Governance Information • Mar 27, 2025
Governance Information
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In this corporate governance statement, we report on the principles of corporate management and corporate management practices and on significant structures of our corporate governance for the past fiscal year in accordance with sections 289f and 315d German Commercial Code (HGB). It also includes the declaration of conformity pursuant to section 161 German Stock Corporation Act (AktG).
The corporate governance statement is part of the Combined Management Report for HENSOLDT AG and the Group. In accordance with section 317 (2) sentence 6 HGB, the audit of the statements pursuant to section 289f (2) and (5) and section 315d HGB is limited to verifying whether the statements have been made. The statement on corporate governance is therefore unaudited in terms of content.
HENSOLDT promotes the principles of good corporate governance in the sense of responsible, transparent corporate management and control aimed at increasing the value of the Company in the long term. This is a prerequisite for fostering the trust of national and international investors and financial markets, business partners, employees and the public in HENSOLDT. HENSOLDT Group bases its activities on the recommendations and suggestions of the German Corporate Governance Code ("GCGC" or "Code") in the version dated 28 April 2022.
The Management Board and Supervisory Board of HENSOLDT AG were subject to the obligation under section 161 AktG to issue a declaration of conformity with the Code throughout the entire fiscal year. The Management Board and Supervisory Board issued the following declaration on the Code by its resolutions dated on 29 November/10 December 2024:
"The Management Board and the Supervisory Board declare that since the submission of the last Declaration of Conformity on 28 November/5 December 2023, the recommendations of the German Corporate Governance Code in the version of 28 April 2022, published in the Federal Gazette on 27 June 2022, have been complied with and will continue to be complied with."
Taufkirchen, 29 November/10 December 2024
The declaration of conformity, as printed above, is also available on the website of HENSOLDT at https:// investors.hensoldt.net in the "Corporate Governance" section. Future declarations of conformity by the Company shall also be published there, and in future the respective declarations of conformity for the last five fiscal years will be available.
1 The Corporate governance statement is unaudited.
The Remuneration Report for fiscal year 2024 was prepared jointly by the Management Board and the Supervisory Board and will be published together with the auditor's opinion in accordance with Section 162 AktG and the current remuneration systems for the members of the Management Board and the Supervisory Board on the website of HENSOLDT at https://investors.hensoldt.net in the "Corporate Governance" section.
The Remuneration Report and the auditor's opinion on the Remuneration Report will be kept publicly available in accordance with the statutory regulations. For more information on the remuneration, refer to the notes to the Consolidated Financial Statements of HENSOLDT Group 2024 and the notes to the Financial Statements 2024 of HENSOLDT AG.
The applicable remuneration system for the members of the Management Board pursuant to section 87a AktG was approved by the annual general meeting on 18 May 2021 with a majority of 97.98 % of the valid votes cast.
This remuneration system was last amended in 2023 with effect from 1 January 2023 and approved by the annual general meeting on 12 May 2023 with a majority of 76.62% of valid votes cast.
The resolution on the remuneration and the remuneration system of the Supervisory Board pursuant to section 113 AktG was adopted at the annual general meeting of 18 May 2021 with a majority of 99.99 % of the valid votes cast. The last amendment to the remuneration rules in § 12 of the Articles of Association and to the remuneration system for the members of the Supervisory Board, applicable from 1 January 2024, was approved by the annual general meeting on 17 May 2024 with a majority of 99.88% of the valid votes cast. The adjustment included an increase in remuneration, including an increase in the maximum remuneration.
Further information on the currently applicable remuneration system of the Management Board as well as the Supervisory Board, including the respective resolutions of the annual general meeting, can be found on the website of HENSOLDT at https://investors.hensoldt.net in the "Corporate Governance" section.
HENSOLDT is named after Moritz Hensoldt (1821-1903). He was a German pioneer in optics and precision engineering. He harnessed his entrepreneurial spirit to develop innovative technologies, which at the time revolutionised the possibilities in the fields of surveillance and reconnaissance. We still see his entrepreneurial spirit today as the key to fulfilling our mission for our customers. For this purpose, we have introduced four principles: "Collaboration" is the foundation of our culture, our most important principle. Therefore, our motto is "We are a team" – we can only innovate and succeed together. Motivated employees who take responsibility, who work together, who respect and trust each other, and who use their individual strengths to work for our Company are at the heart of a successful and wellfunctioning collaboration. "Continuous Improvement", "Responsibility" and "Innovation" are the three other principles.
In the reporting period, HENSOLDT voluntarily complied with the suggestions of the Code.
HENSOLDT is committed to the core values of integrity, quality, trust and innovation, thus securing future success. The Standards of Business Conduct set out the ethical and legal framework according to which HENSOLDT operates. They contain the fundamental principles and rules that govern the conduct of all HENSOLDT employees. As it is also important for HENSOLDT that the high standards regarding accountability are met by suppliers, HENSOLDT requires its suppliers to follow the same rules of conduct.
More information on the Standards of Business Conduct can be found in section V Sustainability Report of this Annual Report.
HENSOLDT's Standards of Business Conduct are available on the website of HENSOLDT at https:// investors.hensoldt.net in the "Corporate Governance" section.
HENSOLDT's compliance programme aims to ensure the compatibility of its business activities with applicable law and regulations, but also with internal requirements and ethical principles, and to develop a culture of integrity. To achieve this, HENSOLDT has developed and implemented a comprehensive compliance programme specifically designed for the individual risk profile of the HENSOLDT Group.
More information on the HENSOLDT compliance programme is available in section V Sustainability Report of this Annual Report and also on the website of HENSOLDT at https://investors.hensoldt.net in the "Corporate Governance" section under "Compliance Framework".
Functioning control systems are an essential component of stable business processes. HENSOLDT's Group-wide control systems are embedded in an overall concept, which, among other things, takes into account statutory regulations, the recommendations of the German Corporate Governance Code, international regulations and recommendations, and other company-specific guidelines. The persons responsible for the individual elements of the control system are in close contact with each other and with the Management Board and report regularly to the Supervisory Board or its committees. Likewise, HENSOLDT Group has a group-wide adequate and effective risk management system which describes and regulates functions, processes and responsibilities in a binding manner. The internal risk control management system also covers sustainability-related objectives, unless already required by law, and includes processes and systems for recording and processing sustainability-related data. The internal control system and the risk management system also include a compliance system based on the risk situation of the company. Key features of the entire internal control and risk management system are explained in section IV Opportunities and risks report.
The Management Board has no indications or information that the internal control system or the risk management system were inadequate in any material respect in the fiscal year. Any findings made during audits of the internal control system or the risk management system were promptly remedied by the affected group companies. Various analyses and checks were carried out in the reporting year, none of which found reason to call into question this assessment by the Management Board. Nevertheless, further measures to optimise documentation will also be initiated in the future.
HENSOLDT is aware of the special responsibility and knows the impact of its activities on society and the environment. HENSOLDT is committed to conducting its business sustainably and responsibly at all times. In fiscal year 2024 a new sustainability strategy was developed, containing five key strategy topics based on the material topics of sustainability reporting. These key topics can be found in section V Sustainability report.
The shareholders of HENSOLDT AG exercise their rights at the general meeting. The general meeting decides on all matters assigned to it by law, including the appropriation of profits, approval of the actions of the members of the Management Board and the Supervisory Board, and the election of the auditor. The general meeting also elects those Supervisory Board members who are shareholders' representatives.
The reports, documents and information required by law for the annual general meeting, including the Annual Report as well as the agenda for the annual general meeting and any countermotions or election proposals from shareholders, which have to be made accessible, are available on the internet.
The fifth ordinary annual general meeting of HENSOLDT AG will take place on 27 May 2025. The Management Board and the Supervisory Board decided in 2024 to conduct the annual general meeting as a physical meeting.
Pursuant to article 19 of Regulation (EU) No. 596/2014 on market abuse, members of the Management Board and the Supervisory Board as well as persons closely associated with them are legally obliged under certain circumstances to disclose transactions made in shares of HENSOLDT AG or in derivatives relating thereto or in other related financial instruments.
A process is established to properly disclose these transactions in the event of such notification. The reported transactions are available on the website of HENSOLDT at https://investors.hensoldt.net in the "Corporate Governance" section.
Corporate Communication provides comprehensive and timely information. All mandatory publications are made available on the website of HENSOLDT at https://investors.hensoldt.net. Numerous publications, for example ad hoc announcements, press releases and interim and annual reports, are issued in German and English. HENSOLDT organises press conferences and conference calls for important occasions. The Management Board is responsible for HENSOLDT's communication with shareholders, shareholder associations, financial analysts, the media and the interested public on the Company's development and significant events. The current financial calendar, which provides information on all significant publication and event dates, is also available on the website of HENSOLDT at https:// investors.hensoldt.net.
The articles of association, the rules of procedure of the Supervisory Board, reports of the Supervisory Board from the fiscal year 2020 onwards, the Declaration of Conformity from the fiscal year 2020 onwards, and the Corporate Governance statement from the fiscal year 2020 onwards, are available on the website of HENSOLDT at https:// inventors.hensoldt.net in the "Corporate Governance" section.
The actions of the Management Board and Supervisory Board of HENSOLDT AG are based on the principle of responsible corporate management and control (corporate governance). The cooperation between the two committees reflects a relationship of mutual trust.
On the basis of section 90 AktG, the Management Board informs the Supervisory Board regularly, promptly, comprehensively and generally in text form about all issues of strategy, planning, business development, risk situation, risk management and compliance that are relevant to the Company. The Management Board discusses the status of strategy implementation with the Supervisory Board at regular intervals and addresses any deviations in the course of business from adopted plans and targets, including an explanation regarding the reasons. The chairmen of the two boards meet regularly to discuss all relevant current issues, also at short notice and with regard to specific events.
2 The information in this section satisfies the disclosure requirements under ESRS in the Sustainability Report on ESRS GOV-1 – The role of administrative, management and supervisory bodies.
The Management Board manages the Company on its own responsibility. In doing so, it is bound to the interests of the Company and committed to increasing the sustainable value of the Company. The Management Board identifies and assesses the opportunities and risks for the Company associated with the social and environmental factors, as well as the environmental and social impact of the Company's activities. In addition to long-term economic objectives, it also takes due account of environmental and social objectives in an appropriate manner. Its business planning includes financial- and sustainability-related goals. For this purpose, HENSOLDT has developed an ESG Strategy 2026, which defines the sustainability topics that are essential for the company in seven categories. The Board's main tasks include defining the Company's objectives and strategic direction, managing and monitoring the operating units, and establishing and monitoring an efficient risk management system. The Management Board is responsible for the preparation of the Consolidated Financial Statements and the Annual Financial Statements as well as the preparation of interim financial information of HENSOLDT AG. The Management Board is also responsible for ensuring compliance with legal requirements and official regulations.
The members of the Management Board are jointly responsible for the overall management of the Company and its direct and indirect subsidiaries within the meaning of section 290 German Commercial Code (HGB). They work together as colleagues and inform each other on an ongoing basis about important measures and events within their respective board business area. Irrespective of the overall responsibility, each member of the Management Board is responsible for managing the board business area assigned to them. As far as measures and transactions of one board business area simultaneously affect another or several other board business areas, the respective member of the Management Board must first consult with the other member(s) involved. If no agreement can be reached, each member of the Management Board involved shall be obliged to call for a Management Board resolution.
The departure of Celia Pelaz Perez from the Management Board during the reporting period led to a reassignment of responsibilities among three members of the Managament Board. This reassignment means there are three functional responsibilities: the position of Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Chief Human Resources Officer/CHRO, with the CHRO also serving as Labour Director. The business allocation plan assigns specific business areas to the respective Management Board members. The business allocation plan is reviewed by the Supervisory Board at regular intervals and adjusted as necessary. The CEO's portfolio includes, inter alia, responsibility for the Optronics & Land Solutions division, the Radar & Naval Solutions division, the Spectrum Dominance & Airborne Solutions division, the Services & Aerospace Solutions division and the ESG Elektroniksystem- und Logistik-GmbH division. The CEO is also responsible for Corporate Sections (Corp. Sec.)/Chief Legal Officer (CLO), Group Strategy and M&A, International Business Development, Communications & Marketing, Governmental Relations and Business Development and Technology & Innovation (incl. HENSOLDT Ventures). The CFO is primarily responsible for the departments Central Finance & Controlling, Finance & Control Divisions, Investor Relations, Commercial & Offset, Internal Audit, Information Management, Treasury as well as other related programmes and tasks (Enterprise Risk Management and "HENSOLDT GO!") and also Group Supply Chain Management. In addition to Human Resources, the CHRO is responsible for Security and Corporate Social Responsibility, Facility Management and Health, Safety and Environment and for the Post Merger Integration of ESG Elektroniksystem- und Logistik-GmbH. Within their respective functional areas of responsibility, the members of the Management Board each have – relating to all parts of the Company – the authority to issue directives, the duty of supervision and the duty to coordinate, without prejudice to the continuing overall responsibility of the Management Board. This also applies towards the heads of entities with their own legal form and towards HENSOLDT Group companies abroad, unless this is not legally permissible in individual cases.
The detailed structure of the work of the Management Board is determined by the rules of procedure, which are issued by the Supervisory Board; the Supervisory Board reviews the rules of procedure on a regular basis to determine whether any adjustments are required. These rules of procedure govern, among other things, matters reserved for a decision by the whole Management Board, special measures requiring the approval of the Supervisory Board as well as other procedural and resolution modalities. The Management Board meets regularly at Management Board meetings. These are convened by the Chair of the Management Board, who coordinates the work of the Management Board. Any member of the Management Board may request the convening of a meeting. In accordance with the rules of procedure, the Management Board regularly adopts resolutions by a simple majority of the members participating in the resolution. In the event of a tie, the vote of the Chair of the Management Board shall be decisive.
Pursuant to section 6 (1) of the articles of association, the Management Board of HENSOLDT AG consists of at least two persons. In the reporting period, the Management Board comprised five members: Thomas Müller as Chair (CEO) (resigned from the Management Board effective as of the end of 31 March 2024), Oliver Dörre as Chair (CEO) (from 1 January 2024 member of the Management Board and from 1 April 2024 Chair (CEO)), Christian Ladurner as CFO, Dr. Lars Immisch as CHRO and Celia Pelaz Perez as CStO (resigned from the Management Board effective as of the end of 31 August 2024).
Further information on the personnel composition and the curricula vitae, term of appointment and areas of responsibility of the individual Management Board members can be found on the website of HENSOLDT at https:// investors.hensoldt.net in the "Corporate Governance" section. This also contains information, if available, on other mandates held by members of the Management Board outside the HENSOLDT Group. In addition, the composition of the Management Board is presented in the notes to the Consolidated Financial Statements.
The members of the Management Board are appointed by the Supervisory Board on the proposal of the Presidial Committee. In any appointment decisions, the Supervisory Board takes into account diversity aspects such as age, gender, educational or professional background. In particular, the Supervisory Board aims to give appropriate consideration to women. The flexible age limit for members of the Management Board stipulates that members of the Management Board should generally not be older than 65. The flexible age limit is formulated in a soft way in order to give a certain degree of flexibility to the Supervisory Board in its appointment decisions.
For further information on the representation of women on the Boards of HENSOLDT AG, please refer to the section "5.4 Disclosure on the representation of women in the Management Board and Supervisory Board and at the top management levels of HENSOLDT AG".
As part of the succession planning for the Management Board, the Chair of the Supervisory Board, who is also the Chair of the Presidial Committee, regularly discusses suitable internal candidates with the Management Board and involves the Presidial Committee in the considerations or discussions. In addition, the Presidial Committee will also evaluate external candidates for Management Board positions as required and, if necessary, will seek the help of external service providers.
The Supervisory Board monitors and advises the Management Board in the management of the Company. The Supervisory Board's monitoring and advising of the Management Board also includes sustainability issues. It supports the Management Board in major business decisions and assists in matters of strategic importance. Measures requiring the approval of the Supervisory Board have been defined by the Supervisory Board in the rules of procedure for the Management Board. Furthermore, the Supervisory Board appoints the members of the Management Board, determines their total remuneration and reviews the Consolidated and Annual Financial Statements of HENSOLDT AG, as well as the Combined Management Report.
At least two Supervisory Board meetings are held each calendar half-year. Extraordinary meetings are held as required. The committees also hold regular meetings. The resolutions of the Supervisory Board require a majority of the votes cast, unless otherwise stipulated by law. If a vote results in a tie, each member of the Supervisory Board has the right to demand a new vote on the same matter. If this also results in a tie, the Chair has two votes.
At three meetings of the Supervisory Board in the previous fiscal year, various Management Board matters were discussed that required the Supervisory Board to convene without the presence of the Management Board. On 10 July 2024 the Supervisory Board met in the absence of the Management Board in order to terminate, by mutual agreement, the Management Board service contract of Celia Pelaz Perez and to change the rules of procedure for the Management Board (amendment of business allocation plan). On 26 July 2024, the Supervisory Board met without the presence of the Management Board in order to extend the appointment of Christian Ladurner to the Management Board. The Supervisory Board also met on 10 December 2024 without the presence of the Management Board to extend the appointment of Dr. Lars Immisch to the Management Board. The Supervisory Board has adopted its own rules of procedure, and these are published on the HENSOLDT website at https://investors.hensoldt.net.
HENSOLDT considers the regularly review of the effectiveness of the Supervisory Board's work in accordance with recommendation D.12 of the Code as an important component of good corporate governance. The members of the Audit Committee, the Compliance Committee and the Presidial Committee regularly assess the effectiveness of the committees' work. The assessment was conducted in fiscal year 2023 using an anonymised questionnaire.
In principle, members of the Supervisory Board take responsibility for the training and continuing education measures required for their duties. If necessary, they are supported by HENSOLDT to an appropriate extent. To support the Supervisory Board with the process of new members joining it, an induction procedure has been established to familiarise incoming members of the Supervisory Board with the main characteristics of HENSOLDT and its business activities as well as the legal requirements and internal processes relevant to their work on the Supervisory Board.
Details of the Supervisory Board's activities, including the number of meetings and information on the attendance of Supervisory Board members at meetings in fiscal year 2024, are provided in the "Report of the Supervisory Board".
The Supervisory Board has 12 members and, in accordance with the requirements of the German Codetermination Act (MitbestG), is composed of an equal number of shareholder and employee representatives. The rules of procedure of the Supervisory Board stipulate that the Supervisory Board shall be composed in such a way that its members as a whole possess the knowledge, skills and professional experience required to properly perform their duties and that the statutory gender quota is complied with.
In fiscal year 2024, the Supervisory Board comprised the following members:
| Name | Born | Member since |
Appoin ted until |
Profession |
|---|---|---|---|---|
| Reiner Winkler (Chair) | 1961 | 2022 | 2025 | Independent Consultant |
| Armin Maier-Junker1 (Vice Chair) |
1962 | 2017 | 2026 | Chair of the Works Council of HENSOLDT Sensors GmbH, Ulm; Chair of the General Works Council of HENSOLDT Sensors GmbH and Chair of the Group Works Council of HENSOLDT AG |
| Dr. Jürgen Bestle1 | 1966 | 2021 | 2026 | CTO and Head of Engineering Governance of HENSOLDT AG and Head of Design Organisation of HENSOLDT Sensors GmbH |
| Jürgen Bühl1 | 1969 | 2017 | 2026 | Division Manager on the Executive Board of IG Metall |
| Letizia Colucci (until 31 May 2024) | 1962 | 2022 | 2025 | General Manager at the Med-Or Leonardo Foundation |
| Marco R. Fuchs | 1962 | 2023 | 2025 | Chair of the Management Board of OHB SE |
| Achim Gruber1 | 1963 | 2021 | 2026 | Chair of the Works Council of HENSOLDT Optronics GmbH, Oberkochen |
| Ingrid Jägering | 1966 | 2017 | 2025 | Member of the Management Board, CFO of Stihl AG |
| Marion Koch1 | 1978 | 2020 | 2026 | Member of the Works Council of HENSOLDT Sensors GmbH, Immenstaad; Head of the "Airborne & Space Radars" business unit of HENSOLDT Sensors GmbH |
| Giuseppe Panizzardi | 1963 | 2023 | 2025 | Senior Vice President M&A & Corporate Development of Leonardo S.p.A. |
| Raffaella Luglini (since 1 July 2024) | 1971 | 2024 | 2025 | Chief Sustainability Officer of Leonardo S.p.A. |
| Julia Wahl1 | 1987 | 2019 | 2026 | Press Officer at IG Metall Baden-Württemberg |
| Hiltrud Werner | 1966 | 2022 | 2025 | Management Consultant |
1Representative of the employees
Their mandates on other supervisory boards or comparable German and foreign supervisory bodies are shown in the following table (mandates within the HENSOLDT Group are marked with an asterisk (*)):
| Name | Position |
|---|---|
| Dr. Jürgen Bestle | • Member of the Supervisory Board of HENSOLDT Sensors GmbH* |
| Jürgen Bühl | • Member of the Supervisory Board of HENSOLDT Sensors GmbH* • Member of the Supervisory Board of Airbus Defence & Space GmbH |
| Letizia Colucci (until 31 May 2024) |
• Member of the Board of Directors of Avio S.p.A. • Chair of the Board of Directors of MBDA Italia S.p.A. • Member of the Board of Directors of e-GEOS S.p.A. |
| Marco R. Fuchs | • Chair of the Supvervisory Board of ZARM Technik AG • Chair of the Supvervisory Board of MT Aerospace AG • Member of the Supvervisory Board of OHB System AG • Member of the Supvervisory Board of Rocket Factory Augsburg AG • Chair of the Board of Directors of OHB Italia S.p.A • Chair of the Board of Directors of OHB Sweden AB • Chair of the Board of Directors of Antwerp Space N.V. • Chair of the Board of Directors of LuxSpace Sàrl • Member of the Board of Directors of AT Engine Mexico S.A.P.I. de C.V.(until August 2024) |
| Achim Gruber | • Member of the Supervisory Board of HENSOLDT Optronics GmbH* |
| Ingrid Jägering | • Chair of the Advisory Board of Wegmann Unternehmens-Holding GmbH & Co. KG • Member of the Supervisory Board of SAF-Holland SE • Member of the Board of Directors of KNDS N.V. |
| Giuseppe Panizzardi | • Member of the Board of Leonardo International S.p.A. (until May 2024) |
| Julia Wahl | • Member of the Supervisory Board of HENSOLDT Sensors GmbH* • Member of the Supervisory Board of Aesculap AG |
| Hiltrud Werner | • Chair of the Supervisory Board of Mitteldeutsche Flughafen AG • Member of the Supervisory Board of MAN Energy Solutions SE |
The time of initial appointment mentioned above is disclosed on the basis of the first appointment to the Supervisory Board of HENSOLDT Holding GmbH or HENSOLDT GmbH respectively, which means before the change in legal form of the company to a public limited company ("AG") as of 17 August 2020. The following changes occurred in the composition of the Supervisory Board during the fiscal year: With effect from the end of 31 May 2024, Letizia Colucci resigned as shareholder representative on the Supervisory Board. In her place, Raffaella Luglini was appointed to the Supervisory Board as shareholder representative, with effect from 1 July 2024. Giuseppe Panizzardi, who had initially been appointed to the Supervisory Board with effect from 1 December 2023 by the commercial court, was elected to the Supervisory Board effective as of the end of the annual general meeting on 17 May 2024.
According to the competency profile drawn up by the Supervisory Board, in view of the areas of activity of HENSOLDT Group, the key competencies of the Supervisory Board members include knowledge, experience or skills in the following areas: Industry, markets and regions in which HENSOLDT AG operates, accounting and auditing, corporate governance, compliance and regulatory requirements, capital market and risk management, operations/operational and excellence/ project management as well as public relations. At least one member of the Supervisory Board should have in-depth experience and knowledge in the management of an international company, in the area of digitalisation and information technology, in the area of human resources management and recruitment, in accounting and financial reporting, in controlling/risk management as well as in the area of corporate governance and compliance, including the regulatory requirements relevant to HENSOLDT. In addition, the Supervisory Board shall have knowledge and experience in the area of international security policy as well as in the sustainability issues that are important to the company. Besides the appropriate representation of all gender identities and age groups, proposals for elections to the Supervisory Board will also take into account different educational and professional backgrounds and the most diverse possible cultural and regional origins of the members of the Supervisory Board.
The competency profile also provides rules on the independence of Supervisory Board members and on the limitation of other mandates held in line with the relevant recommendations and suggestions of the Code.
Based on its work to date, the Supervisory Board has gained the impression that, overall, it has the competencies represented on it that are considered essential in the areas of work relating to HENSOLDT AG and the HENSOLDT Group. The Supervisory Board members as a whole are familiar with the industry in which HENSOLDT operates. On the shareholder side in particular, a significant number of members have many years of international experience in the management of an international company, corporate governance, risk management and compliance, as well as capital market and human resources issues. In the Chair of the Audit Committee, Ingrid Jägering, at least one member of the Supervisory Board has proven expertise in the fields of accounting or auditing. In addition, the Chair of the Supervisory Board as well as Marco R. Fuchs have in-depth knowledge in these areas. In addition, from the Supervisory Board's point of view, the employee side in particular ensures that the interests of numerous stakeholders are adequately taken into account within the work of the Supervisory Board.
| The implementation of the competency profile is disclosed below in the form of a qualification matrix: | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | -------------------------------------------------------------------------------------------------------- |
| Reiner Winkler |
Armin Maier Junker |
Dr. Jürgen Bestle |
Jürgen Bühl |
Raffaella Luglini |
Marco R. Fuchs |
|
|---|---|---|---|---|---|---|
| Representative of the employees | l | l | l | |||
| Independence1 | l | l | l | |||
| Industry Expertise | l | l | l | l | l | l |
| Accounting | l | l | l | l | ||
| Audit | l | l | l | l | ||
| Corporate Governance, Compliance | l | l | l | l | l | l |
| Capital Markets | l | l | l | l | ||
| Risk Management | l | l | l | l | l | l |
| International Security Policy | l | l | l | l | ||
| Antitrust Law | ||||||
| International Experience | l | l | l | l | l | |
| Leadership of International Company | l | l | l | l | ||
| Digitalisation / lT | l | l | l | l | l | l |
| Human Resource Management | l | l | l | l | l | |
| Sustainability | l | l | l | l | l | l |
| Operations / Operational Excellence / Project Management |
l | l | l | l | l | |
| Public Relations | l | l | l | l |
| Achim Gruber |
lngrid Jägering |
Marion Koch |
Giuseppe Panizzardi |
Julia Wahl |
Hiltrud D. Werner |
|
|---|---|---|---|---|---|---|
| Representative of the employees | l | l | l | |||
| Independence1 | l | l | l | |||
| Industry Expertise | l | l | l | l | l | l |
| Accounting | l | l | l | l | l | l |
| Audit | l | l | l | l | l | l |
| Corporate Governance, Compliance | l | l | l | l | l | l |
| Capital Markets | l | l | l | l | l | |
| Risk Management | l | l | l | l | l | l |
| International Security Policy | l | l | l | |||
| Antitrust Law | l | l | l | |||
| International Experience | l | l | l | l | l | l |
| Leadership of International Company | l | l | l | l | ||
| Digitalisation / lT | l | l | l | l | l | l |
| Human Resource Management | l | l | l | l | l | l |
| Sustainability | l | l | l | l | l | l |
| Operations / Operational Excellence / Project Management |
l | l | l | |||
| Public Relations | l | l |
1 In the opinion of the Supervisory Board, the member of the Supervisory Board is independent of the company and its Management Board.
l Criterion met, based on self-assessment of the Supervisory Board. One point means a self-assessment of the qualification of at least "50 %".
The rules of procedure of the Supervisory Board contain a flexible provision on age limits. Accordingly, only persons who are not older than 70 should be proposed for election. This standard age limit is currently not exceeded by any Supervisory Board member.
For further information on the representation of women on the Boards of HENSOLDT AG, please refer to section "5.4 Disclosure on the representation of women on the Management Board and Supervisory Board and at the top management levels of HENSOLDT AG".
In future proposals to the general meeting for the election of shareholder representatives, the Supervisory Board will take into account its competency profile and the objectives for the composition of the Supervisory Board, which are included in this profile, the requirements of the Financial Market Integrity Strengthening Act (FISG) in relation to the composition of the Audit Committee as well as diversity aspects and expertise in significant sustainability matters for the Company. In addition, the Supervisory Board will take the time commitment of the proposed persons into account when making proposals to the general meeting for the election of shareholder representatives.
Each member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board. Information about disclosed conflicts of interest that arose in the past fiscal year and their handling is provided in the "Report of the Supervisory Board".
The Supervisory Board assessed that, taking into account the ownership structure of HENSOLDT AG, an appropriate number of shareholder representatives are independent by definition of the Code. On the shareholder representative's side, the Supervisory Board considers Raffaella Luglini, Marco R. Fuchs, Ingrid Jägering, Letizia Colucci (Member of the Supervisory Board up to 31 May 2024), Giuseppe Panizzardi, Hiltrud Werner and Reiner Winkler to be independent of the Company and of its Management Board, which amounts to all six shareholder representatives. Consequently, recommendation C.9 (1) of the Code is complied with.
With regard to recommendation C.9 of the Code, the Supervisory Board classifies Letizia Colucci (Member of the Supervisory Board until 31 May 2024), Giuseppe Panizzardi and Raffaella Luglini (Member of the Supervisory Board with effect as of 1 July 2024) as employees of Leonardo or companies affiliated with Leonardo and as independent. With a 22.8 % shareholding in HENSOLDT, Leonardo does not constitute a controlling shareholder, as neither a control agreement has been concluded nor does Leonardo hold an absolute majority of votes or any other sustainable majority at the general meeting. The Supervisory Board thus assumes that the aforementioned Supervisory Board members are independent of the Management Board and the Company within the meaning of recommendation C.7 of the Code. The Supervisory Board assumes that the existing business relationships between the HENSOLDT Group on the one hand and companies affiliated with Leonardo on the other hand were not material for either of the business partners in the previous year. In addition, the Supervisory Board assumes that Letizia Colucci, Raffaella Luglini and Giuseppe Panizzardi did not exercise or do not exercise any board function or advisory duties at Leonardo within the meaning of recommendation C.12 of the Code. None of Letizia Colucci, Raffaella Luglin or Guiseppe Panizzardi hold any personal relationships with Leonardo in terms of recommendation C.12 of the Code. Of the other companies in which Letizia Colucci, Raffaella Luglini or Guiseppe Panizzardi were a member of a governing body in the fiscal year 2024, no mandate can be classified as a governing body function at a significant competitor.
To the extent permitted by law, the Supervisory Board may transfer some of its duties and rights to one of its committees. In particular, the Supervisory Board reserves the right, if necessary, to form a committee for confidentiality matters to deal with classified information. The committees are each responsible for the tasks assigned to them by resolution of the Supervisory Board or by the rules of procedure adopted by the Supervisory Board, which define these tasks in more detail. The chairs of the committees shall report regularly to the Supervisory Board on the activities of the committees. The responsibilities of the Supervisory Board committees are set out in the rules of procedure for the Supervisory Board. The rules of procedure of the committees essentially correspond to those of the Supervisory Board in a plenary session.
In the fiscal year, the Supervisory Board formed six permanent committees. More details on the work of the committees in the reporting period, including the number of respective meetings and information on the attendance of committee members at the meetings, can be found in the "Report of the Supervisory Board".
There are six members of the Presidial Committee. The Presidial Committee is composed of the Chair of the Supervisory Board, their deputy and two members from both the employee and shareholder sides. In the reporting period, Reiner Winkler (Chair), Armin Maier-Junker22, Jürgen Bühl3 , Giuseppe Panizzardi, Hiltrud Werner as well as Dr. Jürgen Bestle22 were members of the committee. The Presidial Committee prepares proposals to the Supervisory Board for the appointment and dismissal of Management Board members and the extension of their mandates, the handling of service contracts with Management Board members, Management Board succession planning, and corporate governance issues. The Presidial Committee is also responsible for concluding, amending, extending and terminating
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service contracts with the members of the Management Board within the framework of the remuneration system determined by the Supervisory Board in a plenary session and the general meeting and within the targets set by the Supervisory Board in a plenary session for the variable remuneration of the individual Management Board members. In addition, the Presidial Committee makes proposals to the Supervisory Board for resolutions on existing or anticipated conflicts of interest of members of the Management Board. Furthermore, the Presidial Committee makes proposals for the approval of other contracts and transactions between the Company or a subsidiary of the Company on the one hand and a member of the Management Board or persons or companies related to a member of the Management Board on the other, unless the Related Party Transactions Committee is responsible.
The Audit Committee is composed of two shareholder representatives and two employee representatives. In the reporting period, Ingrid Jägering (chair), Marion Koch4 , Giuseppe Panizzardi as well as Julia Wahl23 were members of the committee. The chair of the Audit Committee, Ingrid Jägering, is independent in the assessment of the Supervisory Board. She has not been a member of the Management Board of HENSOLDT AG in the past, nor does she have any other personal or business relationship with HENSOLDT AG or its institutions, which could constitute a material and not only temporary conflict of interest. She is not simultaneously Chair of the Supervisory Board. She has expertise in the fields of accounting and auditing due to her long years of work as CFO in different companies. Giuseppe Panizzardi has many years of professional experience in the areas of M&A and capital market transactions, inter alia at the Leonardo Group (M&A transactions and corporate development), as well as at a major international bank and an Italian credit institution. Giuseppe Panizzardi is familiar with financial matters in the broadest sense and, due to his many years of experience with mergers and acquisitions, he is also able to interpret audit reports, expert opinions and similar reports. HENSOLDT AG thus meets the requirements of section 100 (5) German Stock Corporation Act (AktG) in conjunction with section 107 (4) sentence 3 AktG in terms of the audit committee.
The Audit Committee is tasked with auditing the accounting and with monitoring the accounting process. In connection with the adoption of the Annual Financial Statements by the Supervisory Board, the Audit Committee undertakes the preliminary review of the Annual and Consolidated Financial Statements, the Combined Management Report of HENSOLDT AG and the Group, and the proposal of the Management Board for the appropriation of the balance sheet profit. In addition, the Audit Committee discusses significant changes in audit and accounting methods. The Audit Committee prepares the report of the Supervisory Board to the general meeting in accordance with section 171 (2) AktG.
The Audit Committee also reviews the effectiveness of the internal control system, the risk management system and the internal auditing system. For this purpose, the Committee discusses the principles of risk identification and risk management with the Management Board and deals with the Company's risk monitoring system. The Audit Committee monitors the Company's compliance with legal provisions, official regulations and the Company's internal policies, where these do not relate to transactions and regulations concerning anti-corruption, antitrust (competition law), data protection and export control, which are duties of the Compliance Committee of the Supervisory Board.
The Audit Committee prepares the resolution proposal to the general meeting regarding the election of the auditor for the Annual Financial Statements and the Consolidated Financial Statements as well as any quarterly and half-yearly reports. The Audit Committee monitors the selection and the independence of the auditor. It also oversees the work of the auditor, including the additional services provided by the auditor.
The Conciliation Committee consists of the chair of the Supervisory Board as chair of the committee, their deputy elected in accordance with the German Codetermination Act (MitbestG), and one additional representative each for both shareholders and employees. In the reporting period, Reiner Winkler (chair), Jürgen Bühl23, Armin Maier-Junker23and Marco R. Fuchs were members of the committee. In the cases set out in section 31 (3) and (5) MitbestG, the Conciliation Committee shall submit proposals to the Supervisory Board for the appointment or withdrawal of the appointment of members of the Management Board.
The Compliance Committee is composed of two shareholder representatives and two employee representatives. In the reporting period, Hiltrud Werner (chair), Letizia Colucci (until the end of the day on 31 May 2024), Raffaella Luglini (with effect as of 26 July 2024), Dr. Jürgen Bestle23 and Achim Gruber23 were members of this committee. The Compliance
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Committee's task is to monitor the Company's compliance with legal provisions, official regulations and internal Company policies relating to anti-corruption, antitrust (competition law), data protection and export control.
The Related Party Transactions Committee shall be composed of two shareholder representatives and two employee representatives, taking into account that the majority of the Committee shall be composed of members for which no concern of a conflict of interest exists due to their relationship with a related party. In the reporting period, Reiner Winkler chair), Jürgen Bühl5 , Hiltrud Werner as well as Armin Maier-Junker24 were members of this committee. The tasks of the Related Party Transactions Committee are to monitor the Company's internal procedure for the ordinary course of business and the arm's length nature of related party transactions within the meaning of section 111a (1) AktG, and to approve related party transactions in accordance with section 111b AktG. For such transactions, the decision-making authority of the committee takes precedence over the decision-making authority of other committees.
The Nomination Committee consists of up to four Supervisory Board members from the shareholder's side. In the reporting period, Reiner Winkler (chair), Ingrid Jägering, Marco R. Fuchs and Giuseppe Panizzardi were members of the committee. When appointing members to this committee, the Supervisory Board ensures an appropriate representation of women and men. The Nomination Committee proposes suitable candidates to the Supervisory Board for its election proposal to the general meeting. The Nomination Committee is also responsible for preparing a proposal for the competency profile, reviewing the existing competency profile, and recommending any adjustments.
The legally required gender quota of 30.0 % in accordance with section 96 (2) German Stock Corporation Act (AktG) applies to the Supervisory Board. To prevent any potential unequal treatment of shareholder or employee representatives and to increase planning security in the respective election processes, the shareholder representatives on the Supervisory Board have objected to the overall fulfilment of the quota in accordance with section 96 (2) sentence 2 AktG. This means the shareholder side and the employee side must meet the minimum quota of 30.0 % for each gender separately. The shareholder and employee sides must therefore each include at least two women and at least two men.
In the reporting period, there were three women on the shareholder side and two women on the employee side. The legally required gender quota was therefore complied with in the previous fiscal year.
The Supervisory Board of HENSOLDT AG has set a target for the proportion of women on the Management Board in accordance with section 111 (5) German Stock Corporation Act (AktG). When the target was first set, a minimum target of 25.0 % was set until the end of the first implementation period on 11 August 2025. With the withdrawal of Celia Pelaz Perez from the Management Board, effective from the end of the day on 31 August 2024, the proportion of women is 0 %.
According to the German Stock Corporation Act in the version of the Second Leadership Positions Act ("FüPoG II") which has been in force since 12 August 2021, at least one woman and at least one man must be a member of the Management Board (minimum participation requirement) if the Management Board consists of more than three persons (section 76 (3a) AktG). At the end of the reporting year, the Management Board of HENSOLDT AG consisted of three persons, meaning that the minimum participation requirement does not apply.
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In accordance with section 76 (4) AktG, the Management Board also sets targets for the proportion of women in the two management levels below the Management Board. In 2021 the Management Board set the following quotas for women's participation to be achieved by 8 December 2026:
A quota of 16.6 % is to be achieved at the first management level below the Management Board. This quota is achieved at the end of the reporting period.
A quota of 20.0 % is to be achieved at the second management level below the Management Board. This quota is achieved at the end of the reporting period.
In determining the respective quotas, the Management Board was guided by the following considerations: The Management Board pursues the goal of increasing the proportion of women in management positions at the group level. HENSOLDT AG is therefore guided by the overriding determination of the proportion of women at group level, as has already been carried out.
Even independently of setting targets for the proportion of women, the Management Board pays attention to diversity when filling management positions within the HENSOLDT Group, particularly with regard to the appropriate representation of all gender identities as well as the international experience and origin of employees.
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