Management and control

Corporate governance

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 of the German Stock Corporation Act (AktG), which was issued by the Executive Board and Supervisory Board of KION GROUP AG on 14/17 December 2015, 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.

The essential features of the remuneration system are described in the remuneration report, which is part of the 2015 group 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 [45]).

Disclosures relevant to acquisitions

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 this annual report.

Executive Board

The Executive Board of KION GROUP AG is responsible for the operational management of the KION Group. At the end of 2015 it had four members. There were a number of personnel changes in the year under review. With effect from 15 January 2015, Gordon Riske, in addition to his role as KION Group CEO, took over as CEO of the two brand companies Linde Material Handling GmbH and STILL GmbH from the two departing Executive Board members Bert-Jan Knoef and Theodor Maurer and also assumed responsibility for quality. At the same time, CFO Dr Thomas Toepfer took charge of facility management/health, safety & environment and logistics/Urban. Dr Eike Böhm was appointed to the Executive Board with effect from 1 August 2015, where he holds the newly created post of Chief Technology Officer (CTO).

As at 31 December 2015 the responsibilities of the Executive Board members were as follows:

  • Gordon Riske is Chief Executive Officer (CEO) and his responsibilities include strategy/business development, corporate communications, the corporate office, internal audit, compliance, KION Warehouse Systems, the North America region and the South America region. He is also CEO of the two brand companies Linde Material Handling GmbH and STILL GmbH.
  • Dr Thomas Toepfer is Chief Financial Officer (CFO) and his responsibilities include accounting, tax, financial services, corporate finance, investor relations, M&A, controlling, HR/Labour Relations Director, legal affairs, IT, data protection, facility management/health, safety & environment and logistics/Urban.
  • Ching Pong Quek is Chief Asia Pacific Officer and heads up the KION Group’s entire Asia business.
  • Dr Eike Böhm, in his role as Chief Technology Officer (CTO), has groupwide responsibility for research and development (R&D), product strategy, production system, innovation, quality & operations and procurement.

In November 2015 the KION Group announced that it would be comprehensively reorganising its Group structure from 2016, with the aim of doing even more to meet the specific customer and market requirements of the world’s key regions while at the same time sharpening its focus on cross-brand synergies. This will result in changes in responsibilities at Executive Board level. CEO Gordon Riske will take charge of the Linde Material Handling EMEA, STILL EMEA and KION Americas units, while Chief Asia-Pacific Officer Ching Pong Quek is responsible for the KION APAC unit. Product strategy, R&D, innovation, production system, quality assurance and procurement have now been brought together in the newly created CTO organisation headed by Chief Technology Officer Dr Eike Böhm. Dr Thomas Toepfer will continue to be in charge of among other things accounting, financial services, corporate finance, investor relations, M&A, controlling and HR, IT and legal affairs. The new Group Executive Committee (GEC) will advise the Executive Board of KION GROUP AG and will integrate 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.

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 committees: the Nomination Committee, the Executive Committee, the Audit Committee and the Mediation Committee.

With effect from 1 January 2015 Silke Scheiber and Dr Martin Hintze stepped down from the Supervisory Board. At the Annual General Meeting on 12 May 2015, Birgit Behrendt and Xu Ping were elected in their place as new members of the Supervisory Board for the period up to the 2017 Annual General Meeting. Wolfgang Faden has been a shareholder representative on the Supervisory Board of KION GROUP AG since 1 August 2015. Johannes Huth stepped down from the Supervisory Board with effect from 31 July 2015. Hans-Peter Weiß resigned as a member of the Company’s Supervisory Board with effect from the end of 15 November 2015. The courts appointed Jörg Milla as his successor with effect from 16 November 2015. At its meeting in December, the Supervisory Board resolved to propose to the Annual General Meeting on 12 May 2016 that Dr Christina Reuter be elected to succeed Mr Faden on the Supervisory Board.