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 16 December 2019 (Code 2019)). 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.

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

In accordance with Section 161 (1) of the German Stock Corporation Act (AktG) and on the basis of the 2019 Code, the Executive Board and Supervisory Board of R. STAHL AG have issued the current Declaration of Compliance, which was published on the company's website in December 2020 at Declaration of compliance. The Declaration of Compliance previously issued in December 2019 on the basis of the 2017 Code was updated as of 1 October 2020, as a whistle-blowing system that can be used internally and externally was introduced in the Group on this date. These two versions of the Declaration of Compliance can also be found on the website at the location indicated.

Executive Board Remuneration

The Executive Board remuneration was adjusted in spring 2019 with the assistance of an independent remuneration consultant, taking into account market practice, the peer group of SDax companies and (largely) the recommendations of the German Corporate Governance Code at the time, and implemented in the new Executive Board contracts. Details of this remuneration system are already described in the remuneration report in the annual report for the 2019 financial year. It is expected that the Supervisory Board will largely adopt the remuneration system on this basis in accordance with the requirements of § 87a AktG and the recommendations in Chapter G I. Code 19 (insofar as no deviation has been declared in the Declaration of Compliance) and will submit it to the Annual General Meeting for decision.

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 27th Annual General Meeting was held on 30 July 2020 in virtual form due to Covid 19. A total of 78.9 % of the voting capital was present. All agenda items put to the vote were passed with 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.

The Annual General Meeting on 30 July 2020 appointed BDO AG, Wirtschaftsprüfungsgesellschaft, Hamburg, as auditors for the financial year ending 31 December 2020. 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, over 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, corresponding leadership qualities and achievements and successes.