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STRATEC SE — Governance Information 2025
Apr 14, 2025
416_cgr_2025-04-13_774e76c4-2f13-4bba-9051-a9724cb58e7f.pdf
Governance Information
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CORPORATE GOVERNANCE STATEMENT
WITH REPORT ON CORPORATE GOVERNANCE
Corporate governance at STRATEC SE (hereinafter: STRATEC) is determined by applicable laws, in particular the requirements of company law, the Articles of Association and internal regulations, and standards of good, responsible corporate governance. The German Corporate Governance Code (www.dcgk.de) provides recommendations and suggestions for the corporate governance to be applied at STRATEC in accordance with recognized standards.
STRATEC's Board of Management and Supervisory Board are convinced that good corporate governance provides a key foundation for the company's sustainable success and enhances the trust placed in the company by its shareholders, business partners, and employees, as well as by the financial markets.
In what follows, STRATEC's Board of Management and Supervisory Board report on the principles underlying their corporate governance in accordance with the legal requirements set out in § 289f and § 315d of the German Commercial Code (HGB) and on corporate governance at the company in accordance with Principle 23 of the German Corporate Governance Code. The declaration on the German Corporate Governance Code submitted pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance") and updates to such declarations form a constituent component of the Corporate Governance Declaration. The Corporate Governance Declaration with the Report on Corporate Governance form an unaudited component of the Management Reports accompanying the 2024 Annual and Consolidated Financial Statements.
1. Declaration pursuant to § 161 of the German Stock Corporation Act (AktG)
At its meeting on December 9, 2024, the Supervisory Board addressed the German Corporate Governance Code in its current version and, together with the Board of Management, submitted the following declaration pursuant to § 161 of the German Stock Corporation Act (AktG):
"Declaration of Compliance by the Board of Management and the Supervisory Board of STRATEC SE with the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG)
The Board of Management and Supervisory Board of STRATEC SE declare that the recommendations of the German Government Commission on the German Corporate Governance Code in the version dated April 28, 2022 were complied with since the submission of the previous Declaration of Compliance on November 24, 2023 with the exception of the deviations mentioned below and that these recommendations will be complied with in future with the exception of the deviations mentioned below:
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Section F.2
The German Corporate Governance Code recommends that the consolidated financial statements and the group management report should be made publicly accessible within 90 days from the end of the financial year and that mandatory interim financial information should be made publicly accessible within 45 days from the end of the reporting period.
The aforementioned publication deadlines for the consolidated financial statements and the group management report have not been and in some cases are not complied with. However, the company does comply with the legal publication deadlines as well as the deadlines stated in the stock exchange rules ("Börsenordnung") of the Frankfurt Stock Exchange regarding the regulated market with additional obligations arising from admissions ("Prime Standard"), namely of four months for the annual financial report, three months for the half-yearly financial report, and two months for the quarterly statements. In the absence of uniform rules and regulations regarding publication deadlines, the company reserves the right to deviate from Section F.2."
As a company, STRATEC is not subject to special legal regulations pursuant to Section F.4 of the German Corporate Governance Code. There are therefore no over-riding legal stipulations that have resulted in Code recommendations not being applicable.
Together with the Declarations of Compliance for the past five years, which are no longer up-to-date, this Declaration of Compliance is also available on the company's website at www.stratec.com > Company > Investors > Corporate Governance > Declaration of Compliance.
2. Relevant disclosures on corporate governance practices
Together with the Corporate Governance Statements for the past five years, which are no longer up-to-date, this Corporate Governance Statement is also available on the company's website at www.stratec.com > Company > Investors > Corporate Governance > Corporate Governance Statement.
Diversity
STRATEC views a diverse workforce as a great source of added value. A wide range of personal and cultural diversity is seen as a force driving innovation and enables the company to respond more closely and swiftly to technological changes and customers' needs. Maintaining an open and tolerant corporate culture is therefore a matter of course for STRATEC and also assists the company in its efforts to recruit qualified employees, particularly at times when specialists are in short supply.
STRATEC treats all employees equally and provides them with the same career opportunities irrespective of their age, background, race, skin color, marital status, health condition, psychological or physical disabilities, nationality, religious affiliation, gender, or sexual orientation.
STRATEC is aware that its managers have a pivotal role to play in promoting diversity and inclusion. In view of this, diversity is actively promoted in practice by STRATEC's Board of Management.
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Compliance management system
Measures to prevent corruption, bribery, and any other violations of the law form an integral component of STRATEC's understanding of compliance and of its compliance management system. At STRATEC, compliance-related measures are summarized in its Group-wide mandatory Corporate Compliance Policy. This is binding for all employees and is regularly revised and updated based on analysis and assessment of the annual risk reports from individual STRATEC companies. At STRATEC, an understanding of corporate compliance is viewed as a key cornerstone of day-to-day business operations both within the company and in its external dealings. In this respect, compliance with a variety of legal systems and statutory regulations is just as important as compliance with ethical principles. These guidelines are communicated to all employees, managers, and members of the Board of Management in training sessions and with structured feedback. An awareness and understanding of applicable requirements is the only way to ensure overall compliance by all of the persons involved and only this way can the company ensure that its international business dealings are compliant with the necessary standards. To standardize the compliance culture throughout the company, regular training is also provided to local compliance officers at all of STRATEC's subsidiaries, who are also enabled to share their experiences. The aim here is to maintain a uniform compliance management system across the Group and support local officers in implementing the relevant requirements. As well as providing training to new employees, the company also holds regular refresher training sessions to familiarize all employees with its understanding of compliance.
STRATEC's Corporate Compliance Policy includes the following elements:
A basic explanation of STRATEC's understanding of compliance, as well as an explanation of the compliance management system; preventing corruption, i.e. upholding the integrity necessary in business dealings, and in particular the prohibition of any illegitimate exercising of influence; information and assistance for compliance with all requirements set by the law and the respective authorities, as well as with internal requirements; the obligation to provide a fair and respectful working environment at the company; assistance to avoid conflicts of interest between private and business matters; compliance with the requirements of capital market, antitrust, and tax laws; copyright and license conformity; regular training of employees and information material on the intranet and on information boards; respectful and professional conduct at the company; opportunities to report suspected breaches of compliance.
STRATEC's compliance management system is continually being extended and further optimized to address topics of current relevance. This enables managers on various levels to detect specific risks and, by taking suitable measures, to reduce or avert these risks entirely. These processes are supplemented by discussions held at irregular intervals between managers and the relevant compliance officer. These discussions enable potential conflicts or questionable matters in the departments to be identified and clarified at an early stage. The conclusive findings of these discussions are reported by the compliance officers in anonymized form to the Board of Management. The Board of Management discharges its reporting obligations towards the Supervisory Board.
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In addition, the regular monitoring of tax-related risks within the Group is safeguarded by a tax compliance management system (Tax CMS). This is intended to monitor, identify, and analyze any potential tax risks in good time with the aim of minimizing and/or avoiding any such risks.
Furthermore, STRATEC has established a Compliance Board. The aim here is to achieve greater transparency, agility, and diversity when it comes to identifying risks and to work together as a board when setting the compliance-related targets for the respective year.
STRATEC expects all its employees to adhere to its compliance requirements and thus ensure that all decisions and actions taken in their areas of responsibility are always consistent with the Corporate Compliance Policy. A whistleblower system enabling breaches of regulations or legal requirements to be reported has been in place since 2017 and has also been integrated into the company's intranet and external website. The whistleblower system enables reports to be submitted anonymously, meaning that it is not possible to trace such reports to the respective informant.
The Corporate Compliance Policy is available on the company's website at www.stratec.com > Company > Corporate Compliance verfügbar.
Further information about the Corporate Compliance Policy can be found in the "ESRS S1 Own workforce – Policies related to own workforce" section of the Non-Financial Group Declaration. This forms a component of the Group Management Report in the 2024 Annual Report.
In addition, STRATEC adheres to the requirements of the law and of its Articles of Association (www.stratec.com > Company > Investors > Corporate Governance > Articles of Association) and, apart from those deviations listed in the aforementioned declaration pursuant to § 161 of the German Corporate Governance Act (AktG), also complies with the German Corporate Governance Code (www.dcgk.de).
Corporate Social Responsibility
Since its foundation more than 45 years ago, a responsible mindset and sustainable operations have been one of the foundations enabling STRATEC to grow from a small startup into what is now a company with global operations. By implementing sustainability topics in its corporate strategy, STRATEC is accounting for its responsibility towards society. Given the high priority accorded to them, corporate social responsibility topics are managed at the STRATEC Group by the Board of Management, which discusses these and formulates suitable targets with and on behalf of the members of the first management level and for the management at subsidiaries. Within the Supervisory Board, Dr. Hiller has been appointed as the member responsible for topics relating to corporate social responsibility. Furthermore, STRATEC has established an ESG (Environmental Social Governance) Board. This comprises the managers responsible for those company divisions that are especially relevant to sustainability aspects (Procurement, Human Resources, Production, Legal and Compliance, Finance and Risk Management, Quality Management, Project Management, Investor Relations, Sustainability, Corporate Communications). It additionally includes staff performing specialist functions. Together with the managers responsible for the risk management system, the ESG Board addresses topics which include the materiality and risk analyses in the field of corporate social responsibility. In addition, the ESG Board identifies potential improvements for sustainability and oversees the introduction of measures aimed at achieving defined targets (as well as monitoring target
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achievement). Materiality aspects relevant to corporate social responsibility are continually evaluated and adapted in line with changing circumstances. The opportunities and risks associated with corporate social responsibility are regularly assessed and continually monitored within the risk management system.
STRATEC is a signatory to the UN Global Compact of the United Nations, the world's largest initiative for sustainable and responsible corporate governance. As a signatory, STRATEC is committed to upholding the ten principles of the UN Global Compact, which include the topics of human rights, work, environment, and combating corruption. Furthermore, STRATEC supports the UN's 2030 Agenda for Sustainable Development and the 17 associated goals (Sustainable Development Goals).
The Group Sustainability Statement prepared by STRATEC SE for the 2024 financial year in order to meet the requirements of § 315b and § 315c of the German Commercial Code (HGB) also complies on a voluntary basis with the requirements of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 – Corporate Sustainability Reporting Directive, (CSRD).
Pursuant to § 289d HGB, this Non-Financial Group Declaration was prepared on the full basis of the first sentence of the European Sustainability Reporting Standards (ESRS) as the framework. No other frameworks or standards were referred to.
To align its strategy and business model to a sustainable economy and ensure that they are consistent with limiting global warming to $1.5^{\circ}\mathrm{C}$ in accordance with the Paris Climate Agreement, STRATEC has compiled a transition plan for climate change mitigation (transition plan). This sets out the strategic measures and steps required to reach the company's climate change mitigation targets.
In developing these targets, the company accounted for the standards placed in science-based targets by the Science Based Targets initiative (SBTi) and submitted these to the SBTi for validation in September 2024. SBTi is a joint initiative of the CDP, the United Nations Global Compact, the World Resources Institute (WRI), and the World Wide Fund for Nature (WWF). Furthermore, in setting targets the company also accounted for the methods and requirements of various ESG rating agencies.
On March 14, 2025, STRATEC was able to announce that its targets to reduce greenhouse gas emissions had been validated by the SBTi. The targets validated by the SBTi are as follows:
- Short-term target – The short-term target provides for reducing absolute greenhouse gas emissions in Scope 1, Scope 2, and Scope 3 by $50.4\%$ in each case by 2032 compared with the 2023 base year.
- Long-term targets – Reduction in absolute Scope 1 and Scope 2 greenhouse gas emissions by $90\%$ by 2045 compared with the 2023 base year. Furthermore, it is also planned to reduce absolute Scope 3 greenhouse gas emissions by $90\%$ over the same period.
- Net zero target – STRATEC is committed to achieving net zero greenhouse gas emissions throughout its value chain by 2045.
More detailed information about sustainability can be found in the Non-Financial Group Declaration, which is a constituent component of the Group Management Report in the 2024 Annual Report. This also contains more detailed information about governance at the company.
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Quality management system
Most of STRATEC's products are supplied to partners operating in strictly regulated markets. Quality management therefore represents a core aspect of STRATEC's business model and forms the basis for the success both of the company and of its partners.
STRATEC is committed to permanently improving the quality of its processes and services. Most of its products are subject not only to the strict requirements of the German Medical Products Act, but also to numerous national and international regulations that have to be complied with when entering the respective markets.
To satisfy these requirements, STRATEC has established a high-performance, certified quality management system. This accounts for the ever growing body of regulatory requirements in international markets and the ever more extensive number of requirements on national level. At the same time, it is the prerequisite for ensuring consistently high product quality.
Among others, the tasks performed by the Quality Management and Regulatory Affairs department include ensuring that the products comply with all necessary regulatory requirements for medical products, supplier evaluation and qualification, and continuously improving the quality management system.
The design and manufacture of an analyzer system also involves regular audits by customers, the authorities, certification bodies, and internal company departments at our development and production locations. These are prepared and accompanied by our quality management team.
Consistent with the motto "one world – one company – one quality", STRATEC has set itself the target of largely harmonizing its quality management system. Due account is taken of the specific needs of individual locations resulting from their different focuses (product types, development, production, etc.). STRATEC employees at the various locations form teams of experts for individual specialisms to promote the sharing of information within the company, support one another with their skills and experience, and ensure a coordinated approach.
Information about the standards to which STRATEC is committed and under which it is certified can be found at the company's website at www.stratec.com > Company > Quality.
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3. Description of mode of operation of Board of Management and Supervisory Board and composition and mode of operation of their committees
German stock corporation law provides for a two-tier system of corporate management. The Board of Management and Supervisory Board of STRATEC SE, which has a dualistic management structure, cooperate closely to the company's benefit. In this, the company is managed by the Board of Management and supervised by the Supervisory Board.
Board of Management and its mode of operation
The Board of Management manages the company with the aim of achieving sustainable value creation. It does so under its own responsibility and in the company's best interests, i.e. taking due account of the interests of the company's shareholders, employees, and other stakeholders. The Board of Management manages the company in accordance with the requirements of law, the Articles of Association, and its own Code of Procedure. The Board of Management is committed to the principles of good, responsible, and efficient corporate governance. It follows the requirements of the German Corporate Governance Code in its respectively valid version to the extent that compliance with such is declared in its annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance"). The Board of Management develops the company's strategy, coordinates this with the Supervisory Board and ensures its implementation. Furthermore, it ensures that the company has appropriate risk management and risk controlling, as well as a compliance management system appropriate to the company's risk situation.
In appointing candidates to management positions at the company, the Board of Management considers diversity and aims in particular to ensure the appropriate participation of women. The Board of Management stipulates target values for the share of women in the two management levels below the Board of Management.
The Supervisory Board issues Code of Procedure for the Board of Management which, in particular, include a catalog of transactions requiring the approval of the Supervisory Board, stipulate the allocation of duties and cooperation within the Board of Management, and govern the cooperation of the Board of Management with the Supervisory Board.
The members of the Board of Management bear joint responsibility for managing the company. They work together as colleagues and keep each other regularly informed of all significant measures or developments in their areas of responsibility.
Each member of the Board of Management manages the area of responsibility allocated to him under his own responsibility. For measures and transactions affecting several areas of responsibility, the relevant members of the Board of Management are required to agree the approach to be taken and, if necessary, seek a resolution adopted by the full Board of Management.
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Should he have concerns regarding a matter in a given area of responsibility, each member of the Board of Management is obliged to seek a resolution from the Board of Management if the concerns cannot be remedied following discussion of the matter with the relevant member of the Board of Management.
As a rule, the Board of Management adopts resolution at meetings, which are generally held once a week and convened by the Chief Executive Officer at the request of a member of the Board of Management or where urgent action is required. The Chief Executive Officer may order that a resolution should be adopted remotely by circulating the respective documents, unless another member objects to such procedure.
The Board of Management should, whenever possible, adopt unanimous resolutions. In the particular case that no agreement can be reached, the meeting chair determines whether a vote should be held or the resolution should be adjourned. In the case of adjournment, a resolution must be passed on the matter at the following meeting. Resolutions that are not adopted unanimously are minuted with the relevant voting ratios.
The Board of Management only has a quorum when at least half its members are present. Members of the Board of Management may participate in the adoption of resolutions by casting their votes in writing, by fax, telephone, or electronically. The results are determined by a simple majority of votes cast. In the event of a parity, the Chief Executive Officer has the casting vote. Should the Chief Executive Officer be absent or prevented from voting, in the event of a parity of votes the draft resolution is deemed to have been rejected.
The full Board of Management adopts resolutions on matters of fundamental importance and consequence for the company. These also involve matters for which a decision by the full Board of Management is required by law, the Articles of Association, or the Code of Procedure. These include, for example, the preparation of the annual financial statements, the convening of the Annual General Meeting, and proposals concerning the resolutions to be adopted at the Annual General Meeting.
The Chief Executive Officer coordinates the areas of responsibility of the Board of Management. He is obliged to ensure that the company is uniformly managed on the basis of the targets stipulated in resolutions adopted by the Board of Management. He represents the Board of Management and the company in public. The Chief Executive Officer in particular is regularly in contact with the Supervisory Board Chair to discuss the company's strategy, business performance, risk management, and sustainability issues. He provides immediate report to the Supervisory Board Chair of any significant events of material relevance for assessing the company's position, performance, or management.
Members of the Board of Management are bound to observe the company's best interests and subject to an extensive prohibition on competition during their period of activity. No member of the Board of Management may pursue personal interests in their decisions or exploit for themselves business opportunities to which the company is entitled. Each member of the Board of Management must disclose any conflicts of interest to the Chair of the Supervisory Board and to the Chair or Spokesperson of the Board of Management without undue delay and inform the other members of the Board of Management. Sideline activities, especially supervisory board mandates outside the Group, may only be assumed with the approval of the Supervisory Board.
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All transactions between the company on the one hand and members of the Board of Management and persons and enterprises closely related to such on the other hand must be performed on terms customary to the sector.
Supervisory Board and its mode of operation
The Supervisory Board advises and supervises the Board of Management in its management of the company. It is directly involved in all decisions of fundamental importance to the company. Its supervision and advice also include sustainability issues in particular.
The Supervisory Board performs its activities in accordance with the requirements of the law, the Articles of Association, and its Code of Procedure. Supervisory Board members have the same rights and obligations and are not bound by instructions. The Supervisory Board is committed to the principles of good, responsible, and efficient corporate governance. It follows the respectively valid requirements of the German Corporate Governance Code to the extent that compliance is declared in the annual Declaration of Compliance with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) ("Declaration of Compliance").
The Supervisory Board appoints members of the Board of Management and may also dismiss them. Any first-time appointment of a member of the Board of Management is for a maximum term of three years. Any reappointment of a member of the Board of Management prior to one year before the end of an appointment period at the same time as termination of the current appointment only happens if special circumstances apply. The Supervisory Board ensures that the composition of the Board of Management is consistent with diversity considerations appropriate to the company's business (see "Diversity concept for composition of Board of Management"). From the perspective of the company's management, the basic criteria applicable when selecting candidates for positions on the Board of Management particularly include the personality, specialist qualifications for the area for which responsibility is to be assumed, integrity, management qualities, and diversity factors. The Board of Management and Supervisory Boards continually address the topic of long-term succession planning for the Board of Management. In the past year as well, the Supervisory Board discussed successors for the Board of Management and long-term personnel planning, taking due account of the considerations submitted by the Board of Management. The Supervisory Board determines specific objectives regarding its composition and prepares a competence profile for the entire board. In this, it takes the principle of diversity into account. The competence profile for the Supervisory Board also includes expertise relating to sustainability issues relevant to the company. The implementation status for the competence profile is disclosed in the qualification matrix for the overall Supervisory Board in Section 5 "Diversity concept for composition of Supervisory Board". Based on legal requirements governing the equal participation of women and men in management positions, the Supervisory Board stipulates target values for the share of women in the Supervisory Board and the Board of Management.
The Supervisory Board decides on a clear and comprehensible remuneration system for the members of the Board of Management and, on this basis, determines the actual remuneration for each member of the Board of Management. The Annual General Meeting generally adopts advisory resolutions on the approval of the
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remuneration system for the members of the Board of Management prepared by the Supervisory Board, upon any material change to the remuneration system, and as a minimum every four years. Furthermore, similar to the resolutions adopted for the remuneration system for the Board of Management, the Annual General Meeting adopts advisory resolutions on the approval of the remuneration system for members of the Supervisory Board submitted by the Supervisory Board. In addition, the Annual General Meeting adopts recommendatory resolutions on the approval of the remuneration report for the preceding financial year.
The Supervisory Board has adopted Code of Procedure which, among other aspects, govern cooperation within the Supervisory Board and with the Board of Management. The Code of Procedure for the Supervisory Board are published on the company's website.
Supervisory Board members are elected by shareholders at the Annual General Meeting. The Supervisory Board is convened when necessary and holds at least two meetings in each half of the calendar year, and also regularly meets in the absence of the Board of Management.
The number of meetings and key topics thereby addressed are presented in the Supervisory Board Report. This report also states how many meetings of the Supervisory Board and its committees were held in person or as video or telephone conferences and discloses how many of the meetings were attended by the individual members of the Supervisory Board.
The Supervisory Board is convened by the Supervisory Board Chair, with simultaneous communication of the agenda, or, should he be prevented from doing so, by his Deputy, with a notice period of 14 days. A meeting must also be convened when requested by a Supervisory Board member or the Board of Management, with stipulation of the purpose of and reasons for the meeting.
As a rule, the Supervisory Board adopts resolutions at meetings that are chaired by its Chair. If so instructed by the Supervisory Board Chair, resolutions may also be adopted outside meetings, in this case in writing or by fax, telephone, or other forms of communication provided that no Supervisory Board member objects to the procedure. Such resolutions are documented by the Chair in a written protocol which is made available to all members via the meeting management system. Absent Supervisory Board members may participate in the adoption of resolutions in writing, verbally, by telephone, fax, or e-mail by having their votes cast by another Supervisory Board member.
Unless otherwise stipulated by law, resolutions are adopted on the basis of a simple majority of votes. Abstentions do not count as votes. For elections, relative majorities are deemed adequate. In the event of a parity of votes, also in elections, the Supervisory Board Chair has the casting vote.
The Supervisory Board has a quorum when all of its members have been correctly invited to the meeting or have been requested to cast their votes outside a meeting and at least three members then participate in the adoption of the resolution. Members abstaining are also deemed to participate in adoption of the resolution.
The Supervisory Board Chair coordinates the activities of the Supervisory Board, chairs its meetings, and represents its matters externally. The Supervisory Board Chair is also available within reasonable limits to discuss Supervisory Board-related issues with investors. He is authorized on behalf of the Supervisory Board
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to submit and accept declarations of intent on the part of the Supervisory Board to the extent necessary to execute Supervisory Board resolutions. He is regularly in contact with the Board of Management, and in particular the Chief Executive Officer, to discuss with them issues relating to the company's strategy, planning, business development, risk management, and sustainability issues. The Supervisory Board Chair is informed by the Chief Executive Officer without undue delay of major events that are of material importance for assessing the company's status and performance, and for managing the company. The Supervisory Board Chair subsequently informs the Supervisory Board and, if required, convenes an extraordinary Supervisory Board meeting.
The Supervisory Board regularly assesses how effectively the Supervisory Board and its committees are discharging their duties. The internal self-assessment (efficiency review) recently performed by means of a structured catalog of questions in December 2024 established that the activities of the Supervisory Board are efficient in every respect.
Supervisory Board members are bound to observe the company's best interests. In their decisions, they must neither pursue personal interests nor exploit for themselves business opportunities to which the company is entitled. Each Supervisory Board member is obliged to inform the Supervisory Board Chair of any conflicts of interest without undue delay. In the event of material conflicts of interest that are not only temporary, the Supervisory Board member is obliged to retire from his or her position. In its report to the Annual General Meeting, the Supervisory Board discloses any conflicts of interest that have arisen and how they were addressed. Supervisory Board members receive adequate support from the company when they assume their positions and when they draw on training or professional development measures at their own initiative to enable them to fulfil their duties. Within an onboarding process, Supervisory Board members elected for the first time or appointed by court have the opportunity to familiarize themselves with the specific features of the company, its market and competitive situation, and the legal framework, and in particular with corporate governance and the compliance management system. The Report of the Supervisory Board provides information about the measures performed.
Cooperation of Board of Management and Supervisory Board
The Board of Management and the Supervisory Board cooperate closely to the benefit of the company.
The Board of Management develops the company's strategy, coordinates this with the Supervisory Board and ensures its implementation. It discusses the current state of strategy implementation with the Supervisory Board at regular intervals.
For transactions of fundamental importance, the Articles of Association and the Code of Procedure for the Board of Management stipulate that such transactions are subject to approval by the Supervisory Board. The Supervisory Board is thus directly involved in decisions or measures of fundamental importance.
Ensuring that the Supervisory Board is kept adequately informed is a task incumbent on both the Board of Management and the Supervisory Board. The Board of Management provides the Supervisory Board on a regular basis, and at least every three months, with extensive written and oral reports on all matters relevant
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to the company. It address departures in the current business performance from existing projections and targets and indicates the reasons for such departures. The Supervisory Board specifies the information and reporting duties of the Board of Management. The reports by the Board of Management to the Supervisory Board are, as a rule, to be submitted in text form. Documents required for decisions, and here especially the annual financial statements, consolidated financial statements and audit report, are sent to members of the Supervisory Board in good time before the meeting.
Between meetings, the Supervisory Board Chair is in regular contact with the Board of Management, and in particular with the Chair, to discuss with them issues of strategy, business development, the risk situation, risk management and compliance of the company.
The Board of Management ensures that the company has appropriate risk management and risk controlling, as well as a compliance management system appropriate to the company's risk situation. Deliberate entrepreneurial risk management assists in detecting risks at an early stage, assessing these and, where appropriate, taking suitable measures. Dealing with risks associated with the company's business activities is a factor of fundamental importance for the Board of Management and Supervisory Board. Both bodies ensure that they receive regular reports on risks and their development. The Board of Management and Supervisory Board regularly discuss matters of risk management. The risk management system is continually being developed further by the company and is audited by the auditors. Current risks facing the company are regularly reported in the risk report. The Board of Management immediately forwards to the Supervisory Board Chair any information that is of material relevance from a risk perspective.
Composition and mode of operation of Board of Management committees
In view of its size, the Board of Management has to date not formed any committees.
Composition and mode of operation of Supervisory Board committees
The Supervisory Board has formed two specialist committees from among its members: an Audit Committee and a Remuneration Committee.
Upon publication of this statement, the Audit Committee comprised the following Supervisory Board members: Dr. Frank Hiller (Committee Chair), Dr. Patricia Geller, and Prof. Dr. Georg Heni. The Audit Committee is chaired by Dr. Rolf Vornhagen. All committee members have expertise in the field of accounting. Prof. Dr. Heni also has expertise in the field of auditing. The additional expertise available among committee members is presented in the qualification matrix for the overall Supervisory Board in Section 5 "Diversity concept for composition of Supervisory Board.
The Audit Committee monitors the company's accounting and financial reporting process and may submit recommendations or proposals to the Supervisory Board in order to safeguard the integrity of this process. The Audit Committee is responsible for performing an preliminary review of the annual and consolidated financial statements and the management reports of STRATEC SE and the STRATEC Group, including sustainability reporting and intrayear financial information. The Audit Committee prepares Supervisory Board decisions in respect of the adoption of the annual financial statements, the approval of the consolidated financial statements, and the resolution to be proposed by the Board of Management in respect of the
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appropriation of profit and submits corresponding recommendations to the Supervisory Board. Furthermore, prior to the submission of the proposal concerning the appointment of the external auditor the Audit Committee performs a review each year to assess the specific suitability, qualifications, and independence of such, as well as to assess the quality of the audit. The Audit Committee prepares the proposal to be submitted by the Supervisory Board to the Annual General Meeting concerning the appointment of the external auditor and, if applicable, the external auditor for the audit review of the half-year financial reports and submits a corresponding recommendation to the Supervisory Board. The Audit Committee discusses the effectiveness and functionality of the internal control and risk management system, internal audit, and compliance management with the Board of Management at least once a year.
The Audit Committee discusses with the auditor the audit risk assessment, the audit strategy and audit planning, and the audit results. Moreover, the Audit Committee Chair regularly discusses the progress of the audit with the auditor and reports thereon to the Committee.
The agreements reached between the Audit Committee and the auditor in respect of its cooperation with the auditor are presented in the section "Financial reporting and auditing".
The Audit Committee meets at least twice yearly. As a general rule, the external auditor attends its meetings, as does the Board of Management or individual members of such. If necessary, the Audit Committee may also meet without the external auditor and Board of Management.
The Code of Procedure for the Supervisory Board Audit Committee has been published on the company's website.
Upon publication of this statement, the Remuneration Committee comprised three Supervisory Board members: Prof. Dr. Georg Heni (Chair), Dr. Patricia Geller, and Dr. Frank Hiller. The Remuneration Committee is chaired by Prof. Dr. Georg Heni.
The duties of the Remuneration Committee particularly involve preparing Supervisory Board resolutions in respect of the remuneration system for the Board of Management, including the implementation of this system in contracts concluded with members of the Board of Management, specifying targets for variable remuneration and reviewing target achievement, stipulating and reviewing the appropriateness of overall remuneration for individual members of the Board of Management, and approving the annual remuneration report. In addition, the Remuneration Committee prepares the regular review of the remuneration system for the Board of Management.
The Remuneration Committee meets at least twice a year.
The Code of Procedure for the Supervisory Board Remuneration Committee has been published on the company's website.
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4. Stipulations pursuant to § 76 (4) and § 111 (5) AktG – equal participation of women and men in management positions
The "Act on the Equal Participation of Men and Women in Private-Sector and Public-Sector Management Positions" requires companies that are publicly listed or subject to codetermination requirements, such as STRATEC, to stipulate targets for the share of women in the two management levels below the Board of Management (pursuant to § 76 (4) AktG) and in the Supervisory Board and the Board of Management (pursuant to § 111 (5) AktG). Such companies are also required to set deadlines by which these targets should be met. The targets below refer to STRATEC SE in Birkenfeld, Germany, the parent company of the STRATEC Group.
To underpin STRATEC's efforts to further increase women's participation in management positions at the company, by resolution dated February 10, 2025 the Board of Management raised the target for the share of women in the two management levels below the Board of Management from 20% to 25%. Furthermore, at its meeting on February 10, 2025 the Supervisory Board increased the target for the share of women in the Board of Management from 0% to 25%.
On November 27, 2020, the Board of Management set a target of 25% (previously: 20%) for the share of women in the first management level below the Board of Management and a target of 20% (previously: 20%) for the share of women in the second management level below the Board of Management, with both targets to be achieved by December 31, 2024. As of December 31, 2024, women accounted for 21.4% of managers in the first management level and for 8.0% of managers in the second management level. As the labor market remains very robust and given the low number of women newly graduating from technology-related courses at universities, the company thus still fell short of its targets for both management levels, in one case significantly so, as of December 31, 2024.
Following the expiry of the deadline to achieve these targets, on February 10, 2025 the Board of Management adopted a new resolution for the period through to December 31, 2029 and set the targets for the share of women in the two management levels below the Board of Management at 25% (previously: 25%) and 25% (previously: 20%) respectively. The latter target has thus been increased. At the time at which these targets were set, women accounted for 21.4% of managers in the first management level and for 11.5% of managers in the second management level.
To further raise the share of women in management levels, the company is continually taking additional measures. To this end, for example, a diversity program aimed at increasing diversity has been developed and implemented. This includes components such as training for women in management positions, diversity awareness training for all management staff, and the compilation of a diversity portal with resources for all employees. With the exception of the Natech Group, which was acquired in 2023, and the locations newly founded in China and India in 2024, this program has been implemented at all locations and was further promoted in 2024. Moreover, this action is continuous and not subject to any time limits. Among other aspects, it will focus on introducing management groups to further raise diversity awareness. Diversity training and the promotion of language courses, for example, are offered within the program.
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On November 27, 2020, the Supervisory Board resolved a target of 30% (previously: 30%) for the share of women to be achieved in the Supervisory Board by December 31, 2024. Consistent with legal requirements and the provisions of the Articles of Association, the Supervisory Board of STRATEC SE still comprised three members at the time at which this target was set. To account for external requirements and the company's targets in respect of diversity, and to further increase the range of experience available within the Supervisory Board, the Annual General Meeting on May 20, 2022 approved the proposal submitted by the administration that the Supervisory Board should be extended from three to four members. Due to this extension, women accounted for unchanged share of 25% of the members of the Supervisory Board as of December 31, 2024. The share of women thus fell short of the target most recently set.
Following expiry of the deadline to achieve this target, on February 10, 2025 the Supervisory Board adopted a new resolution and set the share of women in the Supervisory Board to be achieved by December 31, 2029 at 30% (previously: 30%). At the time at which this target was set, women accounted for 25% of the Supervisory Board members.
On November 27, 2020, the Supervisory Board set a target of 0% (previously: 0%) for the share of women on the Board of Management to be achieved by December 31, 2024. As of December 31, 2024, the three-member Board of Management did not include any women; accordingly, the share of women amounted to 0%.
Following expiry of the deadline to achieve this target, on February 10, 2025 the Supervisory Board adopted a new resolution and set the share of women in the Board of Management to be achieved by December 31, 2029 at 25% (previously: 0%). It thus increased this target. At the time at which the target was set, women accounted for 0% of the members of the Board of Management.
5. Diversity concept for composition of Supervisory Board
The Supervisory Board must be composed in such a way as to ensure its ability to provide qualified supervision of and advice to the Board of Management. Its members should collectively have the knowledge, skills, and professional expertise required to properly perform all of the duties required of the Supervisory Board at a company with a capital market orientation and international operations.
In view of this, and taking due account of the recommendations and suggestions made in the German Corporate Governance Code (DCGK), the Supervisory Board set the following targets for its composition:
"Competence profile and specific targets for composition of Supervisory Board of STRATEC SE
In accordance with the requirements of law and the Articles of Association, the Supervisory Board of STRATEC SE comprises four members, all of whom are elected by shareholders.
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I. General requirements in Supervisory Board members
a) Each Supervisory Board member must meet the requirements of law and the Articles of Association for membership in the Supervisory Board and should, where possible, satisfy the recommendations made by the German Corporate Governance Code in its respectively valid version (c.f. in particular § 100 (1) to (4) AktG).
b) Each Supervisory Board member must have the knowledge and skills required to properly perform the duties required of him or her by law and the Articles of Association.
c) The Supervisory Board must include at least one member with expertise in the field of accounting and at least one member with expertise in auditing. The members must collectively be familiar with the sector in which the company operates (§ 100 (5) AktG).
d) The Supervisory Board should also include expertise regarding sustainability issues relevant to the company.
II. Specific targets for composition of Supervisory Board
Supervisory Board members should collectively have the following qualifications and characteristics, with an accumulation of several qualifications and characteristics in one member also possible:
a) The Supervisory Board include at least one member with management experience at an industrial company.
b) The Supervisory Board should include at least one member with longstanding experience in international business affairs or expertise in the field of medical technology or another technical field.
c) The Supervisory Board should include at least one member with expertise in the field of accounting.
d) The Supervisory Board should include at least one member with expertise in the field of auditing.
e) The Supervisory Board should include at least one member with expertise regarding sustainability issues relevant to the company.
f) The Supervisory Board should not include members who are expected to face frequent or permanent conflicts of interest in exercising the duties associated with membership (potential conflicts of interest).
g) At least half of the members of the Supervisory Board should be independent of the company and its Board of Management. A Supervisory Board member is independent of the company and its Board of Management if they have no personal or business relationship with the company or its Board of Management that may cause a substantial and not merely temporary conflict of interest.
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When assessing the independence of Supervisory Board members from the company and its Board of Management, the Supervisory Board should particularly take into consideration the following aspects; whether the respective Supervisory Board member, or a close family member:
- was a member of the company's Board of Management in the two years prior to appointment
- is directly or indirectly a controlling shareholder of the company
- whether he/she currently is maintaining (or has maintained) a material business relationship with the company, or one of the entities dependent on the company (e.g. as customer, supplier, lender or advisor), in the year up to his/her appointment, directly or as a shareholder, or in a leading position of a non-group entity
- whether he/she is a close family member of a member of the Board of Management, or
- whether he/she has been a member of the Supervisory Board for more than twelve years.
h) No member should be aged 75 or above upon election to the Supervisory Board (age limit for Supervisory Board members) or have been a member for at least 12 years at such time (regular limit to term of Supervisory Board membership).
i) With regard to the diversity of its composition, the Supervisory Board aims to ensure a range of different professional and international experience and in particular the appropriate participation of both genders. The Supervisory Board currently has one female member.
j) The Supervisory Board should not include any members who sit on the Board of Management of a listed company and hold a total of more than two Supervisory Board positions at non-group listed companies or comparable functions or holds the chairmanship of the supervisory board at a non-group listed company.
Furthermore, each Supervisory Board member must ensure that he or she is able to dedicate the amount of time expected to be necessary to properly perform the role. Members should in particular note that at least two Supervisory Board meetings are held in each half of the calendar year, with each of these requiring appropriate preparation, and that sufficient time must be available to review the documents relating to the annual and consolidated financial statements. Furthermore, extraordinary meetings of the Supervisory Board may also be needed to address special topics.
Proposals by the Supervisory Board to the Annual General Meeting should take these targets into account, while simultaneously aiming to satisfy the competence profile for the full Supervisory Board. Moreover, the personality, integrity, willingness to perform, and professionalism of candidates should also be considered.
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III. Qualification matrix for the overall Supervisory Board
| Prof. Dr. Georg Heni | Dr. Frank Hiller | Dr. Rolf Vornhagen | Dr. med. Patricia Geller | |
|---|---|---|---|---|
| Management experience at an industrial company | X | X | X | |
| Longstanding experience in international business affairs or expertise in the field of medical technology or another technical field | X | X | ||
| Expertise in the field of accounting | X | X | X | |
| Expertise in the field of auditing | X | |||
| Expertise regarding sustainability issues relevant to the company | X | |||
| Independence | X | X | X | X |
The composition of the Supervisory Board is consistent with the targets and the competence profile. The Supervisory Board target stipulated in this competence profile, namely that at least half of the Supervisory Board members should be independent of the company and its Board of Management, is reflected in what the Supervisory Board considers to be a suitable number of independent members. Accordingly, at least two Supervisory Board members should be independent. In its current composition (Prof. Dr. Georg Heni, Dr. Frank Hiller, Dr. Patricia Geller, and Dr. Rolf Vornhagen), the Supervisory Board considers that all of its members are independent according to the definition provided in the German Corporate Governance Code (DCGK). The Supervisory Board most recently amended its competence profile on November 24, 2022 to account for amended legal requirements and changes in the German Corporate Governance Code.
6. Diversity concept for composition of Board of Management
An age limit has been set for members of the Board of Management. According to this requirement, only such persons that have not yet reached the age of 67 should be members of the Board of Management. Additional requirements, such as a competence profile for the full board, do not apply.
The composition of the Board of Management is consistent with the stipulated requirements and targets.
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7. Further disclosures on corporate governance
Composition of and allocation of responsibilities within Board of Management
Members of the Board of Management are appointed by the Supervisory Board.
Composition of the Board of Management (1)
| Name | Age | Length of membership |
|---|---|---|
| Marcus Wolfinger, Chief Executive Officer | 57; born on 07.27.1967 | ~ 25 years; since 07.01.1999 |
| Dr. Claus Vielsack, Product Development | 57; born on 08.27.1967 | ~ 11 years; since 02.15.2014 |
| Dr. Georg Bauer, Sales | 52; born on 02.28.1973 | ~ 2 years; since 01.01.2023 |
(1) Disclosures as of publication date of this statement
Marcus Wolfinger and Dr. Claus Vielsack are appointed to the Board of Management through to November 10, 2028 and Dr. Georg Bauer through to December 31, 2030. Dr. Siegle stood down from the Board of Management of STRATEC SE as of August 31, 2024.
The members of the Board of Management are allocated divisions which they manage under their own responsibility. The members nevertheless always act in accordance with the company's best interests.
Further information about the members of the Board of Management, and in particular their CVs, is available on the company's website at www.stratec.com > Company > About us > Management >.
Composition of Supervisory Board
Pursuant to § 17 of the European Company Implementation Act (SEAG) in conjunction with § 8.1 of the Articles of Association, the Supervisory Board comprises four members to be elected by shareholders.
Composition of the Supervisory Board (1)
| Name | Age | Length of membership |
|---|---|---|
| Prof. Dr. Georg Heni | 67, born on 03.12.1958 | ~ 3 years; since 05.20.2022 |
| Dr. Frank Hiller, Deputy Chair | 58; born on 05.23.1966 | ~ 6 years; since 05.29.2019 |
| Dr. Patricia Geller | 58; born on 02.03.1967 | ~ 3 years; since 05.20.2022 |
| Dr. Rolf Vornhagen | 71; born on 05.13.1953 | ~ 5 years; since 07.21.2020 |
(1) Disclosures as of publication date of this statement
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Further information about the "Composition and mode of operation of Supervisory Board committees" can be found in the information provided under this headline in Section 3 of this document.
Further information about the members of the Supervisory Board, and in particular their CVs, is available on the company's website at www.stratec.com > Company > About us > Management.
Elections to Supervisory Board
In its election proposals to the Annual General Meeting, the Supervisory Board discloses the personal and business relationships of every candidate with the company, the governing bodies of the company, and any shareholders with a material interest in the company. The proposal for a candidate is accompanied by a curriculum vitae providing information on the candidate's relevant knowledge, skills, and professional experience. It is supplemented by an overview of the candidate's material activities in addition to the Supervisory Board mandate, and is updated annually for all Supervisory Board members and published on the company's website. Supervisory Board members are elected individually. Where an application is made for the appointment of a Supervisory Board member by a court, the term of that member is limited until the next Annual General Meeting. The election proposals submitted by the Supervisory Board to the Annual General Meeting take due account of the specific targets for its composition listed in the competence profile while simultaneously endeavoring to ensure that the competence profile for the overall Supervisory Board is also met. Furthermore, due consideration is given in particular to the personality, integrity, willingness to perform, and professionalism of the candidates.
Remuneration of Board of Management and Supervisory Board
Detailed disclosures on the remuneration of the Board of Management and Supervisory Board can be found in the Remuneration Report, which is published on the company's website at www.stratec.com > Company > Investors > Corporate Governance > Remuneration.
Avoidance of conflicts of interest
No advisory or other service agreements or contracts for work were in place between Supervisory Board members and the company in the year under report. No conflicts of interest requiring immediate disclosure to the Supervisory Board arose on the part of members of the Board of Management or Supervisory Board.
Information about positions held by members of the Board of Management and Supervisory Board on statutory supervisory boards or comparable control bodies at domestic or foreign companies and related party disclosures are provided in "Other Disclosures" in the Notes to the Consolidated Financial Statements.
Directors' dealings
As persons discharging managerial responsibilities, members of the Board of Management and Supervisory Board of STRATEC SE are required by Article 19 of Regulation (EU) No. 596/2014 of the European Parliament and Council dated April 16, 2014 on Market Abuse (Market Abuse Regulation) to disclose any own-account transactions with STRATEC's shares or related financial instruments of STRATEC SE. This disclosure obligation also applies to persons closely associated with board members. The disclosure
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requirement is waived, however, if the aggregate volume of all transactions does not exceed a total amount of € 20,000 by the end of the respective calendar year.
The managers' transactions disclosed to the company are published on the company's website at www.stratec.com > Company > Investors > Corporate Governance > Directors' Dealings and on the website of the Federal Financial Supervisory Authority.
Shareholders and Annual General Meeting
Shareholders exercise their rights at the shareholder's meeting, which is generally held once a year (Annual General Meeting) and thereby exercise their voting rights. Each share carries one vote. The Annual General Meeting adopts resolutions on the tasks allocated to it by law, which particularly include resolutions on the appropriation of net profit, approving the actions of the Board of Management and Supervisory Board by way of discharge, electing the auditor and Supervisory Board members, amendments to the Articles of Association, and capital-related measures. Furthermore, the Annual General Meeting generally adopts advisory resolutions on the approval of the remuneration system for the members of the Board of Management and the Supervisory Board submitted by the Supervisory Board and recommendatory resolutions on the approval of the remuneration report for the preceding financial year.
The Annual General Meeting is generally chaired by the Supervisory Board Chair. To assist shareholders in exercising their rights in person, once the meeting has been convened the documents requiring publication are made available on the company's website at www.stratec.com > Company > Investors > Annual General Meeting. Shareholders may exercise their voting rights themselves, or have them exercised by a representative or a voting proxy appointed by the company to vote in accordance with their instructions.
In addition, the service provider that supports the company in executing the Annual General Meeting is required to forward voting rights instructions and overviews of such instructions to the company no earlier than 24 hours before the beginning of the Annual General Meeting.
Transparency and external reporting
With its extensive investor relations and public relations activities, STRATEC remains closely in contact with its shareholders. STRATEC provides its customers, shareholders, employees, financial analysts, shareholder associations, the media and the general public with regular and extensive information about all material developments and events at the company. To this end, STRATEC regularly makes use of suitable communications channels. To ensure the greatest possible transparency, new information about the company is made simultaneously available to all stakeholders. All company news of material relevance to the share price and not publicly known is published in ad-hoc announcements.
The company's website plays a key role among the various communication channels used. All material information published, including the annual financial reports, half-year financial reports, and quarterly statements are available at www.stratec.com > Company > Investors, as are ad-hoc announcements and press releases, voting right notifications from material shareholders, directors' dealings, presentations for analysts' and investors' events, conference calls, and the financial calendar. As well as the Remuneration Reports of the Board of Management and Supervisory Board, the Corporate Governance Statements,
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Declarations of Compliance with the recommendations of the German Corporate Governance Code submitted by the company's management, the Policy Statement on Human Rights, the Corporate Compliance Policy, the Code of Procedure for the Supervisory Board, and the company's Articles of Association are also available on the website.
The dates of important publications, such as the Annual Report and the financial information released during the financial year are announced well in advance in the financial calendar, as is the date of the Annual General Meeting and of the analysts' conference.
Financial reporting and auditing
STRATEC prepares its consolidated financial statements, its half-year report, and its quarterly statements in accordance with International Financial Reporting Standards (IFRS) as requiring application in the European Union. By contrasted, the annual financial statements of the company used to determine the dividend payment are prepared in accordance with the requirements of the German Commercial Code (HGB).
Based on the proposal submitted by the Supervisory Board of STRATEC SE following prior recommendation by its Audit Committee, the Annual General Meeting on May 17, 2024 elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as auditor and group auditor for the 2024 financial year, and as auditor for any audit review of the Half-Year Financial Report as of June 30, 2024. Consistent with legal requirements, the auditor is elected by the Annual General Meeting for one financial year at a time.
The election was preceded by a review of the auditor's independence. This involved excluding the existence of any business, financial, personal, or other relationships between the auditor and its governing bodies and lead auditors on the one hand, and STRATEC SE and the members of its governing bodies on the other hand that could call the independence of the auditor into question. To this end, the auditor submitted a binding statement of independence.
Furthermore, the Supervisory Board Audit Committee arranged for the auditor to report without due delay on all findings and issues which come to its knowledge during the performance of the audit. Likewise, it was agreed that the auditor should inform the Audit Committee or note in the long-form audit report if it identifies any facts that indicate an inaccuracy in the Declaration submitted by the Board of Management and Supervisory Board on the German Corporate Governance Code.
Details of the fees paid to the auditor in the 2024 financial year are provided in the 2024 Annual Report.
RSM Ebner Stolz GmbH & Co. KG (previously: Ebner Stolz GmbH & Co. KG) acted as the auditor and group auditor of STRATEC without interruption since the 2015 financial year. Given the election by the Annual General Meeting on May 17, 2024 of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, as the auditor and group auditor for the 2024 financial year, a change of auditor has now taken place. The statutory requirements and rotation obligations have been met.
Birkenfeld, April 14, 2025