Ex corporate governance declaration R. STAHL

Corporate Governance Declaration

Corporate Governance Statement

The corporate governance statement pursuant to sections 289 f (1) sentence 2 and 315 d of the German Commercial Code (HGB) is the central instrument of corporate governance reporting (Principle 22 of the German Corporate Governance Code as amended on 28 April 2022 (Code 2022)). The Executive Board and the Supervisory Board jointly issue the corporate governance statement and are each responsible for the parts of the report that concern them. At R. STAHL, corporate governance stands for responsible company management and supervision geared towards long-term value creation. Good corporate governance encompasses all areas of the R. STAHL corporate group. The corporate governance statement for the financial years from 2022 onwards can be found here.

Declaration of Compliance pursuant to § 161 Aktiengesetz ("German Stock Corporation Act")

Pursuant to Section 161 (1) of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board of R. STAHL AG have issued the current Declaration of Conformity, which was published on the company's website under the page Declaration of Conformity in December 2023. 

Remuneration of the Executive Board and Supervisory Board

The remuneration report and the auditor's report in accordance with § 162 German Stock Corporation Act (AktG) are published on our website (available  here). The current remuneration system of the Executive Board and the Supervisory Board is publicly available on our website under the page Remuneration of the Executive Board and the Supervisory Board. There, reference is made to the last resolution on the remuneration system for the Executive Board at the Annual General Meeting of 15 July 2021 and the resolution on the remuneration system for the Supervisory Board at the Annual General Meeting of 13 July 2022. 

Annual General Meeting (AGM)

Every R. STAHL AG share has one vote. Shareholders who are listed in the share register and have registered in accordance with the conditions for participation as stipulated by law and in the company's articles of association are entitled to participate in the AGM.

The 30th Annual General Meeting took place on 29 June 2023 in the Nobelgusch community and festival hall in Pfedelbach. A total of about 79 % of the voting capital was present. Almost all of the agenda items put to the vote were approved by a large majority. The detailed results have been published on the R. STAHL website in the Investor Relations section, and here under Annual General Meeting.

Accounting and auditor

The consolidated financial statements of R. STAHL AG are prepared in accordance with the International Financial Reporting Standards (IFRS), the annual financial statements of R. STAHL AG in accordance with the accounting regulations of the German Commercial Code.

On 29 July 2023, the Annual General Meeting appointed BDO AG, Wirtschaftsprüfungsgesellschaft, Hamburg, as auditors for the financial year ending 31 December 2023. BDO AG has acted as the company's auditor throughout since the audit of the annual financial statements for the 2017 financial year.

Succession planning/leadership development

The success of R. STAHL depends to a large extent on the dedication, skills and commitment of our employees. Worldwide, more than 1,650 people contribute to this success every day. With their professional skills, commitment and creativity, they are important sources of impetus for improvements and innovations in their respective areas of responsibility.

One basis for R. STAHL's long-term sustainable human resources work shall be the worldwide systematic and structured management development and succession planning. The employees as a decisive factor for the sustainable success of the company are to be methodically identified and promoted worldwide. All personnel decisions are made on the basis of R. STAHL's management principles, corporate culture and leadership culture. These unite our employees across all hierarchies, functions and countries. 

R. STAHL focuses on promoting a working environment in which employees are optimally deployed and continuously developed according to their skills and potential. The executives at R. STAHL are supposed to motivate their employees to give their best. Accordingly, we take care to establish excellent leadership skills in the management. This increases employee loyalty and enhances our attractiveness as an employer. 

This system is intended to provide the Supervisory Board and the Executive Board with a joint decision-making basis for long-term succession planning. The Supervisory Board evaluates the candidates for a position on the Executive Board on the basis of their professional qualifications, relevant leadership qualities and achievements and successes.