Management and control

Corporate governance

The KION Group follows generally accepted standards of sound, responsible corporate governance. The German Corporate Governance Code (GCGC), as amended, 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 corporate governance statement. This declaration also contains the declaration of conformity pursuant to section 161 AktG, which was issued by both the Executive Board and the Supervisory Board of KION GROUP AG on December 9 / 15, 2021, and the corporate governance report pursuant to principle 22 of the 2020 GCGC, which also provides information about the compliance standards in the Group. The corporate governance statement 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 presented in KION GROUP AG’s separate 2021 remuneration report, which is published on the KION Group website. The total amounts for Executive Board remuneration and Supervisory Board remuneration are also reported in the notes to the consolidated financial statements (note [47]).

Non-financial Group report

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 HGB, the KION Group publishes its annual sustainability report (including the non-financial Group 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 is responsible for the operational management of the KION Group. The Executive Board maintains a relationship of trust with, and is monitored by, the Company’s Supervisory Board.

The Executive Board has had six members since January 1, 2021 following the Supervisory Board’s appointment of Hasan Dandashly (for four years) and Andreas Krinninger (for three years) as additional members of the Executive Board of KION GROUP AG. In this context, all of the Group’s operating activities were explicitly allocated to particular areas of responsibility on the Executive Board. Hasan Dandashly, President & CEO of Dematic, has global Executive Board responsibility for the Supply Chain Solutions (SCS) segment. Andreas Krinninger, President & CEO of Linde Material Handling EMEA, is responsible for the EMEA business of the Industrial Trucks & Services (ITS) segment, which includes the operational business of KION brand companies Linde, STILL, and Baoli within the EMEA region. Ching Pong Quek continues to be responsible for the Industrial Trucks & Services segment in the APAC and Americas regions. The Executive Board as a whole is collectively responsible for key operational and strategic decisions and for the allocation of resources.

The Supervisory Board appointed Dr. Henry Puhl, President & CEO of STILL EMEA, as a member of the Executive Board in the role of Chief Technology Officer (CTO) of KION GROUP AG, with a three-year term that started on July 1, 2021. He succeeded Dr. Eike Böhm, who retired on June 30, 2021.

The Supervisory Board of KION GROUP AG appointed Dr. Richard Robinson Smith to take over as Chief Executive Officer with effect from January 1, 2022. He succeeds Gordon Riske, who stepped down from the Executive Board at the end of 2021 after 14 years in charge of the Company. He left six months before the end of his contract, which was due to run until he reached the standard retirement age of 65. Gordon Riske will continue to support the KION Group in an advisory capacity until the original end of his Executive Board service contract on June 30, 2022.

In February 2022, Anke Groth, the Chief Financial Officer (CFO) and Labor Relations Director of KION GROUP AG, whose contract would have been coming up for renewal, reached agreement by amicable and mutual consent with the Supervisory Board that her employment at KION GROUP AG will end with effect from March 31, 2022, before the end of her contract, so that she can take on new challenges outside the Group. Until a new CFO has been appointed, the Chief Executive Officer Dr. Richard Robinson Smith will take over Ms. Groth’s responsibilities on an interim basis.

The responsibilities of the Executive Board members as at December 31, 2021 are listed in the corporate governance statement.

Supervisory Board

The Supervisory Board of KION GROUP AG, which was formed in accordance with the German Codetermination Act (MitbestG), comprises 16 people. In addition to its oversight function, it advises the Executive Board in its handling of significant matters and business transactions. All of the shareholder representatives on the Supervisory Board have been elected for a term of five years.

To increase the efficiency of its work, the Supervisory Board is now supported by five standing committees. Alongside the Nomination Committee, Executive Committee, Audit Committee, and Mediation Committee, it established the Remuneration Committee with effect from March 1, 2021. This new committee focuses mainly on issues relating to the Executive Board’s remuneration, but also prepares all Supervisory Board resolutions required in this regard. In addition, it deals with the annual remuneration report and the preparations for the report’s approval by the Annual General Meeting.