CORPORATE GOVERNANCE DECLARATION

The Corporate Governance Declaration pursuant to Section 315d and Section 289f of the German Commercial Code includes the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), relevant disclosures on corporate governance practices, a description of the working methods of the Management Board and Supervisory Board, as well as targets for its composition and the progress made in achieving these targets. Furthermore, information on the Annual General Meeting, remuneration of board members and their shareholdings as well as directors' dealings is included. In addition, targets relating to the proportion of women and compliance with them, information on succession planning for the Management Board, and the Supervisory Board's self-assessment are described in this document.

The remuneration report for fiscal year 2023 and the auditor's report pursuant to Section 162 AktG, the applicable remuneration system pursuant to Section 87a (1) and (2) sentence 1 AktG and the latest remuneration resolution pursuant to Section 113 (3) AktG can be found on the following website after publication:
https://www.ohb.de/en/corporate-governance/remuneration

Declaration of Conformity

The Declaration of Conformity with the German Corporate Governance Code can be found on the following website:
https://www.ohb.de/en/corporate-governance/declaration-of-conformity

 

Information on corporate governance practices

As the Group's parent company, OHB SE assumes the function of an active holding company for the OHB Group. The operating business is primarily conducted by domestic and foreign subsidiaries and participations. Compliance with corporate governance requirements is ensured by means of Group directives, internal guidelines and rules contained in the bylaws and business instructions of the subsidiaries and participations. The major operating subsidiaries also have their own Supervisory or Advisory Board, which monitors and advises the respective management.

The Code of Conduct is our basis for good corporate governance. It contains minimum standards which are binding for all employees and every executive body of the OHB Group worldwide. Ten principles have been formulated to concretize:

  • We are aware of the prerequisites for long-term and sustainable corporate success.
  • We comply with applicable law at local, national and international level.
  • We pay attention to responsible corporate governance.
  • We encourage our employees to raise issues openly and without fear of reprisal. Employees who in good faith raise concerns about matters within the company must not suffer any disadvantages as a result.
  • We treat each other with respect and trust. We provide a working environment that is free of discrimination.
  • We promote the qualifications and competence as well as the commitment and performance of all employees.
  • Everyone has the right to freely express their opinion on matters concerning the company.
  • We disclose potential or actual conflicts of interest and resolve them as quickly as possible.
  • We handle company property or other company assets responsibly.
  • We observe national and international regulations for the import and export of goods and services.

Further principles relate to dealings with business partners and third parties, the handling of information and the treatment of people and the environment.

In addition, there are further external and internal provisions that form the basic structure for the organization of responsible, transparent, and value-oriented corporate governance. These include, in particular, statutory requirements, the recommendations of the German Corporate Governance Code, the Rules of Procedure and Articles of Association of the Supervisory Board and the Management Board respectively, as well as guidelines and values.

In addition, OHB SE is managed in accordance with sustainability and diversity principles.

Sustainability approach

OHB is committed to making a contribution to sustainable economic development. We are aware of our corporate responsibility and wish to preserve the basis of life and the opportunities for future generations. In doing so, we use space to find answers to the complex questions of our time.

In organizational terms, sustainability management is assigned to OHB SE's Management Board. In this way, OHB underscores the strategic importance of sustainability for its corporate identity and manages its practical implementation from the highest level.

The guiding principle of sustainability, which is underpinned by integrated sustainability management, forms an integral part of the corporate strategy and summarizes OHB’s principles of corporate responsibility, which are in line with the aspiration of sustainable management:

  • We think in an integrated and future-looking way, taking ethical, social and ecological issues into account.
  • We are actively working to make our Company and our products more sustainable.
  • We respect the uniqueness of space and are committed to sustainability also in space.
  • We use our knowledge from space to develop sustainability solutions and thus enable the sustainability of others.

Further information can be found in the latest sustainability report:
https://www.ohb.de/en/investor-relations/publications/sustainability-reports

 

Diversity Principles

The Management Board and Supervisory Board are expressly committed to diversity throughout the OHB Group.

Accordingly, diversity means:

  • Appreciation and respect for the uniqueness of each individual with their particular skills and talents,
  • Equality and fairness of opportunity at all levels,
  • Avoidance of any form of discrimination, and
  • Conviction that diversity promotes creativity and innovation. Thus, it represents both an enrichment of the corporate culture and a success factor for achieving strategic goals.

In today's society, which is strongly influenced by demographic change, the OHB Group regards diversity as an indispensable pillar of our corporate culture. For this reason, we want to value and foster the individual skills, competencies, and talents of our employees. After all, our potential for continuous improvement lies in the diversity of our workforce. We see diversity as a benefit for the company, for all employees and for society. It is the bond that strengthens our ties to our employees, motivates us as a team, and reinforces our cohesion.

Working methods of the Management Board and Supervisory Board

Management Board

The Management Board shall manage the Company on its own responsibility.

The members of the Management Board shall conduct the business of the Company in accordance with the law, the Articles of Association, the Rules of Procedure for the Management Board issued by the Supervisory Board, their Management Board contract, the Management Board resolutions, and other general corporate rules. The Chief Executive Officer coordinates the work of the Members of the Management Board.

Information on the composition of the Management Board can be found on the following website:
https://www.ohb.de/en/corporate/management-board

Their management authority is regulated in detail by the Managements Board’s schedule of responsibilities. In accordance with the provisions of the schedule of responsibilities, each member of the Management Board assumes responsibility for the content of a defined department. Irrespective of this, the Members of the Management Board are jointly responsible for the management of the Company. Resolutions of the Management Board are primarily adopted at Management Board meetings, but also by written procedure or other means of communication.

Supervisory Board

The Supervisory Board appoints, monitors and advises the Management Board and is directly involved in decisions of fundamental importance to the Company. The Supervisory Board carries out its activities in accordance with the statutory provisions, the Articles of Association, the Rules of Procedure for the Supervisory Board and its resolutions. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board. In accordance with the Articles of Association, it consists of five members.

Resolutions of the Supervisory Board are primarily adopted at Supervisory Board meetings, but also by written procedure or other means of communication. The Supervisory Board held ten meetings in 2023.

Committees of the Supervisory Board

OHB SE's Supervisory Board has delegated individual tasks to three committees, which prepare and discuss them in detail for the Supervisory Board. The Personnel Committee, the Audit Committee and the ESG, Corporate Governance and Nomination Committee each comprise three members of the Supervisory Board.

Further information can be found on the following website:
https://www.ohb.de/en/corporate/supervisory-board

Self-assessment of the Supervisory Board

In the fourth quarter of 2022, the members of the Supervisory Board conducted a self-assessment of their Supervisory Board activities and committee work. The self-assessment was initially carried out using a matrix specifically developed for this purpose, with the help of which individual aspects of the Supervisory Board's activities were scrutinized. At the meeting of the ESG, Corporate Governance and Nomination Committee on November 30, 2023 and the Supervisory Board meeting on December 1, 2023, the Supervisory Board intensively discussed the individual results of the self-assessment and drew a constructive conclusion for the future work of the Supervisory Board.

Cooperation between the Management Board and the Supervisory Board

The Management Board informs the Supervisory Board regularly and comprehensively about order intake, total revenues, earnings and capacity utilization at OHB SE, the Group and the individual business segments. In addition, it reports to the Supervisory Board on an ongoing basis on corporate planning, strategic development, material investment projects and the Company's risk situation.

Diversity concept for the Management Board and Supervisory Board

Succession planning

OHB considers the diversity of its Management Board and Supervisory Board to be a guarantee of successful corporate governance. Diversity is to be reflected above all in the variety of individual backgrounds and qualifications of the members as well as in the representation of women and men on both boards. The central objective in appointing members to the boards was and is to combine established industry expertise in the space business and relevant management experience in the corporate environment.

In addition to the targeted recruitment of interesting profiles from outside the company, particular attention is paid to the systematic development of a pool of candidates from within the management circles of the Group companies. The "Generation Change in Key Positions" project initiated in 2020 on behalf of the Supervisory Board is intended to ensure the targeted preparation of internal young talent for Management Board and Supervisory Board positions. In the composition of the group of participants, central importance is again attributed to the criteria of gender and qualification diversity. In addition, international experience, the greatest possible professional diversity and an increase in age diversity are of great importance to us. As part of this project, the Supervisory Board of OHB SE, under the leadership of its chairman, is subject to regular progress reports and an assessment of the composition of the OHB Group's key positions.

Objectives for the composition of the Supervisory Board

OHB SE aims to ensure that the composition of the Supervisory Board considers the above-mentioned diversity criteria and has formulated the following targets regarding the composition of the Supervisory Board. The members of the Supervisory Board as a whole and not each member individually should have the following competencies:

  • Expertise in the aerospace industry with a focus on space technology.
  • Several years of international practical experience in industry and public organizations/agencies
  • In-depth, long-standing knowledge in the areas of finance, accounting, bookkeeping and administration
  • In-depth, long-standing knowledge in the areas of sustainability management and ESG.

In addition, the diversity concept is to be taken into account, in particular with the aim of avoiding an exclusively heterogeneous composition of the Supervisory Board. In addition, a combination of members from the technical and the commercial area is intended.

Progress in achieving the objectives

With the Chairman of the Supervisory Board Robert Wethmar, partner in an international law firm, Christa Fuchs, founder of OHB System AG and long-time commercial director, and Dr. Hans Königsmann, long-time Vice President at the US space company Space Exploration Technologies Corp. (SpaceX), the desired diversity in terms of gender, expertise and international experience was achieved to a high degree. Ingo Kramer, long-time managing director of the family-owned company Kramer GmbH & Co. KG with many years of cross-industry experience as a managing partner and his active membership in business and political organizations, and Raimund Wulf, with his decades of capital market experience in various banks, round off the competence profile of the Supervisory Board with their extensive commercial experience.

In the opinion of the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is three. In the past fiscal year, the Supervisory Board consisted of the following independent shareholder representatives: Robert Wethmar, Ingo Kramer and Dr. Hans Königsmann.

Act for the equal participation of women and men in management positions in the private and public sectors

The Act on the Equal Participation of Women and Men in Management Positions has been in force in Germany since May 1, 2015. Its key provisions have also been incorporated into the German Corporate Governance Code. Listed companies and companies subject to co-determination are required to set themselves targets with regard to the proportion of women on their Management Boards and on their top two management levels below the Management Board and to publish these independently defined targets together with a deadline for achieving them.

OHB SE's Supervisory Board adopted the following resolution to this effect at its meeting on December 15, 2022: The Supervisory Board of OHB SE sets the target for the proportion of women on the Company's Supervisory Board at 25 % and on the Company's Management Board at 20 %. These targets are to apply until December 31, 2024. At 20 %, the ratio achieved on the Supervisory Board at the end of the year does not meet the target set for the 2023 fiscal year due to the expansion of the Supervisory Board during the year 2022. The ratio achieved on the Management Board exceeded the target set for the fiscal year and has been at 20 % since January 1, 2022.

On February 14, 2023, the Management Board resolved to set the target figures for the first level below the Management Board at 30 % and for the second level at 40 %. These targets are to apply until December 31, 2024. These targets were met in the past fiscal year.

Annual General Meeting

OHB SE's shareholders exercise their co-determination and control rights at the Annual General Meeting, which is held at least once a year. This resolves on all matters determined by law with binding effect for all shareholders and the Company. Each share entitles the holder to one vote. Every shareholder who registers in good time is entitled to attend the Annual General Meeting. Shareholders who are unable to attend in person may have their voting rights exercised by a bank, a shareholders' association, the proxies appointed by OHB who are bound by instructions or any other proxy of their choice.

In the run-up to the Annual General Meeting, shareholders are provided with comprehensive information on the past fiscal year and the individual items on the agenda of the upcoming Annual General Meeting in the annual report, which is also available on our website, and in the invitation to the Annual General Meeting.

All documents and information on the Annual General Meeting and the annual report are available at the following address:
https://www.ohb.de/en/investor-relations/general-meeting

Shareholdings of the Management Board and Supervisory Board

At the balance sheet date of December 31, 2023, the following persons held

  • Dr. Lutz Bertling, Member of the Management Board, 50,000 shares,
  • Daniela Schmidt, Member of the Management Board, 600 shares,
  • Fuchs - Familienstiftung, of which Marco Fuchs (Chairman) and Christa Fuchs (Member) are Members of the Board of Directors, 7,448,550 shares, and
  • VOLPAIA Beteiligungs-GmbH, in which the Fuchs - Familienstiftung holds an 80 % stake, 3,730,170 shares.


Directors‘ Dealings

In the reporting year 2023, Daniela Schmidt received an allocation of 300 shares as a compensation component as part of the Management Board compensation. No securities transactions were carried out by the other members of the Management Board and Supervisory Board or related legal entities.