1. Declaration of conformity pursuant to section 161 (1) AktG
Section 161 (1) of the German Stock Corporation Act (AktG) requires the management board and supervisory board of a publicly listed company to issue an annual declaration stating that the company has complied with, and intends to comply with, the recommendations in the prevailing version of the German Corporate Governance Code (‘Code’) or stating the recommendations with which it has not complied or does not intend to comply, and the reasons why.
The Executive Board and Supervisory Board submitted the Company’s previous declaration of conformity on December 2 / 19, 2019.
Both decision-making bodies again considered the recommendations of the prevailing versions of the Code in detail and, on December 17, 2020, issued the following declaration of conformity for KION GROUP AG as required by section 161 (1) AktG:
Since issuing the last declaration of conformity in December 2019, KION GROUP AG has complied with all but one of the recommendations of the German Corporate Governance Code as amended on February 7, 2017 (the ‘2017 Code’).
In derogation of section 3.8 (3) of the 2017 Code, the articles of association of KION GROUP AG do not provide for a deductible for members of the Supervisory Board under D&O insurance. The Company believes that such an excess is not typical at international level and would therefore make it considerably more difficult to find independent candidates for the Supervisory Board, in particular candidates from outside Germany.
KION GROUP AG intends to comply with all but two of the recommendations of the German Corporate Governance Code as amended on December 16, 2019 (the ‘2020 Code’) in the future.
With regard to recommendation B.3 of the 2020 Code, the Supervisory Board will determine the duration of initial appointments of members of the Executive Board on a case-by-case basis and in the Company’s best interests.
In deviation from recommendation G.10 sentence 2 of the 2020 Code, the remuneration system for the Executive Board of KION GROUP AG will provide that the respective member of the Executive Board will have access to the granted long-term variable remuneration components after only three years. The Company believes that the uniformity of the remuneration system for members of the Executive Board with the remuneration system for the Company’s managers should be maintained and the term should be consistent with the initial appointment period of a member of the Executive Board of three years.
Furthermore, the Company assumes that recommendation C.4 of the 2020 Code is complied with, since all members of the Supervisory Board do not hold more than five supervisory board mandates at non-group listed companies. Although Jiang Kui in principle holds six supervisory board mandates at listed companies, three of these mandates (KION GROUP AG, Weichai Power Co., Ltd., and Power Solutions International, Inc.) are considered by the Company to be intra-group mandates within the meaning of recommendation C.4 of the 2020 Code, as they belong to the Weichai Group.
Frankfurt am Main, December 17, 2020
For the Executive Board:
For the Supervisory Board:
Dr. Michael Macht
The declaration of conformity is permanently available to the public on the KION GROUP AG website at: www.kiongroup.com/conformity