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Corporate Governance Statement

Disclosures on corporate governance practices

Branicks Group AG attaches great value to corporate governance within the Company and the Group. The Management Board and Supervisory Board feel that they have an obligation to ensure the Company’s continued existence and the generation of sustained value added through responsible corporate governance with a long term focus. For Branicks Group AG, good corporate governance also includes managing risks in a responsible manner. The Management Board therefore makes sure that risks are managed and controlled appropriately and effectively within an internal control system in the Company (see also the “Risk management” section → page 106) and ensures that the Company complies with the law by maintaining a compliance management system that reflects the Company’s exposure to risk. The Company is in compliance with the recommendations of the DCGK as described in its annual Declaration of Compliance. The Management Board regularly informs the Supervisory Board of any existing risks and their development. The Company’s internal control, reporting and compliance structures are continuously reviewed, enhanced and adjusted to changes in the general environment.

Sustainability is a key element of corporate governance. To ensure that the Company can remain commercially successful in the long term, Branicks Group AG attaches considerable significance to both economic issues and ESG aspects. Sustainability affects the entire organisation and includes a wide range of issues. Further information about the quantifiable ESG targets defined by Branicks Group AG in particular can be found at → https://branicks.com/en/sustainability/ and in the → Sustainability Report published there.

Reliability and credibility are the core values of our corporate culture. They are based not only on strict compliance with statutory and contractual regulations but also on a fundamental understanding of what constitutes ethical business practices. This includes openness, fairness and tolerance, conserving resources, gender equality and promoting diversity as well as clear guidelines and support in dealing with risks and potential conflicts.

A Compliance Policy is in place for the Branicks Group and a Compliance Officer supervises observance of material compliance requirements. In addition, a whistleblower system for reporting misconduct and violations has been set up. Based on the Compliance Policy, the employees of Branicks Group AG and its subsidiaries are obliged to act in a responsible and legal manner. This includes the principles of ethics and integrity within the Company, in particular compliance with legal requirements, internal company policies and self-imposed values. The cornerstones of the Compliance Policy are described in the current report on risks and opportunities, which is part of the combined management report of Branicks Group AG.

In addition, the Branicks Group has a Code of Conduct, which serves as a guideline according to which the employees of Branicks Group AG and its subsidiaries conduct their actions and make their decisions. This ensures that the Branicks Group’s mission statement and values are always reflected in our daily actions. The Branicks Group requires its business partners to meet the same high legal and ethical standards it has set for itself. A Code of Conduct for Business Partners has been introduced for this purpose, which is the basis of any collaboration between the Branicks Group and its business partners and describes the legal and ethical requirements of such collaboration.

Working practices and composition of the Management Board and Supervisory Board

dual management structure

As a listed corporation, the Branicks Group AG has a dual management structure comprising a Management Board and a Supervisory Board. The two Boards are clearly separated from each other – both in terms of personnel and function – allowing each of them to perform their different duties independently. While the duty of the Management Board is to manage the company independently, the Supervisory Board’s duty is to monitor this management.