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

 

Declaration pursuant to Article 161 of the German Stock Corporation Act

The current declaration of conformity pursuant to Article 161 AktG can be found here: 
https://www.patrizia.ag/en/shareholders/corporate-governance/declarations-of-conformity/

Relevant disclosures on corporate governance practices applied beyond the legal requirements

As a company, we have principles for our business operations and related goals, as well as principles for our general values that outlast the day-to-day:

  • We think long-term to shape the PATRIZIA of the future, act in a businesslike manner and ensure our development is sustainable.
  • We aim for success and make clear decisions, which we consistently implement with optimal processes and needs-based solutions.
  • We work together constructively, reflect on our own actions and give feedback in an appreciative and direct manner. Through leadership and example, we demand and encourage the necessary behaviour.
  • At PATRIZIA, social responsibility and the protection of our natural resources are of central importance.

Description of the working methods of the Management Board and the Supervisory Board as well as the composition and working methods of their committees

In accordance with legal requirements, PATRIZIA AG operates a dual management system based on a clear separation of duties between the Management Board as the executive body and the Supervisory Board as the supervisory body. As a listed German stock corporation, corporate governance at
PATRIZIA is primarily determined by the German Stock Corporation Act (AktG).

The Management Board is responsible for managing PATRIZIA AG and the Group. The Management Board's main management tasks include setting corporate goals and the Group's strategic orientation, managing and monitoring the Group and corporate planning. The main principles for cooperation within the Management Board are set out in the Management Board's rules of procedure adopted by the Supervisory Board. The members of the Management Board are jointly responsible for the entire Management Board. They work together as colleagues and inform each other on an ongoing basis about important measures and processes in their business areas. Notwithstanding the overall responsibility of the Management Board, each individual Management Board member manages the business areas assigned to him or her on his or her own responsibility. The resolutions of the Management Board shall be adopted by a simple majority of the votes of the members of the Management Board participating in the adoption of the resolution, unless unanimity is required by law. In the event of a tie, the Chairperson shall have the casting vote.

In accordance with the provisions of the German Stock Corporation Act and the Articles of Association, the Supervisory Board of PATRIZIA AG consists of three members who are elected by the Annual General Meeting. The Supervisory Board is responsible for the appointment, reappointment and dismissal of Management Board members, advises the Management Board and continuously monitors its management, also with regard to the achievement of long-term corporate goals. The Supervisory Board has defined reservations of consent for certain measures and transactions. Details on the meetings and cooperation between the Management Board and the Supervisory Board in the 2020 financial year are explained in the report of the Supervisory Board.

Together with the Management Board, the Supervisory Board ensures long-term succession planning. To this end, the Supervisory Board members regularly discuss the topic of succession planning in plenary sessions, taking into account the current appointment periods, the performance of the Management Board members, the diversity concept and the strategic alignment. In addition, the Supervisory Board regularly reviews with the Management Board the suitable internal candidate pipeline resulting from PATRIZIA’s talent management process and, if necessary, consults on potential external candidates.

The Supervisory Board has not established any committees. The Supervisory Board of PATRIZIA AG currently consists of three members. Due to the number of Supervisory Board members, the formation of committees is neither necessary nor sensible and would unnecessarily complicate the Board's work. However, should the Supervisory Board be expanded in the future, the Supervisory Board intends to form specialist committees.

Furthermore, the trusting cooperation between the Management Board and the Supervisory Board is closely aligned with the principles of the German Corporate Governance Code (DCKG) for the benefit of the company.

Age limits for members of the Management Board (Recommendation B.5 DCGK 2020) and members of the Supervisory Board (Recommendation C.2 DCGK 2020)

As a rule, members of the Management Board shall be appointed until they reach the age of 65 at the latest. Members of the Management Board may be appointed beyond the age of 65 with effect up to a maximum of the age of 68 if such an appointment is in the interest of the company.

Members of the Supervisory Board shall regularly not have reached the age of 70 at the time of their appointment.

Implementation of the Act for the Equal Participation of Women and Men in Management Positions in the Private Sector and the Public Sector

The Act on the Equal Participation of Women and Men in Leadership Positions in the private and public sectors obliges companies which - like PATRIZIA AG - are listed on the stock exchange to set targets for the proportion of women on the Supervisory Board, the Management Board and the two management levels below the Management Board, as well as deadlines for achieving these targets (Article 111 (5), Article 76 (4) AktG).

With effect from 1 July 2019, the Supervisory Board has set a target of 25% for its own composition, as well as for the composition of the Management Board, in accordance with Article 111 (5) of the German Stock Corporation Act (AktG), to be achieved by 30 June 2024. Currently, the Supervisory Board consists exclusively of male persons, while the Management Board has one female member and six male members.

With effect from 1 July 2019, the Management Board of PATRIZIA AG has set a target of 20% for the proportion of women in the first management level below the Management Board and a target of 30% for the proportion of women in the second management level below the Management Board in accordance with Article 76 (4) of the German Stock Corporation Act (AktG), to be achieved in each case by 30 June 2024. Currently, the share of women in the first management level is 13% and in the second management level 31%.

In the long term, the Management Board and Supervisory Board aim to achieve the statutory target quota of 30% for both genders at all levels. However, when filling all positions in the company, especially members of the Management Board and managers, primary emphasis is placed on the best possible competence and qualifications.

Status of implementation with regard to the competence profile for the Supervisory Board and the objectives for its composition (recommendation C.1 DCGK 2020) as well as description of the diversity concept

In 2018, the Management Board and Supervisory Board agreed on board-specific diversity concepts in accordance with Article 289f (2) No. 6 of the German Commercial Code (HGB). These describe how PATRIZIA aims to achieve a diverse composition of the top management bodies with regard to aspects such as age, gender, educational or professional background.

The diversity concept for the Management Board understands diversity as a consideration in particular of different, mutually complementary professional profiles, leadership experience, professional training and life experience, also in the international area, and, with appropriate qualifications, an appropriate representation of both genders. The diversity concept includes the target quota for the proportion of women on the Management Board of 25%.

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

The Supervisory Board has set concrete goals for its composition and has developed a competence profile for the entire board. According to this, the Supervisory Board is to be composed in such a way that its members as a whole possess the knowledge, skills and professional experience necessary for the proper performance of its duties. In addition, diversity should generally be taken into account in the search for qualified personalities for the Supervisory Board, who would strengthen the Supervisory Board as a whole in the best possible way with professional and management skills within the framework of these objectives. The Supervisory Board should have a broad range of experience and specialised knowledge. In addition, the Supervisory Board as a whole should have a comprehensive diversity of opinion and knowledge in order to be able to develop a good understanding of the current status as well as the longer-term opportunities and risks in connection with the business activities of the company and the group.

Election proposals of the Supervisory Board to the general meeting for the election of Supervisory Board members representing the shareholders shall take into account the objectives for the composition of the Supervisory Board and at the same time strive to fill out the competence profile for the entire body. In this context, the diversity concept of the Supervisory Board shall also be taken into account in such a way that its implementation is supported by corresponding election resolutions of the general meeting. However, the general meeting is not bound by the election proposals of the Supervisory Board.

According to its own assessment, the Supervisory Board in its current composition (with the exception of the target quota for the proportion of women) fulfils the objectives named for its composition, the competence profile and the diversity concept.

The members of the Supervisory Board possess the professional and personal qualifications deemed necessary. They are, as a whole, familiar with the sector in which the company operates. The Supervisory Board also includes Mr Alfred Hoschek and Mr Uwe H. Reuter, who it considers to be an appropriate number of two members who are independent of the company and its Management Board as well as of a controlling shareholder within the meaning of the recommendations of the German Corporate Governance Code.

Self-assessment of the Supervisory Board (Recommendation D.13 DCGK 2020)

In the 2020 financial year, the Supervisory Board assessed how effectively the Supervisory Board fulfils its tasks. For this purpose, all members of the Supervisory Board received a questionnaire in which they were asked to give their assessment of the organisation of the Supervisory Board and the effectiveness of its working methods and also had the opportunity to make suggestions for improvement. After evaluating the questionnaires, the results were discussed within the board and possible improvements were considered.



Augsburg, 28 January 2021


The Management Board
 

Wolfgang Egger

CEO

Alexander Betz

CDO

Karim Bohn

CFO

Dr Manuel Käsbauer

CTIO

Anne Kavanagh

CEO

Simon Woolf

CHRO 

Klaus Schmitt

COO

 



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

Do you have questions regarding PATRIZIA shares?

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Martin Praum

Head of Investor Relations

Verena Schopp de Alvarenga

Senior Associate | Investor Relations

Maximilian Gerber

Senior Associate | Investor Relations

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