Corporate Governance

The Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act in December 2023.

Please find below the 2023 Corporate Governance Declaration and Report of Fresenius SE & Co. KGaA.

The Management Board takes diversity into account when filling executive positions. At Fresenius, the individual’s qualifications are the paramount consideration in all hiring and promotion decisions. This means that women and men with comparable qualifications and suitability have the same career opportunities. Fresenius will continue to consistently act upon this principle – in compliance with the obligations arising from the Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Sector (FüPoG I) and the Act to Supplement and Amend the Regulations for the Equal Participation of Women in Leadership Positions in the Private Sector and the Public Sector (FüPoG II):

 

For the Supervisory Board of Fresenius SE & Co. KGaA, the law requires a quota of at least 30% women and 30% men. These mandatory quotas were again met by the Supervisory Board elections in 2021.

 

The legally stipulated targets for the Management Board do not apply to Fresenius Management SE or to Fresenius SE & Co. KGaA. Due to its legal form, Fresenius SE & Co. KGaA does not have a Management Board. Fresenius Management SE is not listed on the stock exchange and is also not subject to co-determination. In accordance with the legal requirements, the Management Board specifies composition of the two management levels directly below the Management Board as follows:

 

The first management level includes all Senior Vice Presidents and Vice Presidents who have an employment contract with Fresenius SE & Co. KGaA and who report directly to a Member of the Management Board. Through a decision effective January 1, 2021 the Management Board has set a target, which has to be met by December 31, 2025, and calls for a proportion of women of 30.0% at the first management level.

 

The second management level includes all Vice Presidents who have an employment contract with Fresenius SE & Co. KGaA and who report directly to a member of the first management level. Through the decision effective January 1, 2021, the Management Board has set a target, which has to be met by December 31, 2025, and calls for a proportion of women of 30.0% at the second management level. The Management Board believes that inclusion in the company-wide long-term incentive programs is a strong indicator that an individual holds a leading executive position. The proportion of women in this group of our top 1,800 executives was approximately 34% as of December 31, 2022.

Compensation of the Management Board and Supervisory Board

For a detailed report on the Management and Supervisory Board members’ compensation please refer to the Compensation Report 2023.

For further information regarding the Compensation System 2023+, please refer to the following document:

Stock Option Plans and Employee Participation Program

Our corporate philosophy "entrepreneur in the enterprise" implies not only that our employees are driven by a spirit of entrepreneurial responsibility but that they also have a stake in the company's performance. The overall remuneration package for Group executives and the members of the Management Board has been linked to the performance of the share price through stock option plans.

 

As of December 31, 2022, Fresenius SE & Co. KGaA had two share-based compensation plans in place: the Fresenius SE & Co. KGaA Long Term Incentive Program 2013 (2013 LTIP) which is based on stock options and phantom stocks and the Long Term Incentive Plan 2018 (LTIP 2018) which is solely based on performance shares. Currently, solely LTIP 2018 can be used to grant performance shares.

 

In 2023, the new employee participation program Fresenius SHARE was introduced. The program applies equally to all employees of the participating companies - whether collectively agreed or non-pay-scale employees, executives as well as trainees and temporary workers. The program consists of two components: On the one hand, participants can annually purchase a share package with ordinary shares of Fresenius SE & Co. KGaA at a significant discount. Secondly, four targets have been set, upon achievement of which a certain amount will be issued in ordinary shares of Fresenius SE & Co. KGaA. In addition to increasing the Group's net income, the targets include the topics of cybersecurity and quality. The first shares will be issued in 2024, corresponding to the achievement of the targets in the 2023 financial year.

Management Board

Fresenius SE & Co. KGaA does not have an own Management Board. The Management Board of the general partner, Fresenius Management SE, is responsible for conducting the business of the KGaA. It formulates strategy, coordinates this with the Supervisory Board of Fresenius SE & Co. KGaA, and sees to its implementation. It is guided solely by the best interests of Fresenius SE & Co. KGaA.

Supervisory Board of Fresenius SE & Co. KGaA

The Supervisory Board of Fresenius SE & Co. KGaA supervises the management of the Company’s business by the general partner and the latter’s Management Board. The Supervisory Board of Fresenius SE & Co. KGaA has 12 members – 6 shareholder representatives and 6 employee representatives It supervises whether corporate decisions are compliant, suitable, and financially sound. The members of the Management Board of the general partner are appointed by the Supervisory Board of Fresenius Management SE, not by the Supervisory Board of the KGaA.

The Supervisory Board of Fresenius SE & Co. KGaA has the following committees:

- Audit Committee
- Nomination Committee
- Joint Committee

Supervisory Board of Fresenius Management SE

The Supervisory Board of Fresenius Management SE advises and supervises the Management Board in its management of the Company. The Supervisory Board of Fresenius Management SE appoints the members of the Management Board. He consists of six members who are elected by the annual general meeting of Fresenius Management SE Committees.