Corporate governance covers all aspects connected with the management, supervision and transparency of companies. Key elements of good corporate governance are efficient company management, the protection of shareholders' interests and transparent corporate communication.
The legal basis of the German Corporate Governance Code is the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG).
This provision of Section 161 of the German Stock Corporation Act was added with the enactment of the German Transparency and Disclosure Act (Transparenz- und Publizitätsgesetz) on July 26, 2002. It requires the management and supervisory boards of listed companies to declare each year whether the recommendations of the Code have been complied with or which recommendations have not been complied with.
The Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act on December 20, 2016.
Please find below the current Corporate Governance Declaration and Report of Fresenius SE & Co. KGaA, including the Compensation Report 2015.
At Fresenius, the individual’s qualifications are the paramount consideration in all hiring and promotion decisions. This means that women and men with comparable qualifications and suitability have the same career opportunities. Fresenius will continue to consistently act upon this principle, and will of course comply with the law on the equal participation of women and men in executive positions in private companies and public service.
For the Supervisory Board of Fresenius SE & Co. KGaA, the law requires a quota of at least 30% women and 30% men. These quotas are met.
For the Management Board, the law does not proscribe its composition for a company with our legal structure. In accordance with the legal requirements, the Management Board specifies composition of the two management levels directly below the Management Board as follows:
The first management level includes all Senior Vice Presidents and Vice Presidents who have an employment contract with Fresenius SE & Co. KGaA and who report directly to a member of the Management Board. The target set for the proportion of women is 33.3% of the positions at this level, to be reached by December 31, 2020. This reflects the composition of the first management level as of December 31, 2015.
The second management level includes all Vice Presidents who have an employment contract with Fresenius SE & Co. KGaA and who report directly to a member of the first management level. The target set for the proportion of women is 37.5% of the positions at this level, to be reached by December 31, 2020. This reflects the composition of the second management level as of December 31, 2015.
The Management Board believes the composition of participants in the company-wide stock option program is a good indicator of the number of females in leading executive positions around the world. The proportion of women in this group of our top 1,200 executives was ca. 30% as of December 31, 2015.
For a detailed report on the Management and Supervisory Board members’ compensation please refer to the current Compensation Report on pages 81 onwards of the Fresenius SE & Co. KGaA Annual Report 2015, see Investor Relations, section Financial Reports on our website.
Our corporate philosophy "entrepreneur in the enterprise" implies not only that our employees are driven by a spirit of entrepreneurial responsibility but that they also have a stake in the company's performance. The overall remuneration package for Group executives and the members of the Management Board has been linked to the performance of the share price through stock option plans.
As of December 31, 2016, Fresenius SE & Co. KGaA had three stock option plans in place: the Fresenius AG Stock Option Plan 2003 (2003 Plan) which is based on convertible bonds, the stock option based Fresenius SE Stock Option Plan 2008 (2008 Plan) and the Fresenius SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks. On June 30, 2012, the term of the options granted under the Fresenius AG Stock Option Plan 1998 expired. Since 2013, stock options were solely granted under the 2013 LTIP.
Fresenius SE & Co. KGaA does not have an own Management Board. The
Management Board of the general partner, Fresenius Management SE, is responsible for conducting
the business of the KGaA. It formulates strategy,
coordinates this with the Supervisory Board of Fresenius SE & Co.
KGaA, and sees to its implementation. It is guided solely by the best
interests of Fresenius SE & Co. KGaA.
Supervisory Board of Fresenius SE & Co. KGaA
The Supervisory Board of Fresenius SE & Co. KGaA supervises the
management of the Company’s business by the general partner and the
latter’s Management Board. The Supervisory Board of Fresenius SE &
Co. KGaA has 12 members – 6 shareholder representatives and 6 employee
representatives It supervises whether corporate decisions are compliant,
suitable, and financially sound. The members of the Management Board of
the general partner are appointed by the Supervisory Board of Fresenius
Management SE, not by the Supervisory Board of the KGaA.
The Supervisory Board of Fresenius SE & Co. KGaA has the following committees:
- Audit Committee
- Nomination Committee
- Joint Committee
Supervisory Board of Fresenius Management SE
The Supervisory Board of Fresenius Management SE advises and supervises the Management Board in its management of the Company. The Supervisory Board of Fresenius Management SE appoints the members of the Management Board. He consists of six members who are elected by the annual general meeting of Fresenius Management SE Committees.
Current Publications of transactions that are subject to disclosure requirements are listed, together with the information required by law (before July 3, 2016 pursuant to section 15a of the German Securities Trading Act (WpHG); from July 3, 2016 pursuant to Art. 19 of the Market Abuse Regulation).
Transactions reported during the last 12 months are stored on the Federal Financial Supervisory Authority's central database and can be accessed by clicking on the link Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin).