1. Declaration of conformity pursuant to section 161 (1) AktG
Section 161 (1) of the German Stock Corporation Act (AktG) requires the management board and supervisory board of a publicly listed company to issue an annual declaration stating that the company has complied with, and intends to comply with, the recommendations in the prevailing version of the German Corporate Governance Code or stating the recommendations with which it has not complied or does not intend to comply, and the reasons why.
The Executive Board and Supervisory Board submitted the Company’s previous declaration of conformity on December 17, 2020.
Both decision-making bodies again considered the recommendations of the GCGC in detail and, on December 9 / 15, 2021, issued the following declaration of conformity for KION GROUP AG as required by section 161 (1) AktG:
Since issuing the last declaration of conformity in December 2020, KION GROUP AG has complied with and will continue to comply with all recommendations of the German Corporate Governance Code as amended on December 16, 2019 with the following exceptions.
Recommendation B.3 of the GCGC, according to which the initial appointment of executive board members should be for a maximum of three years, is complied with, with one exception. In principle, the initial appointment of Executive Board members is for three years, as was the case in three of the four initial appointments of Executive Board members in the reporting period. In view of the length of service and the previous position in the Company, and taking into account the maximum age limit for Executive Board members of 65, the Supervisory Board decided in one exceptional case to extend the term of an initial Executive Board appointment to four years.
In deviation from recommendation G.10 sentence 2 of the GCGC, according to which an executive board member should not be able to dispose of the long-term variable bonus amounts until after four years, the Executive Board remuneration system of KION GROUP AG provides that the respective Executive Board member should be able to dispose of the long-term variable bonus components after only three years. The Company is of the opinion that the consistency of the remuneration system for Executive Board members with the remuneration system for the Company’s executives should be maintained and that the long-term variable bonus amounts should be granted in line with the usual initial appointment period of an Executive Board member of three years.
Frankfurt am Main, December 9 / 15, 2021
For the Executive Board:
For the Supervisory Board:
Dr. Michael Macht
The declaration of conformity is permanently available to the public on the KION GROUP AG website at www.kiongroup.com/conformity.