interest of a stable management structure with continuity for the future challenges and are also considered appropriate by the Supervisory Board in view of the qualifications of the candidates.
- With regard to recommendation C. 10 of the Code, according to which the Chair of the Supervisory Board and the Chair of the committee that addresses Management Board remuneration issues, shall be independent of the Company and the Management Board. Ms. Klatten, who is an indirect significant shareholder of the Company, currently holds both these positions. The current composition of the Supervisory Board and Personnel Committee Chair of the Company is considered appropriate by the Company. Ms. Klatten is viewed as particularly able for both positions and, in addition, the Company believes that the existing majority of independent members of the Supervisory Board members from the group of shareholder representatives ensure a sufficient balance in the relevant bodies.
- With regard to recommendation D.8 of the Code, according to which the report of the Supervisory Board should note how many meetings of the Supervisory Board and its committees the individual members attended in each case. In recent years, the participation rate in the meetings of the Supervisory Board and its committees, as shown in the respective report of the Supervisory Board, has been over 90%, so that the Company, at least insofar as the participation rate is not significantly reduced in the future, holds a consolidated presentation of the participation rates for being sufficiently adequate.
- With regard to recommendation G.13 sentence 2 of the Code, according to which, in the event of a post-contractual non-competition clause, the severance payment should be offset against the compensation for the non-competition clause. The service contract of Dr. Majerus, existing at the time such recommendation took effect, did not provide for an offsetting with respect to its non-competition clause, which is why Dr. Majerus, starting with his departure as of December 2020 and limited until May 31, 2021 will receive a compensation for the non-competition clause without being offset with the severance payment. The new remuneration system for the Management Board and the service contracts of the current members of the Management Board provide for a setting-off as provided in recommendation G.13 sentence 2 of the Code, though.
The Corporate Governance Principles of SGL Carbon SE furthermore satisfy a majority of the non-obligatory suggestions of the German Corporate Governance Code.
Wiesbaden, November 25, 2021
Our risk management system (RMS) is comprised of a series of interlinked planning, monitoring and information systems which cover all areas of the Company, and are continuously adapted to changes in the competitive environment.
The operating units and central service functions are responsible for identifying their key risks during the planning process including financial impact and initial probability of occurrence. At the annual Objective Discussions with the Board of Management, all risks are examined, and countermeasures are agreed upon.
The risks are monitored by the operating units on a quarterly basis including identification of new risks and review of countermeasures. Group Controlling consolidates the operational risks for discussion by the Board of Management in order to focus on early recognition of material risks for the entire Company.
For its part, the Board of Management informs the Supervisory Board about risk development and risk management at regular intervals. In addition, the Internal Audit department, which is independent of these processes, examines all components of the risk management system at appropriate intervals. The areas of responsibility for risk management are set out in Group guidelines.
The Group Internal Audit department principally reviews, on behalf of the Board of Management, the following issues throughout the Company:
- adherence to directives, guidelines, and approval limits;
- asset security;
- organization and processes with respect to efficiency, effectiveness and propriety;
- functionality and reliability of the risk management system and
- reliability of reporting.
Erklärung zur Unternehmensführung nach § 289f Abs. 4 HGB
Festlegungen nach Maßgabe des Gesetzes für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen und Angaben zu Mindestanteilen im Aufsichtsrat
In Übereinstimmung mit dem Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst vom April 2015 hatte die Gesellschaft Zielgrößen für den Frauenanteil im Aufsichtsrat, in der Geschäftsführung und den nachfolgenden Führungsebenen und deren Umsetzungsfrist festgelegt.
Die Gesellschafter hatten zunächst für den Frauenanteil im Aufsichtsrat der SGL Carbon GmbH als Zielgröße einen Anteil von rund 33% bis zum 31.12.2019, für den Frauenanteil in der Geschäftsführung als Zielgröße einen Anteil von 0% bis zum 31.12.2019 festgesetzt. Des Weiteren hatten die Geschäftsführer für den Frauenanteil in der Führungsebene der SGL Carbon GmbH unterhalb der Geschäftsführung bis zum 31.12.2019 eine Quote von mindestens 15,38% beschlossen. Die Festlegung einer Frauenquote für eine zweite Führungsebene unterhalb der Geschäftsführung ist bei der Gesellschaft nicht möglich, da es bei der SGL Carbon GmbH als nachgeordnete Konzerngesellschaft mit ihrer flachen Führungsstruktur nur eine relevante Führungsebene (mit relevanter Personal- und Führungskompetenz) unterhalb der Geschäftsführung gibt. Diese Zielgrößen für die Besetzung des Aufsichtsrats, der Geschäftsführung und der Führungsebene unterhalb der Geschäftsführung zum 31.12.2019 wurden erreicht, zu diesem Tag betrug der Frauenanteil im Aufsichtsrat der SGL Carbon GmbH rund 33%, in der Geschäftsführung 0% und in der Führungsebene unterhalb der Geschäftsführung 18,18%.
Mit Abschluss der zum 31.12.2019 endenden Periode haben die Gesellschafter und die Geschäftsführung Zielgrößen für den Folgezeitraum beschlossen. Insoweit haben die Gesellschafter für den Frauenanteil im Aufsichtsrat der SGL Carbon GmbH als Zielgröße wieder einen Anteil von rund 33% bis zum 31.12.2022 (Frauenanteil bei der Beschlussfassung: rund 33%) und für die Geschäftsführung als Zielgröße wieder einen Anteil von 0% bis zum 31.12.2022 festgesetzt (Frauenanteil bei der Beschlussfassung: 0%). Die Geschäftsführung der Gesellschaft hat als Zielgröße für den Frauenanteil in der Führungsebene der SGL Carbon GmbH unterhalb der Geschäftsführung eine Quote bis zum 31.12.2022 von mindestens 18,18% beschlossen (Frauenanteil bei der Beschlussfassung: 18,18%). Die Festlegung einer Frauenquote für eine zweite Führungsebene unterhalb der Geschäftsführung war bei der Gesellschaft nicht möglich, da es bei der SGL Carbon GmbH als nachgeordneter Konzerngesellschaft mit ihrer flachen Führungsstruktur nur eine relevante Führungsebene (mit relevanter Personal- und Führungskompetenz) unterhalb der Geschäftsführung gibt.
SGL Carbon GmbH