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 in the KION Group. The corporate governance standards that the Group applies, which go further than the legal requirements, are set out in the corporate governance statement in accordance with section 289f and section 315d of the German Commercial Code (HGB). This statement also contains the declaration of conformity pursuant to section 161 AktG, which was issued by the Executive Board and the Supervisory Board of KION GROUP AG on December 12 and 14, 2022 respectively, and the corporate governance report pursuant to principle 23 of the GCGC. 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 2022 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. The risks and opportunities for the KION Group associated with climate-related aspects and other social and environmental factors as well as the environmental and social impact of the Company’s activities are recorded, assessed, and taken into account systematically and on an ongoing basis, including in the financial reporting.

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 as a whole is collectively responsible for key operational and strategic decisions and for the allocation of resources.

The Executive Board of KION GROUP AG had five members as at the end of the reporting year. Dr. Richard Robinson Smith was appointed Chief Executive Officer with effect from January 1, 2022. He also performed, on an interim basis, the duties of Anke Groth, Chief Financial Officer (CFO) and Labor Relations Director of KION GROUP AG, who ended her work for KION GROUP AG with effect from March 31, 2022, before the end of her contract, in order to pursue new challenges outside the Group. Dr. Henry Puhl is Chief Technology Officer (CTO) of KION GROUP AG. The Operating Units of the KION brand companies are represented on the Executive Board by Hasan Dandashly, President of KION Supply Chain Solutions, Andreas Krinninger, President of KION ITS EMEA, and Ching Pong Quek, President of KION ITS Asia Pacific & Americas.

The schedule of responsibilities for the Executive Board was amended with effect from July 1, 2022 due to the transfer of responsibility for KION Mobile Automation to the Chief Technology Officer. On October 17, 2022, the Supervisory Board of KION GROUP AG appointed two new members of the Executive Board. Marcus A. Wassenberg took over the role of Chief Financial Officer (CFO) from Dr. Richard Robinson Smith with effect from January 1, 2023. Several points of the schedule of responsibilities were revised accordingly on January 1, 2023. Valeria Gargiulo will become Chief People & Sustainability Officer (CPSO) no later than May 1, 2023. The schedule of responsibilities for what will be a seven-person Executive Board of KION GROUP AG is to be amended over the course of 2023 as the newly created Executive Board roles are taken up. The current schedule of responsibilities is available on the KION Group’s website.

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. This includes monitoring and providing advice on sustainability topics.

In the reporting period, to increase the efficiency of its work, the Supervisory Board was supported by five standing committees (Nomination Committee, Executive Committee, Audit Committee, Mediation Committee, and Remuneration Committee).

All of the shareholder representatives on the Supervisory Board have been elected for a term of five years. The Annual General Meeting on May 11, 2022 re-elected Birgit A. Behrendt, Dr. Alexander Dibelius, Dr. Michael Macht, and Tan Xuguang to the Supervisory Board of KION GROUP AG. In addition, elections were held for all employee representative seats on the Supervisory Board of KION GROUP AG for the term of office commencing May 11, 2022. The newly elected employee representatives Jan Bergemann, Dominique Lembke, and Thomas Mainka replaced Stefan Casper, Olaf Kunz, and Dr. Frank Schepp, who all stepped down from the Supervisory Board. All other employee representatives were re-elected to the Supervisory Board.