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Corporate Governance Statement in accordance with Article 289f HGB and Article 315d HGB (German Commercial Code)

Here you will find relevant information about corporate management practices that extend above and beyond legal requirements, and a description of the working methods of the Managing Board and the Supervisory Board of PATRIZIA AG.

As a company, we have established principles for our business activities and associated objectives, as well as principles applying to our general values that extend beyond daily events: 

  • We think in the long-term in order to equip PATRIZIA for the future, act in a business-oriented manner and secure our development on a long-term basis.
  • We are success-driven and make clear decisions, ensuring they are consistently implemented through optimum processes and need-based solutions.
  • We work together constructively, reflect on our own actions and give respectful and direct feedback. Through leadership and example, we expect and encourage the conduct required for this.

As required by law, PATRIZIA AG operates a dual management system based on a clear separation of duties between the Managing Board in its capacity as the executive body and the Supervisory Board in its capacity as the supervisory body. As a listed German stock corporation, the management of PATRIZIA is primarily governed by the Aktiengesetz (AktG – German Stock Corporation Act). In addition, cooperation between the Managing Board and the Supervisory Board in a spirit of trust and confidence for the good of the Company is closely based on the principles of the German Corporate Governance Code. The currently applicable Declaration of Conformity pursuant to Article 161 AktG can be found here.

Implementation of the Act on Equal Participation of Women and Men in Executive Positions in the Private and Public Sector

The Act on Equal Participation of Women and Men in Executive Positions in the Private and Public Sector requires listed companies – like PATRIZIA AG – to set out targets for the proportion of women on the Supervisory Board, the Managing Board and in the two managerial levels below the Managing Board, as well as deadlines for achieving these targets (Article 111 (5), Article 76 (4) AktG). Respective targets had to be set for the first time by 30 September 2015. The current targets of PATRIZIA were agreed in June 2017 for a period ending on 30 June 2019 and are scheduled to be updated in spring 2019.

In accordance with Article 111 (5) AktG, the Supervisory Board set a target of 0% for the share of women in its own ranks and a respective target of 25% for the Managing Board, both to be achieved by 30 June 2019. At present, the Supervisory Board consists exclusively of male persons, while the Managing Board consists of one female and three male members.

In June 2017, pursuant to Article 76 (4) AktG, the Managing Board of PATRIZIA Immobilien AG set a target of 10% for the share of women in the first management level below the Managing Board, and a target of 30% for the second management level below the Managing Board, both to be achieved by 30 June 2019. Recently, PATRIZIA had almost achieved these goals, but a comprehensive reorganisation of the management structures took place below the Managing Board in 2018. Owing to the integration of SPI, TRIUVA and Rockspring and the associated revision of the corporate organisation, amongst other things, a new leadership level has been established under the Managing Board – the Senior Leaders. As a result of this structural change, the share of women currently achieved in the first two levels below the Managing Board is comparable neither to the values from the previous year nor to the currently valid target figures. For this reason, the targets are currently being reviewed and will be adjusted in the first half of 2019. At present, in the new management structure the share of women in the first management level is 17% and 7% in the second management level.

Perspectively, the Managing Board and the Supervisory Board strive to achieve the statutory target ratio of 30% for both genders at all levels. When filling all positions in the company, but especially members of the Managing Board and executives, the Managing Board and the Supervisory Board attach paramount importance to the best possible skills and qualifications.

In 2018, the Managing Board and Supervisory Board agreed on diversity concepts that are specific to committees in accordance with Article 289f (2) no. 6 HGB. These describe how PATRIZIA aims to fill senior management positions in a diverse manner with regard to aspects such as age, gender, education or professional experience.

The diversity concept for the Managing Board defines diversity as a point of consideration in particular different, complementary professional profiles, management experience, vocational training and life experience, also internationally, and an adequate representation of both genders with appropriate qualifications. The concept of diversity includes the target ratio of 25% for the share of women on the Managing Board.

The diversity concept for the Managing Board and the requirements set out therein are taken into account by the Supervisory Board as part of the process for appointing members of the Managing Board and for long-term succession planning. In its current composition, the Managing Board meets all requirements of the diversity concept. The Managing Board members cover a broad range of knowledge and experience as well as educational and professional backgrounds and have international experience.

The Supervisory Board should be composed in such a way that its members, as a whole, have the knowledge, skills and professional experience necessary to perform their duties properly. In addition, diversity should be considered when looking for qualified persons for the Supervisory Board, who would strengthen the Supervisory Board in its entirety in the context of these goals with specialist and management skills. The Supervisory Board should have a wide range of experience and different areas of expertise. In addition, the Supervisory Board as a whole should have a broad range of opinion and knowledge to develop a good understanding of the current status as well as the longer-term opportunities and risks associated with the business activities of the company and the Group.

The Supervisory Board's proposals to the Annual General Meeting for the appointment of the
Supervisory Board should take the diversity concept of the Supervisory Board into account to support appropriate election resolutions of the Annual General Meeting. However, the Annual General Meeting is not bound to the Supervisory Board’s proposals.

By its own assessment, the Supervisory Board fulfils the diversity concept in its current composition.

The members of the Supervisory Board have the required professional and personal qualifications. As a whole, they are familiar with the sector in which the company operates. The Supervisory Board also has an appropriate number of independent members. The Supervisory Board believes that at present all members of the Supervisory Board are independent as defined by Section 5.4.2 of the German Corporate Governance Code.

Augsburg, 30 January 2019

Managing Board

Wolfgang Egger                 Karim Bohn                 Anne Kavanagh                 Klaus Schmitt
CEO                                       CFO                               CIO                                        COO

The Corporate Governance Report of PATRIZIA AG can be found here.

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