Declaration on Corporate Governance
The Declaration on Corporate Governance (Sections 289f and 315d German Commercial Code) comprises the declaration of compliance, information on corporate governance practices and a description of the Board of Management and Supervisory Board procedures. Our aim is to present Dürr’s corporate governance principles as clearly and concisely as possible.
Declaration of compliance
The first draft of the German Corporate Governance Code was presented in February 2002. Since then the codex has been updated annually. The control committee German Corporate Governance, is responsible for formulating and further developing the code (www.corporate-governance-code.de).
The code is based on legal guidelines, above all from the German Stock Corporation Act (Aktiengesetz). It contains extensive recommendations for the cooperation of the Board of Management and Supervisory Board, for transparent communication with the capital market and for protecting the interests of shareholders.
- Further update on the declaration of compliance 202220 KB
- Update of the declaration of compliance 202264 KB
- Declaration of compliance 202267 KB
- Update of the declaration of compliance 202185 KB
- Declaration of compliance 202159 KB
- Declaration of compliance 2020501 KB
- Supplement to the declaration of compliance 2019815 KB
- Declaration of compliance 2019165 KB
- Declaration of compliance 2018161 KB
- Declaration of compliance 2017452 KB
- Declaration of compliance 2016476 KB
- Declaration of compliance 2015524 KB
- Declaration of compliance 2014501 KB
- Declaration of compliance 2013504 KB
- Declaration of compliance 2012526 KB
- Declaration of compliance 2011425 KB
- Declaration of compliance 2010460 KB
- Declaration of compliance 2009323 KB
- Declaration of compliance 2008990 KB
- Declaration of compliance 2007248 KB
- Declaration of compliance 2006427 KB
- Declaration of compliance 200566 KB
- Declaration of compliance 2004695 KB
- Declaration of compliance 2003215 KB
- Declaration of compliance 200227 KB
Corporate governance practices / Board of Management and Supervisory Board procedures
The structures for the management and supervision of Dürr AG are as follows (as of December 31, 2022, or see different date where applicable):
Shareholders and annual general meeting
Our shareholders exercise their rights at the annual general meeting. Dürr AG’s annual general meeting is held within the first five months of the fiscal year. As a rule, the annual general meeting is presided over by the Chair of the Supervisory Board. The annual general meeting resolves on all matters that are reserved for it by law (amendments to the articles of incorporation, appropriation of net profit, capital measures etc.).
The primary function of the Supervisory Board is to advise and supervise the Board of Management. Dürr AG’s Supervisory Board has equal employee and shareholder representation and consists of 12 members. Six members are elected by the shareholders at the annual general meeting and six members are elected by the employees.
Dürr’s Supervisory Board has formed four committees. They handle the preparations for certain types of business and the resolutions thereon, and supervise their implementation.
→ Members of the Supervisory Board and committees
→ Report of the Supervisory Board 2022 (4.0 MB)
Supervisory Board elections
As a rule, elections by employees are held every five years to appoint their representatives to the Supervisory Board; the most recent regular elections took place in 2016. In 2021, the employee representatives were initially appointed by court because it was not possible to hold the mandatory in-person elections due to the pandemic. Shareholders elect their representatives to the Supervisory Board at least once every five years. In 2021, these representatives were, for the first time, elected for a term of four years. If a member of the Supervisory Board resigns before the end of his/her term of office, a successor will be appointed by court if no elected substitute member is available. Supervisory Board members appointed by court must stand for election at the next annual general meeting (shareholder representatives) or at the next election date (employee representatives).
Compensation for the Supervisory Board
The first link below takes you to the motion put to the vote at the 2022 annual general meeting on the compensation paid to the Supervisory Board members and the result of the vote. The second link refers to the explanations regarding the compensation for the Supervisory Board in 2022.
→ Motion and voting result for the compensation system at the 2022 AGM
→ Compensation report for the Supervisory Board
Rules of procedure and skills profile
The Supervisory Board adopts its → rules of procedure. It has also approved a → profile of skills and objectives for the composition of the Supervisory Board. The skills profile is reviewed every year and amended where necessary. It is designed to ensure that its members collectively fulfill the requirements for the proper performance of the Supervisory Board's work.
Among the skills needed are knowledge of the mechanical and plant engineering industry and our markets as well as knowledge in the fields of management, digitalization, leadership, accounting, controlling, risk management, compliance, sustainability, and corporate governance. It is not necessary for every member to have the same level of knowledge in all fields; rather, the different skills should complement each other. At least one member must have expertise in financial accounting and at least one other member must have expertise in auditing. The Chair of the Audit Committee must have specific knowledge in applying accounting principles and internal control procedures; he/she must be familiar with audits and be independent. Every Supervisory Board member must know the relevant legal standards, devote sufficient time, and continue to expand their knowledge. The Supervisory Board has created a → qualification matrix based on the skills profile. This is also reviewed on a regular basis and adjusted as required.
In terms of diversity, members are expected to have diverse professional and international experience; there must be a minimum quota of 30% of both men and women on the Supervisory Board, according to Section 96 (2) of the German Stock Corporation Act (AktG). Dürr meets this requirement. Further key points are an appropriate number of independent members, the avoidance of any conflicts of interest and, as a general rule, an age limit of 70 when being elected and a maximum term of office of 15 years; however, exceptions are possible due to the shareholder structure. In fact, as a member of the founding family, Prof. Dr. Dr. Dürr has been a member of the Supervisory Board since 2006. Apart from this restriction, the Supervisory Board, in its current composition, fulfills the requirements of the skills profile.
As a result of the ever-increasing importance of the Supervisory Board’s activities and the requirement for the Supervisory Board to build particularly in-depth expertise in individual areas too, the Supervisory Board has decided, in the interests of effective organization of the Supervisory Board’s activities, to designate individual Supervisory Board members as experts for particularly important and complex issues. These experts are responsible for working more closely and comprehensively with the issues they have been assigned and for bringing their expertise to the Supervisory Board and its committees. Due to its special importance for the Supervisory Board’s activities, it was decided that the first area that was to have such a designated expert was the area of sustainability (ESG – Environmental, Social, Governance). Dr. Anja Schuler has been appointed sustainability expert, effective January 1, 2023. Since taking on the role of such an expert involves additional time and workload, the Board of Management and the Supervisory Board deem appropriate an additional remuneration for such experts.
Supervisory Board meetings
The meetings of the Supervisory Board are attended by the members of the Board of Management, if the chair of the meeting so determines. Members of the Board of Management may be invited to attend committee meetings at the instigation of the relevant committee chair; the Board of Management reports on the individual agenda items and proposed resolutions, and answers questions raised by individual Supervisory Board members.
The members of the Supervisory Board receive an invitation and an overview of all agenda items two weeks before each meeting. One week before the meeting, the Supervisory Board finally receives reports and information on the individual items as well as detailed documentation on the motions on which resolutions are to be passed.
Prior to the Supervisory Board’s plenary meeting, preliminary talks are held separately between the employee representatives and between the shareholder representatives, at which the members of the Board of Management explain details and answer questions.
In the event of a tie in the voting, the Supervisory Board Chair has the casting vote in the second ballot.
The Supervisory Board can take particularly urgent resolutions by written circulation. This option is used relatively rarely.
Communication by the Supervisory Board
Every year, the Chair of the Supervisory Board explains the activities of the Supervisory Board and its committees in its report to the shareholders within the annual report and at the annual general meeting. The Chair of the Supervisory Board meets with relevant investors as requested to discuss issues relating to the Supervisory Board. If any discussions have been held, the Supervisory Board Chair informs the Board of Management and the shareholders about this in the Supervisory Board report.
The Chair of the Supervisory Board meets regularly with the Board of Management and discusses current issues with it. Between these meetings, the Board of Management keeps the Supervisory Board Chair informed of current developments verbally and in writing.
Independence of the shareholder representatives on the Supervisory Board
On the shareholder side, the Supervisory Board includes what the shareholder representatives consider to be an appropriate number of independent members, namely five. As a representative of the founding family, Prof. Dr. Dr. Dürr has been a member of the Supervisory Board since 2006. Her membership term thus exceeds the 12 years stipulated by the German Corporate Governance Code and by the Supervisory Board skills profile. The other shareholder representatives do not see any conflict in this and find it understandable that the founding family would like to represent its interests via a single Supervisory Board member.
Self-evaluation of the Supervisory Board – efficiency review
Every three years, the Supervisory Board uses a comprehensive questionnaire (consisting of around 40 questions) to review its activities, the organization and the conduct of meetings including their preparation, information provided by the Board of Management, and other aspects (self-evaluation or efficiency review according to Clause D.13 of the German Corporate Governance Code). The questionnaire must be completed by every Supervisory Board member, and the results are discussed anonymously in plenary session. Based on the outcome, the Supervisory Board then decides where and how procedures should be changed, or the Supervisory Board determines that no changes are required. The most recent review took place in the summer of 2021; the members agreed to further intensify training measures.
Deductible for D&O insurance
A D&O insurance policy has been in place for the members of the Supervisory Board, which – since January 1, 2018 – has provided for a deductible in the amount of 10% of the damage incurred, but up to a maximum of one and a half times the fixed annual compensation of the Supervisory Board member. Some Supervisory Board members insure this deductible at their own expense.
Board of Management
The Board of Management, as the executive body of a stock corporation, manages the company’s affairs and, under the requirements of stock corporation law, is committed to the company’s interests and bound by the principles of company policy. It reports regularly, promptly, and comprehensively to the Supervisory Board about all essential issues of business development and corporate strategy, and about potential risks.
The heads of the divisions report to the Board of Management and have global responsibility for the results of their respective division.
At the divisional level, the Dürr Management Board performs steering functions. This board consists of the members of the Board of Management of Dürr AG, Dürr Systems AG and HOMAG Group AG as well as the Group division heads. At Group level, the Senior Executive Group (including the managing directors of the operating companies) and the broader Senior Management Group constitute the international management teams.
Appointment of Board of Management members
In accordance with Article 6 of Dürr AG’s articles of incorporation, the Supervisory Board appoints the members of the Board of Management. The Supervisory Board determines the number of members of the Board of Management (at least two according to the articles of incorporation) and decides whether a chair is to be appointed; it appoints the members and chair and decides whether deputy members or a deputy chair are to be appointed. In its deliberations, the Supervisory Board also pays attention to diversity and strives in particular to give appropriate consideration to the representation of women. Following its resolution dated December 16, 2015, the Supervisory Board has set the age limit for members of the Board of Management at 63; this may be deviated from in justified exceptional cases. The Supervisory Board issues → rules of procedure for the Board of Management, which contain a list of transactions requiring its approval and a schedule of responsibilities.
Compensation for the Board of Management
The following link refers to the explanations regarding the compensation paid to the Board of Management in 2022.
→ Motion and voting result for the compensation system at the 2022 annual general meeting
→ Compensation report for the Board of Management
Composition of the Board of Management
The CEO of Dürr AG and the other members of the Board of Management jointly conduct the operating business. The CFO is also responsible for other functions defined in the schedule of responsibilities.
The schedule of responsibilities contained in the following table was in place during the 2022 fiscal year.
Responsibilities within the Board of Management from January 1, 2022, to July 31, 2022
|Dr. Jochen Weyrauch|
Responsibilities within the Board of Management since August 1, 2022
|Dr. Jochen Weyrauch|
Succession planning for the Board of Management
The Supervisory Board regularly discusses the long-term succession planning for the Board of Management members and in particular for the CEO. In doing so, it receives advice and specific proposals from the Personnel Committee, which discusses individual aspects in more detail. Proposals are generally considered in the absence of the Board of Management, but individual issues are discussed jointly with the Board of Management.
A further pillar of succession planning is the People Development Process, which resides in the Human Resources department. Within the framework of this process, high potentials are defined and developed so that candidates for internal succession are also available and proposed by the Board of Management.
Dürr AG places great value on providing information uniformly, comprehensively, and promptly. It reports on Dürr AG’s business situation and results in the annual half-yearly reports, in interim reports as well as during press conferences and conference calls.
Information is also published through ad-hoc announcements and press releases. All news, presentations, and announcements are available to view on our website under Investors/Media.
When required, Dürr AG must draw up an insider list, according to the Market Abuse Regulation (MAR). The individuals concerned are informed about the statutory duties and penalties.
We publish managers’ transactions, i.e. securities transactions that must be reported pursuant to Article 19 of the MAR, as soon as the company is notified. An overview is available at www.durr-group.com under Investors/Corporate Governance.
As at December 31, 2022, the members of the Supervisory Board held 0.12% of the shares of Dürr AG. As at the same date, the members of the Board of Management held 0.06% of the shares; there were some minor changes in the shareholdings due to additional purchases by individual members of the Board of Management.
Parts of the long-term compensation are linked to a minimum shareholding requirement for the members of the Board of Management. An overview of the current shareholder structure can be found → here.
Financial accounting and independent audit
The consolidated financial statements have been prepared in accordance with IFRS standards since the 2003 fiscal year. Once prepared by the Board of Management, the consolidated financial statements are audited by the external auditor and adopted by the Supervisory Board. The consolidated financial statements are published within 90 days after the end of the fiscal year.
It has been agreed with the external auditor that the Chair of the Supervisory Board and/or the Chair of the Audit Committee will be informed immediately about any grounds for exclusion or exemption and any inaccuracies in the declaration of compliance arising in the course of the audit. The external auditor reports to the Chair of the Supervisory Board immediately about all issues and events arising in the course of the audit relevant for the Supervisory Board’s duties.
Performance indicators and control system
Dürr has defined value-oriented performance targets to back up its strategic goals. EBIT, operating cash flow, free cash flow, and ROCE are the key performance indicators for managing the company and the divisions.
The auditing department of Dürr AG is responsible for internal audits. Within the divisions, the regular control function is performed primarily by the controlling departments and by the named risk managers appointed. Our risk management process consists of nine steps. The most important step is the so-called risk inventory, for which the management of the respective operating units is responsible. Here, the individual risks are first identified and assigned to the 16 defined risk fields. Based on this, the risks are then evaluated according to standard criteria with the aid of so-called risk structure spreadsheets. The factors assessed are: maximum possible loss, i.e. the maximum impact on EBIT or equity that can result from a risk in the following 24 months; the probability of occurrence; and the effectiveness of possible countermeasures. The end result of this review is the so-called net risk or actual risk potential. The aggregate of all the individual risk potentials represents the overall risk situation for the Group. Interdependencies between the key individual risks and between the net risks of the 16 risk fields are analyzed and included in the overall risk potential. This can then be segmented according to specific risks in the five divisions and according to aggregate risks at Group level. After that, the overall risk potential is measured against the risk-bearing capacity. The risk-bearing capacity is based on the expected liquidity of the next two years. If the overall risk potential exceeds a certain threshold, the Board of Management is informed in order to initiate risk-reducing measures as soon as possible. If the overall risk potential exceeds the risk-bearing capacity, this represents a threat to the continued existence of the company.
The satisfaction of our employees is a top priority for us. All employees have the right to be treated fairly, politely, and respectfully. Discrimination or harassment are not acceptable at any of our locations. No form of discrimination is tolerated at the Dürr Group, be it on grounds of gender, age, religion, disease, background, skin color, sexual orientation or for any other reason. We ensure diversity when hiring staff at any level within the Group. In doing so, we aim to give adequate consideration to women, including in managerial positions. For us as an international group, having a broad-minded and multifaceted perspective is a key factor in our economic success. We therefore promote collaboration – across national boundaries, between different generations, and by providing equal opportunities for all genders.
Diversity is one of the five basic values of our leadership model. These values are used to measure and assess the leadership behavior of all our managers.
At the Dürr Group we offer a number of different training courses and seminars with a focus on intercultural diversity. In addition, many international training events support our open-minded approach to diversity. As part of our so-called social budget, we provide funds for the continuous improvement of working conditions. This is a regular topic of discussion between the employee representatives and the Board of Management. We promote equal opportunities through various working time models, which meet the individual needs of our employees. In addition, we promote internal communication through various presentations and workshops on topics such as equal opportunities, religion, zeitgeist, and lifestyle, which are also the subject of controversial debate in our society.
The Supervisory Board supports the Group's diversity strategy. When selecting members for the Board of Management, criteria such as technical and social skills, international experience, and character traits are of prime importance. The gender, nationality, or entry age of a candidate – apart from the age limit – do not constitute decisive factors. When filling the positions on the Board of Management, emphasis is also placed on a balanced age structure, bearing in mind that the age limit is 63. The minimum educational background should be a university degree or equivalent qualification. The members of the Board of Management should have long-term experience in comparable positions and sectors relevant to Dürr. The Supervisory Board believes that the current members of the Board of Management meet the criteria described above.
Targets and implementation of women’s quotas
We have fulfilled the current legal requirements at Dürr AG as detailed below:
- Since the 2016 elections, the Supervisory Board of Dürr AG has had four female members. This corresponds to a women's quota of 33%, which fulfills the 30% minimum quota required by law.
- The Board of Management of Dürr AG consists of two men. In its resolution adopted on May 13, 2022, the Supervisory Board formulated the target of appointing a woman to the Board of Management by June 30, 2027, at the latest. In 2022, the Supervisory Board carefully considered the option of expanding the Board of Management but found no need to do so. The Supervisory Board will continue to review this option going forward. If it resolves to expand the Board of Management in the future or if a successor for an existing member needs to be appointed, the Supervisory Board will favor the appointment of a woman provided that the requirements in terms of qualification and personality are met. Until the current Supervisory Board resolution became effective, the corresponding resolution adopted in 2017 applied. This did not contain a target for increasing the proportion of women on the Board of Management since no new appointments were envisaged at the time and the service contracts of the Board of Management members had relatively long terms.
- The Board of Management’s resolution adopted on June 2, 2022 sets out that, going forward, one woman is to be part of the first senior management level below the Board of Management, and two women are to be part of the second level. The deadline for achieving these targets is June 30, 2027. As of December 31, 2022, there were no women at these first or second senior management levels. The previous resolution adopted by the Board of Management in 2017 had set the targets for the proportion of women in senior management positions at 0% for the first level and 20% for the second level below the Board of Management. The deadline for achieving those targets was June 30, 2022. At that time, the first senior management level below the Board of Management consisted of ten men and no women, while the second level comprised eight men and one woman. When considering our target achievement, account must be taken of the fact that Dürr AG, being a management holding company, has a relatively small number of employees and senior managers. Consequently, a single personnel change can be equivalent to a change of over 10 percentage points. Going forward, when selecting candidates for senior management positions, we will focus more keenly on the targeted appointment of women in order to achieve our goals.
Disclosures concerning takeovers
|Disclosures pursuant to Sections 289a and 315a of the German Commercial Code (HGB)|
|Structure of subscribed capital||Dürr AG’s subscribed capital is divided into 69,202,080 no-par value bearer shares with full voting rights. The rights and obligations associated with the shares are regulated by the German Stock Corporation Act (AktG). In September 2020 Dürr AG issued an unsubordinated, unsecured convertible bond with a volume of €150 million, maturing on January 15, 2026. Under certain conditions, this convertible bond can be converted into 4,512,418 new no-par value ordinary shares in Dürr AG.|
|Restrictions on voting rights/transfer of shares and related agreements||The Board of Management is not aware of any agreements by shareholders of Dürr AG which contain restrictions relating to voting rights or the transfer of shares. Legal voting right limitations exist, for example, pursuant to Section 44 (1) (breach of disclosure obligations) of the German Securities Trading Act (WpHG) as well as Section 71b (rights attaching to treasury shares of stock) and Section 136 (1) (exclusion of voting rights in the event of certain conflicts of interest) of the German Stock Corporation Act (AktG).|
|Direct or indirect shareholdings that exceed 10%||Heinz Dürr GmbH, Berlin, holds 26.2% of Dürr AG’s capital stock (as of December 31, 2022).|
|Shares conferring special rights||There are no shares in Dürr AG that confer special rights.|
|Control of voting rights if employees hold stock ownership plans and control rights are not directly exercised||There are no employee stock ownership plans where the control rights are not directly exercised by the employees.|
|Rules governing the appointment and replacement of members of the Board of Management||The applicable statutory rules are set out in Sections 84 and 85 of the German Stock Corporation Act (AktG) and in Section 31 of the German Co-determination Act (MitbestG). Dürr AG’s Articles of Incorporation do not contain any provisions that diverge from the statutory rules. Article 6 (1) of the Articles of Incorporation states additionally that the Board of Management consists of at least two members and that the appointment of deputy members of the Board of Management is admissible. Article 6 (2) states that the Supervisory Board may appoint one member of the Board of Management to be the Chair of the Board of Management and another member of the Board of Management to be the Deputy Chair.|
|Rules governing amendment of the Articles of Incorporation||Any changes in the Articles of Incorporation are adopted by way of resolution at the Annual General Meeting. Unless otherwise mandatorily specified in the German Stock Corporation Act, the resolution is passed in accordance with Article 20 (1) of the Articles of Incorporation by a simple majority of the votes cast and — where a majority of the capital represented in the voting is required — by a simple majority of the capital stock represented in the voting. In accordance with Article 14 (4) of the Articles of Incorporation, the Supervisory Board is authorized to carry out amendments to the Articles of Incorporation which relate only to the wording. Pursuant to Article 4 (4) and Article 5 of the Articles of Incorporation, the Supervisory Board is authorized upon utilization of the conditional or authorized capital to amend the wording of the Articles of Incorporation to reflect the extent of the utilization.|
|Powers of the Board of Management to issue or buy back shares||Information on this point may be found in Item 27 in the notes to the consolidated financial statements.|
|Agreements in the event of a change of control following a takeover bid||Schuldschein loan:|
In the event of a change of control, the lenders have the right, according to the terms of our Schuldschein loan agreement, to demand redemption of the Schuldschein loan. A change of control occurs if one person (or a majority of persons acting in concert) hold more than 50% of the shares, can control more than 50% of the voting rights and/or the company’s course of business, and/or has the power to appoint more than 50% of the members of the Board of Management. The lender of the Schuldschein loan has the right to demand redemption within 30 days of the notification of the change of control by the borrower. Redemption shall be due by the next interest payment date.
In accordance with the terms of our syndicated loan agreement, no additional cash drawings or applications for guarantees may be made in the event of a change of control. In addition, any lender has the right to terminate its credit commitments, which could result in the syndicated loan having to be repaid in part or even in full. The agent representing the interests of the banking syndicate must be informed about a change of control immediately after it becomes known. A change of control occurs if in total, directly or indirectly, more than 50% of the voting rights in Dürr AG are held or controlled by one or more persons who have come to an accord on the exercise of voting rights or who collaborate in some other manner with the aim of achieving a permanent and substantial change in the business focus of Dürr AG.
In the event of a takeover bid or a change of control, the terms of the convertible bond entitle bondholders to exercise their conversion right at the adjusted conversion price (as defined in the terms of the convertible bond) within a certain period of time. A change of control occurs if an acquisition of control takes place or a mandatory offer is published in accordance with Section 35 (2) (1), Section 14 (2) (1) of the German Securities Acquisition and Takeover Act (WpÜG). An acquisition of control has occurred if one or several specific persons acquire the direct or indirect, legal and/or economic ownership of ordinary shares (Section 29 (2), Section 30 of the German Securities Acquisition and Takeover Act (WpÜG)) in Dürr AG, which together grant 30% or more of the voting rights. Furthermore, in the event of an acquisition of control or a transferring merger (Section 2 or Section 122a of the German Reorganization Act (UmwG)), the bond can be terminated (early) by a bondholder in accordance with the terms defined in more detail in the terms of the convertible bond.
|Agreements providing for compensation in the event of takeover bids||There are no agreements providing for compensation in the event of takeover bids.|