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Corporate governance covers all aspects connected with the management, supervision and transparency of companies. Key elements of good corporate governance are efficient company management, the protection of shareholders' interests and transparent corporate communication.
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 2025.
Current Declaration of Conformity
German Corporate Governance Code
Previous Declarations of Conformity
Please find below the 2025 Corporate Governance Declaration and Report of Fresenius SE & Co. KGaA.
Equal opportunities are promoted and practiced throughout the Fresenius Group. We consciously oppose discrimination of any kind. We have firmly anchored these values in our Code of Conduct. We always want to promote employees equally. We are also committed to upholding this principle when filling positions: At Fresenius, qualifications and experience are decisive for every personnel selection, be it recruitment or promotion. We want to ensure that we offer all employees the opportunity to participate in application, selection, and development processes.
Fresenius will comply with all obligations arising from the Act on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors (FüPoG I) and the Act to Supplement and Amend the Regulations for the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors (FüPoG II):
The statutory regulations stipulate a quota of at least 30% women and 30% men for the Supervisory Board of Fresenius SE & Co. KGaA. The statutory quotas were again met in 2025.
The statutory targets for the Management Board do not apply to either Fresenius Management SE or Fresenius SE & Co. KGaA. Fresenius SE & Co. KGaA does not have a Management Board due to its legal form. Fresenius Management SE is not listed on the stock exchange and is not subject to co-determination. As of December 31, 2025, one woman was a member of the Management Board and the proportion of women was therefore 20%.
Fresenius has adjusted the definition of management levels to include all employees in management positions, regardless of their title, at the highest management levels, and will in future take into account the group of employees included in the CSRD indicator for Group-wide gender distribution at the highest management level in the Sustainability Statement. For the proportion of women in accordance with legal requirements in Germany, the definition therefore includes all employees in management positions at the two levels below the Management Board who have an employment contract with Fresenius SE & Co. KGaA. Fresenius continues to aim for a target of 30% women at both levels. The Management Board resolution provides for the new definition and target to be valid from January 1, 2026, with a target period until December 31, 2030.
For a detailed report on the Management and Supervisory Board members’ compensation please refer to the Compensation Report 2025.
For further information regarding the Compensation System 2023+, please refer to the following document:
The compensation of the members of the Supervisory Board of Fresenius SE & Co. KGaA is governed by Section 13 of the Articles of Association. This ensures that the remuneration of the Supervisory Board members complies with the remuneration system approved by the Annual General Meeting at all times.
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
- IT 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.
Current Publications of transactions that are subject to disclosure requirements are listed, together with the information required by law (before July 3, 2016 pursuant to section 15a of the German Securities Trading Act (WpHG); from July 3, 2016 pursuant to Art. 19 of the Market Abuse Regulation).
2026
2025
2024
2023
2022
2021
Transactions reported during the last 12 months are stored on the Federal Financial Supervisory Authority's central database and can be accessed by clicking on the link Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin).
With our reporting and communication formats, we provide comprehensive information on our Sustainability Framework and the management of material topics. Group-wide policies enable consistent integration of sustainability considerations in daily business operations.
In our rating overview, we present the latest scores from relevant ESG rating agencies.
In our annual sustainability reporting, we disclose required regulatory information regarding our material sustainability topics. In addition, we publish our Sustainability Highlights Magazine once a year, providing an overview of our related activities.
Sustainability Statement 2025
in accordance with the European Sustainability Reporting Standards
Our policies provide employees and business partners with clear guidance on our approach to responsible business conduct and sustainability. Among the relevant internal documents are:
Fresenius Group Code of Coduct
ESG rating agencies regularly evaluate and review Fresenius' sustainability performance. In doing so, they focus on different aspects across the areas of Environment, Social, and Governance (ESG).
A close dialog with our stakeholders on these topics is very important to us. We are actively working to enhance transparency on relevant topics. This is reflected in consistently good rating results.
*The use by FRESENIUS SE & CO. KGAA of any MSCI ESG RESEARCH LLC or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of FRESENIUS SE & CO. KGAA by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
*Copyright ©2026 Morningstar Sustainalytics. All rights reserved. The information, data, analyses and opinions contained herein: (1) includes the proprietary information of Sustainalytics and/or its content providers; (2) may not be copied or redistributed except as specifically authorized; (3) do not constitute investment advice nor an endorsement of any product, project, investment strategy or consideration of any particular environmental, social or governance related issues as part of any investment strategy; (4) are provided solely for informational purposes; and (5) are not warranted to be complete, accurate or timely. The ESG-related information, methodologies, tool, ratings, data, and opinions contained or reflected herein are not directed to or intended for use or distribution to India-based clients or users and their distribution to Indian resident individuals or entities is not permitted. Neither Morningstar Inc., Sustainalytics, nor their content providers accept any liability for the use of the information, for actions of third parties in respect to the information, nor are responsible for any trading decisions, damages or other losses related to the information or its use. The use of the data is subject to conditions available at https://www.sustainalytics.com/legal-disclaimers.
We value open communication and strive to create an environment in which patients, employees, members of local communities, business partners, or other potentially affected persons can report human rights violations or non-compliance with environmental regulations. To this end, we have set up whistleblower systems.
The following graphic illustrates the steps for processing reports, starting from the acknowledgment of receipt to the feedback provided to the person filing the report, using the example of two fictional protagonists: Kate and Aditi.*
*The persons and stories depicted in this image are purely fictional. Any resemblance to actual persons is purely coincidental and unintentional.
Kate reports a suspicion of possible misconduct through the grievance mechanism. Aditi, a specially trained member of our Business Integrity Team, receives the report and confirms its receipt.
Aditi carefully reviews the received report for plausibility and completeness. She contacts Kate to obtain additional information, if needed.
Following the initial assessment, Aditi determines that the report contains indications of a potential compliance incident related to human rights. She then defines the objective and scope of the investigation and formally issues the mandate to proceed with the investigation. Subsequently, she hands over the case to the responsible investigation team to clarify the incident.
The investigation team analyzes the facts and evaluates the underlying processes to identify potential weaknesses. It ensures that the investigation is conducted confidentially, fairly, objectively, and proportionately. All collected information, as well as the insights derived from it, are carefully documented and summarized by the investigation team.
Based on the results of the investigation, the responsible department decides which actions need to be taken to prevent similar violations in the future. These may include personnel measures as well as the introduction of process adjustments. The responsible department ensures that all corrective actions are appropriate and monitors their timely implementation. The investigation team, led by Aditi, documents this process.
Once the investigation is concluded, Kate receives feedback on the status of the investigation and the actions taken - naturally, in compliance with confidentiality and data protection requirements.
Additional information on our grievance mechanisms and the protection of whistleblowers can be found in the process descriptions of the respective companies:
Fresenius SE:
https://www.fresenius.com/grievance-mechanism
Fresenius Kabi:
https://www.fresenius-kabi.com/responsibility/business-ethics
Fresenius Helios:
https://www.helios-gesundheit.de/menschenrechte
Quirónsalud:
https://www.quironsalud.com/en/group/whistleblowing-channel
Have you ever had the feeling that something isn’t quite right? Perhaps you noticed something that shouldn’t be the way it is, or you yourself were affected by such a situation. That’s when it’s time to report a grievance.
Watch the video to find out how to report a grievance, to learn why reporting grievances is so important, and to see what happens to a report after you submit it.
The metrics describe the reports received through our reporting systems in the reporting year that were related to human rights – broken down into those affected in our own operations and those in our value chain. Of the 24 (2024: 28) reports received, 1 (2024: 4) proved to be a human rights violation. No report was related to a severe human rights incident in the upstream or downstream value chain or in Fresenius’ own operations.1
| Own operations | Value chain | |
|---|---|---|
Reports received with human rights relevance | 23 | 1 |
Of which are violations | 1 | - |
Of which are severe human rights violations | - | - |
1Severe human rights violation include incidents of forced labor, incidents of human trafficking, incidents of child labor as well incidents involving a large number of people or affecting a large area. This categorization is based, for example, on the definitions of the Corporate Sustainability Reporting Directive (CSRD).
The Group-wide Sustainability Report 2025 (CSRD Report) contains detailed information on the substantiated cases and the remedial and preventive measures implemented in the chapters “Own workforce” and “Workers in the value chain”.
At Fresenius, we attach great importance to taking appropriate account of the interests of whistleblowers and those of potentially affected persons in the processing of reports. We achieve this through a transparent, fair and comprehensive examination of all incoming complaints by specially trained staff.
Our aim is to ensure that the concerns of those affected are taken seriously and processed in accordance with the applicable legal and internal company requirements. In doing so, we ensure that all relevant information and perspectives are included in the decision-making process to find a balanced and appropriate solution.
Through feedback from those affected, we analyze how our process is accepted in practice and where there is potential for optimization. This input is incorporated into the further development of our processes to ensure that the interests of those affected are taken into account even better in future.
The results of our risk analysis and the findings on potential target groups of our grievance and whistleblower channels are incorporated into the further development of our grievance mechanism and the processing of respective reports. Based on our findings, we review the effectiveness of the procedure on an annual basis, or more frequently if required. Where necessary, we make appropriate adjustments and changes with regard to accessibility and process.
Human Rights at Fresenius
Our Human Rights ProgramContact
Fresenius SE & Co. KGaA
Else-Kröner-Str. 1
61352 Bad Homburg
Germany
humanrights@fresenius.com
Human Rights Program
Our Human Rights Program Group-wide Governance & Responsibilities Risk Assessment & Impact Preventive & Remedial ActionYou want to file a report?
Reports on possible human rights violations or other types of compliance violations can be reported around the clock, either anonymously or by name, via our whistleblower system*:
Whistleblower system
https://freseniusgroup.ethicspoint.com
By telephone*
+49 (0) 800 181 1338
By mail
Fresenius SE & Co. KGgaA Business Integrity
Else-Kröner-Str. 1
61352 Bad Homburg v.d.H. Deutschland
By e-mail:
humanrights@fresenius.com
* The prices of your mobile or landline contract apply.
The reporting on the respect for human rights for the year 2024 and following can be found in our Sustainability Report (CSRD Report). Further information on Fresenius' human rights program is available here: fresenius.com/en/human-rights
Human rights risks can change over time. We therefore conduct annual and event-related risk analyses. In the 2024 reporting period, this was done in the third and fourth quarters. An event-related risk analysis was not conducted.
Remark: The results of the risk analysis for the 2025 reporting year will be updated at a later stage.
Identifying and assessing human rights risks in our own company and in our value chain is a comprehensive process that consists of risk identification, risk analysis, and risk assessment. We follow a risk-based approach that can be divided into three phases and is explained below with the help of the fictional protagonist, John.*
*The persons and stories depicted in these images are purely fictional. Any resemblance to actual persons is purely coincidental and unintentional.
John works in the Fresenius Human Rights team. In the first phase, he conducts a country- and industry-specific abstract risk analysis to identify potential human rights risks.
To evaluate which of the identified potential risks could also be actual risks, John conducts a gap analysis in the second phase. For this, he uses standardized questionnaires, for example, to record processes, responsibilities, and procedures for each potential risk area. This applies to our own business as well as to the value chain. John closely involves the risk owners and experts from the affected departments in these gap analyses.
In the third and final step of the risk analysis, John, together with the experts from the affected departments, analyzes and evaluates the gaps and risks identified, taking into account the impact on those affected and the likelihood of occurrence. For prioritized risks, they then define remedial and preventive measures.
To weight and prioritize risks, we introduced a comprehensive methodology for assessing their impact and likelihood of occurring. Using this method, the risks are plotted on a matrix (4x4).
The evaluated impact on those affected ranges from “low” to “severe”. It is assessed using four evaluation criteria: scope, scale, possibility for remedial action, and company involvement.
Probability of occurrence ranges from “unlikely” to “almost certain”. It is assessed using three different evaluation criteria: process evaluation, evaluation of similar cases which have already arisen, and context factors which could increase the likelihood of the risks materializing.
We carry out a regular risk analysis of human rights topics for both our own businesses and our supply chains in accordance with the specific requirements of applicable international and national laws and regulations. As part of this risk analysis, we identify areas that we consider to have high priority due to the potential severity of possible violations and due to our ability to influence them.
The risk analysis for the 2024 reporting year confirmed the following existing prioritized risk areas for our own operations and revealed additional potential risks:
As a healthcare Group, we not only bear responsibility for the well-being of our patients, but also for the health and safety of our employees. We implemented a Group Policy on Social and Labor Standards. The guideline describes our global social and labor law minimum standards. We expect our employees and managers in all business segments of the Fresenius Group to comply with this guideline without exception. Lower standards are not acceptable. Should laws or practices in countries where we operate restrict or contradict the standards set out in this policy, we will apply the policy to the extent permitted by local laws . Moreover, the Fresenius Code of Conduct stipulates that we take the necessary measures to protect our employees and prevent work-related accidents and illnesses.
Creating a safe and healthy working environment is a priority for us. When it comes to health protection, prevention is our basic principle: We therefore provide our employees with comprehensive programs to promote their health and prevent work-related illnesses. The return of employees after an illness is regulated, for example, by the company integration management system.
We have introduced numerous management systems and measures throughout the Group and adapted them to the business models of the business segments. They focus on occupational health and safety in the production area as well as occupational health management for employees in healthcare facilities or in administration.
All locations are also subject to the respective local regulations and laws. Compliance with these regulations is ensured at local level. In addition to statutory regulations, internal guidelines and directives such as management manuals and standard operating procedures also play a significant role in occupational health and safety. In addition to the Group-wide Fresenius Code of Conduct, the business segments have their own guidelines that regulate occupational health and safety, e.g. the Clinical Code of Conduct for the rehabilitation and nursing units and medical personnel in the healthcare services market segment.
The internal requirements are supplemented by corresponding internationally recognized standards for management systems such as ISO 45001 at some locations as well as other certifications in accordance with ISO or national standards. The overarching aim of the ISO 45001 management system is to continuously improve occupational health and safety management, align it with internationally recognized methods and ensure the effectiveness of existing procedures and systems. To drive this forward, we are consistently expanding the number of entities certified to this standard.
Further Information can be found in the 2024 CSRD report from page 216.
To minimize potential human rights risks connected to our business activities, we have taken further preventive and mitigating measures. These include, for example, training that we offer to our workforce. The Fresenius Group, for instance, conducts regular occupational health and safety training to prevent incidents in its fields of operation.
To sustainably promote tolerance and appreciation within our teams in the long-term and to mitigate the risk of discrimination, it furthermore is not only necessary to have a corresponding culture that is exemplified by the management bodies; employees also receive training and further education on the topic of diversity.
The elimination of discrimination is both a component of our Group-wide compliance programs and a key element of our Human Rights Program. These concepts are supplemented by suitable controls, process documentation, training concepts, awareness-raising measures, and the use of whistleblower systems. In this way, we want to ensure that discrimination, including harassment, is prevented, contained, or combated in our operational business if we become aware of violations, risks, or impacts.
Another central element is the successive roll out of a company-wide human rights training for our employees. The training aims at educating our employees on this important topic – not only about their personal human rights, but also about the contribution that everyone can make in their daily work. It further imparts knowledge about individual rights and how to deal with possible human rights violations.
In addition, we have implemented individual and local measures to provide our employees with the best possible protection within our sphere of influence. For instance, at high-risk locations, we deploy more security staff than is typically found in hospitals to better protect our employees and patients around the clock. Furthermore, a monthly committee with participants from local management and employees has been established to strengthen the dialogue.
Further details on preventive and remedial measures, as well as on appropriateness and effectiveness, are available here.
The risk analysis for the 2024 reporting year confirmed the following existing prioritized risk areas for our value chain and revealed additional potential risks:
To counter the potentially negative effects, we have initiated and implemented further preventive measures in addition to existing ones. With the risk-based implementation of human rights and environmental clauses in contracts, we also agree with suppliers on specific requirements for cooperation and information obligations in the event of human rights violations.
Our Code of Conduct for Business Partners also sets out fundamental expectations regarding respect for human rights. To monitor compliance with these principles and use the results to provide industry-wide support, Fresenius Kabi, for example, prepared to join the Pharmaceutical Supply Chain Initiative (PSCI) as an associate member in the reporting year (2024). In the future, the company will participate in the industry-wide audit pooling and thus contribute to greater transparency regarding working conditions and – where necessary – corresponding corrective or remedial measures in the pharmaceutical supply chain.
Marco Kraemer, Director Supplier Quality Management & Human Rights Function, Fresenius Kabi
To further increase transparency in our upstream and downstream processes, we also plan to further expand the existing descriptions and visualizations of our value chains and carry out focus risk analyses on this basis. Further details on preventive and remedial measures, as well as on appropriateness and effectiveness, are available here.
Human Rights at Fresenius
Our Human Rights ProgramContact
Fresenius SE & Co. KGaA
Else-Kröner-Str. 1
61352 Bad Homburg
Germany
humanrights@fresenius.com
Human Rights Program
Our Human Rights Program Group-wide Governance & Responsibilities Preventive & Remedial Action Grievance Procedure & HandlingWhistleblowing system
Reports on possible human rights or other types of compliance violations can be reported around the clock, either anonymously or by name, via our whistleblower system*:
Phone number: +49 (0) 800 181 1338*
https://freseniusgroup.ethicspoint.com
More infos about our grievance mechanism
*The prices of your mobile or landline contract apply
The reporting on the respect for human rights for the year 2024 and following can be found in our Sustainability Report (CSRD Report). Further information on Fresenius' human rights program is available here: fresenius.com/en/human-rights
S&P Global Ratings (S&P), a globally recognized credit rating agency today revised its credit outlook for Fresenius SE from stable to positive. The rating was affirmed at BBB. As part of its evaluation, S&P acknowledged the significant progress highlighting Fresenius’ strong operating performance, particularly within its growth vectors, ongoing cost base improvements, as well as a further reduction in the Company’s leverage. S&P also highlighted the sharpened and simplified portfolio, underscoring the Company’s resilience in the current operating environment.
“The revised outlook is another proof point that #FutureFresenius is paying off. It confirms our focus on long-term profitable growth and balance sheet strength, while at the same time preparing the business for future growth. Based on the strength of our operating businesses and the strong cash flow generation, we have significantly deleveraged the Company over the past years and expect to stay well within our self-imposed target leverage range,” says Fresenius CFO Sara Hennicken.
Fresenius is rated investment grade by the three leading credit rating agencies S&P Global Ratings (BBB/positive), Moody’s (Baa3/stable) and Fitch (BBB-/stable). The company is committed to its investment grade rating and to its self-imposed target leverage range of 2.5 to 3.0x net debt/EBITDA1, which forms part of its capital allocation framework.
1 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures; before special items; including lease liabilities and Fresenius Medical Care dividend, net debt adjusted for the valuation effect of the exchangeable bond
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, the availability of financing and unforeseen impacts of international conflicts. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Wolfgang Kirsch
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673 Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser
Chairman of the Supervisory Board: Wolfgang Kirsch
S&P Global Ratings (S&P), a globally recognized credit rating agency today revised its credit outlook for Fresenius SE from stable to positive. The rating was affirmed at BBB. As part of its evaluation, S&P acknowledged the significant progress highlighting Fresenius’ strong operating performance, particularly within its growth vectors, ongoing cost base improvements, as well as a further reduction in the Company’s leverage. S&P also highlighted the sharpened and simplified portfolio, underscoring the Company’s resilience in the current operating environment.
“The revised outlook is another proof point that #FutureFresenius is paying off. It confirms our focus on long-term profitable growth and balance sheet strength, while at the same time preparing the business for future growth. Based on the strength of our operating businesses and the strong cash flow generation, we have significantly deleveraged the Company over the past years and expect to stay well within our self-imposed target leverage range,” says Fresenius CFO Sara Hennicken.
Fresenius is rated investment grade by the three leading credit rating agencies S&P Global Ratings (BBB/positive), Moody’s (Baa3/stable) and Fitch (BBB-/stable). The company is committed to its investment grade rating and to its self-imposed target leverage range of 2.5 to 3.0x net debt/EBITDA1, which forms part of its capital allocation framework.
1 At average exchange rates for both net debt and EBITDA; pro forma closed acquisitions/divestitures; before special items; including lease liabilities and Fresenius Medical Care dividend, net debt adjusted for the valuation effect of the exchangeable bond
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, the availability of financing and unforeseen impacts of international conflicts. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Wolfgang Kirsch
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany / Commercial Register: Amtsgericht Bad Homburg, HRB 11673 Management Board: Michael Sen (Chairman), Pierluigi Antonelli, Sara Hennicken, Robert Möller, Dr. Michael Moser
Chairman of the Supervisory Board: Wolfgang Kirsch
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