• kelly-jean-200248.jpg
    Declaration of corporate governance

Declaration on corporate governance according to § 289a HGB [German Commercial Code]

2017/2018: Contents also in accordance with Clause 3.10 of the German Corporate Governance Code (Corporate Governance Report)

Declaration on corporate governance in accordance with Section 289f and 315d of the German Commercial Code (HGB)

Responsible corporate governance has always been of great importance at KWS SAAT SE. Since it was founded more than 160 years ago, our company’s successful development has been founded on thinking long term and acting in terms of sustainability.

KWS complies almost fully with the code’s recommendations

The Executive Board and the Supervisory Board once again examined in the year under review whether the company complies with the stipulations of the German Corporate Governance Code. As a result, the following declaration of compliance was issued to the effect that the company complies almost fully with the code’s recommendations; the declaration can also be found at www.kws.de/corporate-governance. It is printed in the 2017/2018 Annual Report as well.

Compliance declaration in accordance with Section 161 AktG (German Stock Corporation Act)

The Executive Board and the Supervisory Board of KWS SAAT SE declare in compliance with Section 161 AktG (German Stock Corporation Act) that the company has complied with the recommendations of the German Corporate Governance Code in the version dated February 7, 2017, since the last compliance declaration in October 2017, and will comply with them in the future, with the following exceptions:

In accordance with Clause 4.2.2 (2) Sentence 3 of the German Corporate Governance Code, the Supervisory Board shall consider the relationship between the compensation of the Executive Board and that of senior management and the workforce overall, particularly in terms of its development over time, whereby the Supervisory Board shall determine how senior managers and the relevant staff are to be differentiated. This recommendation is not complied with, since the compensation of the Executive Board, senior management and staff is based on variable criteria that defy rigid definition.
These criteria include not only generally applicable yardsticks such as degree of responsibility, tasks, personal performance, expertise and the like for the Executive Board, but also the company’s economic situation, success and future prospects.

In accordance with Clause 5.4.1 (2) Sentence 2 of the German Corporate Governance Code, the Supervisory Board is to set a limit on the length of time members can serve on the Supervisory Board. This recommendation is not complied with, since in a business with a tradition of family ownership like KWS SAAT SE it would significantly restrict the rights of the family shareholders, who hold a majority stake in the company.

Clause 7.1.2 Sentence 3 of the German Corporate Governance Code states that the consolidated financial statements shall be publicly accessible within 90 days of the end of the fiscal year and interim reports within 45 days of the end of the reporting period. KWS SAAT SE publishes its consolidated financial statements and interim reports within the period of time defined in the regulations for the Prime Standard of the German Stock Exchange. The company’s seasonal course of business means that it cannot ensure compliance with the recommended periods in the German Corporate Governance
Code.

Einbeck, October 2018

The Supervisory Board The Executive Board

Relevant corporate governance practices above and beyond requirements prescribed by law