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 AktG, which was issued by the Executive Board and Supervisory Board of KION GROUP AG on 14 December 2016, 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 2016 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 [45]).

The disclosures relevant to acquisitions (pursuant to section 315 (4) 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.

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 2016. In July 2016, the Supervisory Board of KION GROUP AG extended the appointment of Chief Executive Officer Gordon Riske by a further five years to 30 June 2022.

During the year under review, the responsibilities of the Executive Board members were adjusted to reflect changes to the Group’s structure. The steering of the Industrial Trucks & Services, Supply Chain and Corporate Services segments is the joint responsibility of the entire Executive Board. The segment Industrial Trucks & Services, following the acquisition of Dematic, encompasses activities relating to industrial trucks plus supporting financial services. The industrial truck business in the segment Industrial Trucks & Services is made up of four operating units – Linde Material Handling EMEA (LMH EMEA), STILL EMEA, KION Americas and KION APAC – in order to do even more to meet the specific customer and market requirements of the world’s key regions and to leverage cross-brand synergies. The KION Group’s second segment is now Supply Chain Solutions, which has been significantly strengthened by the arrival of Dematic and constitutes the fifth operating unit, Dematic, which also includes Egemin Automation and Retrotech.

As at 31 December 2016, the responsibilities of the Executive Board members were as follows:

• Gordon Riske, Chief Executive Officer (CEO), is responsible for the LMH EMEA, STILL EMEA, and KION Americas operating units in the Industrial Trucks & Services segment and the Dematic operating unit in the Supply Chain Solutions segment. He also remains in charge of the following group functions: corporate strategy, corporate communications, corporate office, internal audit, corporate compliance and KION Warehouse Systems.
• Dr Eike Böhm, in his role as Chief Technology Officer (CTO), has groupwide responsibility for research and development (R&D) and for product strategy, including innovation, the production system, quality & operations and purchasing.
• Ching Pong Quek, Chief Asia Pacific Officer, heads up the KION APAC operating unit and thus the entire Asia business within the Industrial Trucks & Services segment.
• Dr Thomas Toepfer is Chief Financial Officer (CFO) and his responsibilities include 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.

Formed at the end of 2015, 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 President and Chief Executive Officer of Dematic joined the GEC with effect from 1 November 2016.

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

The Annual General Meeting elected Dr Christina Reuter to the Supervisory Board on 12 May 2016. She replaced Wolfgang Faden, who stepped down from the Supervisory Board.

In addition, Mr Kay Pietsch resigned from his position as a member of the KION GROUP AG Supervisory Board with effect from 31 October 2016. Ms Claudia Wenzel, deputy chairwoman of the plants I & II work council at Linde Material Handling GmbH, Aschaffenburg, was appointed by the courts to succeed Mr Pietsch as an employee representative on the Supervisory Board of KION GROUP AG with effect from 1 November 2016.