Declaration of Compliance

In December 2023, the Executive and Supervisory Boards issued the Declaration of Compliance with the recommendations of the German Corporate Governance Code in the applicable version dated April 28, 2022 (“Code”) in accordance with § 161 AktG. Beiersdorf AG fulfills all the recommendations made in the Code with a small number of exceptions, as well as all the suggestions. There are no Code recommendations that do not apply to Beiersdorf due to overriding legal stipulations. The auditor must promptly inform the Supervisory Board of any facts identified during the audit that reveal an inaccuracy in the Declaration of Compliance submitted by the Executive Board and Supervisory Board and must note these in the audit report. The 2023 Declaration of Compliance was also made permanently accessible to the public on the company’s website at www.beiersdorf.com/declaration_of_compliance.

Declaration by the Executive Board and the Supervisory Board of Beiersdorf Aktiengesellschaft on the Recommendations of the “Government Commission on the German Corporate Governance Code” in accordance with § 161 of the Aktiengesetz (German Stock Corporation Act, AktG)

In fiscal year 2023, Beiersdorf Aktiengesellschaft complied with, and continues to comply with, all recommendations of the Government Commission on the German Corporate Governance Code in the version dated April 28, 2022, (“Code”), with the following exceptions:

Recommendation G.10

In accordance with Recommendation G.10, the Executive Board members’ variable remuneration shall be predominantly invested in company shares by the respective Executive Board member or shall be granted predominantly as share-based remuneration, taking the respective tax burden into consideration. Granted long-term variable remuneration components shall be accessible to Executive Board members only after a period of four years.

The variable remuneration for the Executive Board, comprising an annual variable bonus on the one hand and a long-term Enterprise Value Component on the other, will not be invested in shares or share-based instruments but will be paid out solely in cash after the expiry of the applicable bonus period. In this regard, the Supervisory Board believes that, taking due account of the interests of the customers, employees, business partners, shareholders, and other stakeholders, the remuneration system and the financial and non-financial performance criteria underlying the variable remuneration offers sufficient incentive for sustainable and value-oriented development of the company notwithstanding the absence of any share-based component. At the same time, the remuneration system generates incentive for the Executive Board to pursue and achieve the goals defined in the company’s business strategy.

In addition, the long-term variable remuneration components are in principle accessible to Executive Board members only after a period of four years. Under the remuneration system that applied until 2021, long-term variable remuneration was linked to the period of appointment of Executive Board members. Under the new remuneration system since 2021, a fixed bonus period initially applies until the end of 2024. Executive Board members who have already stepped down, and whose long-term variable remuneration is calculated at the end of the fiscal year, may therefore already have access to individual amounts of long term variable remuneration before the expiry of the four-year period if these were allocated during their period of appointment in the final three years before the expiry of the relevant bonus period.

Hamburg, December 2023

For the Supervisory Board

Prof. Dr. Reinhard Pöllath
Chairman of the Supervisory Board

For the Executive Board

Vincent Warnery
Chairman of the Executive Board

  

Astrid Hermann
Member of the Executive Board