Management and control
The KION Group follows generally accepted standards of sound, responsible corporate governance. The German Corporate Governance Code (DCGK) provides the framework for management and control. As required by section 289f and section 315d of the German Commercial Code (HGB), the corporate governance standards that the Group applies are set out in the declaration on corporate governance. This declaration also contains the comply-or-explain statement pursuant to section 161 AktG, which was issued by the Executive Board and Supervisory Board of KION GROUP AG on 13 / 18 December 2017, and the corporate governance report pursuant to section 3.10 of the German Corporate Governance Code, which also provides information about the compliance standards in the Group. The declaration on corporate governance can be viewed and downloaded on the Company’s website. It also forms part of this annual report and is a component of the combined management report.
The essential features of the remuneration system are described in the remuneration report, which is part of the 2017 combined management report and can be found in the ‘Remuneration report’ section of this annual report. The total amounts for Executive Board remuneration and Supervisory Board remuneration are reported in the notes to the consolidated financial statements (note ).
Disclosures relevant to acquisitions
The disclosures relevant to acquisitions (pursuant to section 315a and section 289a HGB) together with the explanatory report form an integral part of the combined management report and can be found in the ‘Disclosures relevant to acquisitions’ section of this annual report.
A separately published sustainability report provides detailed information on the sustainable management of the KION Group. The report for the year under review contains, for the first time, the KION Group’s non-financial declaration as required under the German law to implement the corporate social responsibility (CSR) directive. The declaration focuses on targets, action steps and due diligence processes relating to the key environmental, social and employee-related aspects of the KION Group’s business model, the observation of human rights and the fight against corruption and bribery.
In accordance with the statutory disclosure deadlines defined in section 325 HGB, the KION Group publishes its annual sustainability report (including the non-financial report) by no later than the end of April each year on its website, where it will remain available for at least ten years.
The Executive Board of KION GROUP AG is responsible for the operational management of the KION Group. As before, it had four members at the end of 2017. As at 31 December 2017, the responsibilities of the Executive Board members were as follows:
- Gordon Riske, Chief Executive Officer (CEO), was responsible for the LMH EMEA and STILL EMEA Operating Units in the Industrial Trucks & Services segment and the Dematic Operating Unit. He also remained in charge of the following group functions: corporate strategy, corporate communications, corporate office, internal audit and corporate compliance. In addition, he took on responsibility for the Digitalization@KION initiative.
- Dr Eike Böhm, in his role as Chief Technology Officer (CTO), had groupwide responsibility for research and development (R&D) in the areas of industrial trucks and supply chain solutions including modules & components, for software development, procurement and quality.
- Ching Pong Quek, Chief Asia Pacific Officer, headed up the KION APAC Operating Unit and thus the entire Asia business within the Industrial Trucks & Services segment.
- Dr Thomas Toepfer was Chief Financial Officer (CFO) and his responsibilities included corporate accounting & tax, financial services, corporate finance, corporate controlling, corporate HR / Labour Relations Director, legal affairs, KION Group IT, data protection, health, safety & environment and logistics / Urban. He also took over responsibility from Mr Riske for the KION Americas Operating Unit in the Industrial Trucks & Services segment.
In November 2017, KION GROUP AG announced that Dr Thomas Toepfer would be leaving the Company on 31 March 2018 in order to take on a new role outside the KION Group.
The Group Executive Committee (GEC) advises the Executive Board of KION GROUP AG and provides input from the Operating Units. The committee comprises the Executive Board members as well as the presidents of the Operating Units.
The Executive Board maintains a relationship of trust with, and is monitored by, the Company’s Supervisory Board.
The Supervisory Board, which was formed in accordance with the German Codetermination Act (MitbestG), comprises 16 people. It advises the Executive Board in its handling of significant matters and business transactions. To increase the efficiency of its work, the Supervisory Board is supported by four standing committees: the Nomination Committee, the Executive Committee, the Audit Committee and the Mediation Committee.
The term of office of the members of the Supervisory Board ended at the Annual General Meeting on 11 May 2017. All of the existing shareholder representatives were re-elected by the Annual General Meeting for a further five years. Dr Frank Schepp and Stefan Casper were elected as employee representatives, replacing Holger Brandt and Joachim Hartig. At the constitutive meeting held after the Annual General Meeting, the Supervisory Board re-elected Dr John Feldmann as chairman.