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 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 declaration of conformity pursuant to section 161 AktG, which was issued by the Executive Board and Supervisory Board of KION Group AG on 2 / 19 December 2019, 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’ section. The total amounts for Executive Board remuneration and Supervisory Board remuneration are also reported in the notes to the consolidated financial statements (note [46]).

Non-financial declaration

A separately published sustainability report provides detailed information on the sustainable management of the KION Group. It contains the KION Group’s report on non-financial matters as required under the German law to implement the corporate social responsibility (CSR) directive. The non-financial Group report 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 observance of human rights and the fight against corruption and bribery.

In accordance with the statutory disclosure deadlines defined in section 325 of the German Commercial Code (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.

Executive Board

The Executive Board of KION Group AG was responsible for the operational management of the KION Group in 2019 and its five members remained unchanged during the reporting period. The Executive Board maintains a relationship of trust with, and is monitored by, the Company’s Supervisory Board.

The Supervisory Board and Ms Schneeberger, whose responsibilities on the Executive Board include the Supply Chain Solutions segment (Dematic) and digitalisation topics, reached agreement by amicable and mutual consent that she will leave the KION Group due to differing views on corporate strategy. Ms Schneeberger stepped down as a member of the Executive Board of KION GROUP AG on 12 January 2020.

In September 2019, the Supervisory Board of KION GROUP AG passed a resolution to reappoint Ching Pong Quek as a member of the Executive Board and Chief Asia Pacific Officer for a further five years. His new term of office starts on 1 July 2020 and will continue until 30 June 2025. Responsibility for Logistics / Urban was passed from Anke Groth, CFO, to Dr Eike Böhm, CTO, with effect from 1 April 2019. The new central Logistics System unit now brings together the internal logistics processes for the two segments Industrial Trucks & Services and Supply Chain Solutions. The responsibilities of the Executive Board members as at 31 December 2019 are listed in the declaration on corporate governance.

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.

On 9 May 2019, the Annual General Meeting of KION GROUP AG elected Dr Michael Macht and Tan Xuguang, Chairman of Weichai Power, to the Supervisory Board as shareholder representatives for a term of three years. Dr Michael Macht, who has been a court-appointed member of the Supervisory Board since 9 October 2018, was then elected as chairman of the Supervisory Board. He succeeds Dr John Feldmann, whose resignation from the Supervisory Board took effect at the conclusion of the Annual General Meeting. Tan Xuguang had previously been a member of the Supervisory Board from 9 June 2013 until he stepped down from his position on 30 September 2018.