Declaration of conformity in accordance with section 161 AktG from December 2021
The Managing Board and Supervisory Board of Sixt SE declare:
The recommendations of the "German Corporate Governance Code" in the version of 16 December 2019 (hereinafter referred to as "Code") announced by the Federal Ministry of Justice in the official section of the Bundesanzeiger (Federal Gazette) on 20 March 2020 will be complied with, with the following exceptions:
- Recommendation C.10 with respect to the chairman of the Supervisory Board: In C.7, the Code contains a list of criteria which are suitable for denying the independence of Supervisory Board members, but which do not necessarily exclude it. Two of these criteria apply to the Chairman of the Supervisory Board, Mr. Erich Sixt. The Supervisory Board is of the opinion that Mr. Erich Sixt will exercise the function as Chairman of the Supervisory Board in the best interests of Sixt SE, regardless of his previous position as member of the Managing Board and his family relationships with two members of the Managing Board.
- Recommendations G.1. and G.2.: The Supervisory Board believes that the determination of individual target total compensation in addition to a maximum compensation does neither provide an additional incentive for the Managing Board nor a further advantage for Sixt SE.
- Recommendation G.7: The Supervisory Board believes that a long-term determination of performance criteria for variable compensation components is more beneficial to sustainability than an annual determination for the upcoming fiscal year.
- Recommendation G.10: The contracts of the Managing Board members do not stipulate that variable compensation amounts are to be invested predominantly in shares of the Company or granted accordingly. The Supervisory Board believes that such a structure would not be more beneficial to the long-term promotion of the Company's well-being and to ensuring sustainable and long-term success of the Company.
With regard to the past, the June 2021 update of the declaration of conformity published in December 2020 applies. Therein exceptions from the recommendations C.2 (age limit for Supervisory Board), C.10 (independence with respect to the chairman of the Supervisory Board), D2 to D5 and D11 (committees of the Supervisory Board) as well as G1, G2, G7 and G10 (remuneration of the Managing Board) have been declared and explained.
Pullach, 22 December 2021
The Managing Board The Supervisory Board