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 289a 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 German Stock Corporation Act (AktG), which was issued by the Executive Board and Supervisory Board of KION GROUP AG on 19 December 2013, 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 (kiongroup.com/comply_statement). It also forms part of this annual report.

The essential features of the remuneration system are described in the remuneration report, which is part of the 2013 group management report and can be found in the remuneration report section of the annual report. The total amounts for Executive Board remuneration and Supervisory Board remuneration are reported in the notes to the consolidated financial statements (note [43]).

The disclosures relevant to acquisitions (pursuant to section 315 (4) HGB) together with the explanatory report form an integral part of the group management report and can be found in the Disclosures relevant to acquisitions section of the annual report.

Since 4 June 2013, the Executive Board of KION GROUP AG has been responsible for the operational management of the KION Group and is the successor to the Executive Board of the former KION GROUP GmbH. As at 31 December 2013, the responsibilities of the Executive Board members were allocated as follows:

Gordon Riske, Chief Executive Officer (CEO), is responsible, among other things, for the strategic management of the Group, communications, governance and compliance, internal audit, KION Warehouse Systems and the North and South America regions.

Dr Thomas Toepfer, Chief Financial Officer (CFO), is in charge of finance, the Financial Services (FS) segment, IT activities, mergers & acquisitions, investor relations, purchasing, human resources, legal affairs and data protection. He is also the Company’s Labour Relations Director.

Bert-Jan Knoef is CEO and Labour Relations Director of the brand company STILL GmbH. He oversees all cross-brand logistics activities and manages the intra-group logistics service provider, Urban.

Theodor Maurer is CEO and Labour Relations Director of the brand company Linde Material Handling GmbH and holds cross-brand responsibility for quality, facility management, health, safety and the environment.

Ching Pong Quek is Chief Asia Pacific Officer and heads up the KION Group’s entire Asia business.

Until his departure on 11 January 2013, Klaus Hofer was responsible for human resources, legal affairs, health & safety and internal audit. He was also the KION Group’s Labour Relations Director. His responsibilities were transferred to Gordon Riske, Dr Thomas Toepfer and Theodor Maurer.

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), was increased from twelve members to 16 members when the legal form of the Company was changed in advance of the IPO. On 5 June 2013, Hans Peter Ring and Tan Xuguang were elected as shareholder representatives. Hans Peter Ring qualifies as both an independent member within the meaning of clause 5.4.2 of the German Corporate Governance Code and as an independent member with expertise in the fields of accounting and auditing as required by section 100 (5) AktG. Denis Heljic and Özcan Pancarci were appointed as additional members representing the Company’s employees. Alexandra Schädler has been an employee representative since 2 October 2013. She replaced Dr Roland Köstler, who stepped down from the Supervisory Board on 1 October 2013. The composition of the Supervisory Board is presented in note [44] in the notes to the consolidated financial statements.

The Supervisory Board advises the Executive Board in its handling of significant matters and business transactions. In order to increase efficiency and meet the standards required for a publicly listed company, the Supervisory Board reformulated its committees at the end of May 2013. Consequently, the Mediation Committee pursuant to section 27 (3) MitbestG and the Audit Committee, which were already in existence, have been supplemented by the Nomination Committee and the Executive Committee. When the new members were appointed to the committees on 27 June 2013, Hans Peter Ring took over as chairman of the Audit Committee.

Before the IPO, the Supervisory Board signed new contracts of employment with all Executive Board members. At the same time, the term of CEO Gordon Riske’s new contract was extended until 2017.