Corporate Governance Practices

Beiersdorf AG and the Group (Consumer and tesa Business Segments) pursue the following key corporate governance practices:

Corporate Governance

Good corporate management and supervision (corporate governance) has always been a high priority at Beiersdorf and provides for sustainable value generation. Close, efficient cooperation between the Executive and Supervisory Boards, respect for the interests of shareholders, employees, and other stakeholders, open corporate communication, proper accounting and auditing, compliance with statutory provisions and corporate guidelines, and responsible risk management are the basis of the company’s success in this area. Beiersdorf is also aware of its social and environmental responsibility and ensures that its business strategy, sustainability agenda, and operational decisions take this into account. Regular, institutionalized dialogue takes place with the aforementioned stakeholders, ranging from analyst and press conferences, Capital Markets Days, symposia and congresses, all the way to volunteering days and social activities.

The German Corporate Governance Code (the Code) ensures transparency with respect to the legal framework for corporate management and supervision and contains accepted standards for good, responsible, and sustainable corporate management. The Code and its amendments did not necessitate any fundamental changes at Beiersdorf. We understand corporate governance as an ongoing process and continuously and carefully develop this understanding, above and beyond the Code as well. We give consideration to comments, suggestions, and criticism from investors and proxy advisors and make changes where appropriate to corporate governance and its reporting in this Corporate Governance Statement.

Compliance

For Beiersdorf AG and the Beiersdorf Group (including tesa), compliance with the law and internal guidelines is an essential prerequisite for successful and sustainable business. The Executive Boards of Beiersdorf AG and tesa SE have issued compliance principles, which can be found at https://www.beiersdorf.com/investor-relations/compliance/compliance-principles and www.tesa.com/en/about-tesa/sustainability. Based on our compliance risk analyses, extensive antitrust, anti-corruption, data-protection, and capital market law compliance programs have been implemented among other measures in order to safeguard compliance. Numerous internal guidelines and processes for preventing legal violations in these areas in particular have been issued. Employees and managers receive awareness-raising information and support on these topics through regular training and a wide variety of advisory offerings.

Information concerning potential compliance violations is followed up consistently. Appropriate measures are taken to prevent and sanction wrongdoing, taking into account the principle of proportionality. In order for us to gather information about potential compliance violations, all employees and managers at Beiersdorf and tesa, as well as external stakeholders such as customers and suppliers, have access to a number of reporting channels. These include a digital whistleblower system via which violations can be reported directly and in confidence – even anonymously, if so desired. The Compliance functions at Beiersdorf and tesa use a range of tools – not least Group-wide reporting – to support the Executive Board and managers in the continuous control, monitoring, and development of the compliance management system and safeguarding of general compliance.

Further information on key aspects of the compliance management system can be found in this Annual Report in the “Non-Financial Statement” of the Beiersdorf Group (Consumer and tesa Business Segments) and Beiersdorf AG in accordance with §§ 289b (3) HGB in conjunction with 315b (1) and (3) HGB.

Code of Conduct

The success of Beiersdorf AG and the Beiersdorf Group (including tesa) is based on the trust placed in us by consumers, customers, investors, and employees. That is why high standards are set when it comes to responsibility – both for the company and for each individual. The Codes of Conduct of Beiersdorf and tesa lay down these standards in a binding set of guidelines that are to be used worldwide. The objectives are to help all employees implement the key principles and values of our company in their everyday working life and to show them how to handle potential issues or difficult situations that affect our business practices or our dealings with each other.

The Beiersdorf and tesa Codes of Conduct are available online at www.beiersdorf.com/investors/corporate-governance/code-of-conduct and www.tesa.com/en/about-tesa/sustainability/strategy/our-guidelines-and-standards.

Sustainability

Sustainable corporate governance involves minimizing social and environmental risks and leveraging new market opportunities in such a way that value is generated for the company and negative social and environmental impacts are avoided. Beiersdorf was early to recognize the importance of responsible action and has continuously worked to improve its sustainability.

Today, sustainability is a core component of Beiersdorf’s “Win with Care” strategy. As part of the strategy, the Consumer Business Segment has been pursuing the CARE BEYOND SKIN sustainability agenda since 2020. This is oriented on the United Nations Sustainable Development Goals (SDGs) and comprises seven focus fields that illustrate our key areas of impact along the entire value chain. We have set ambitious targets in all these areas for 2025 and 2030. We achieved our target of reducing absolute greenhouse gas emissions by 30% by 2025 – in fact, we cut our emissions by 33% versus base year 2018.

At tesa, too, sustainability is firmly enshrined in the business strategy. The framework for this is formed by five strategic action areas for which tesa has defined long-term targets for the period through 2030. These fields extend across the business segment’s entire value chain and are as follows: Reduction of Emissions, Responsible Sourcing, Use of Recycled and Bio-based Materials, Circularity and Reduction of Waste, and Enabling Sustainability at our Customers.

Since the entry into force of the Corporate Sustainability Reporting Directive (CSRD), we have been required to supplement our existing financial reporting with information on key non-financial aspects of our business activities. As of the reporting date, the CSRD had yet to be transposed into German law; in this Annual Report, therefore, key non-financial aspects of our business activities are reported in the Non-Financial Statement in accordance with §§ 289b (3) HGB in conjunction with 315b (1) and (3) HGB.

Human Resources Policies

Beiersdorf’s sustainable success is based on the commitment, expertise, and motivation of our over 22,000 employees worldwide. Their specialist knowledge, great dedication, and new ideas help on a daily basis to drive innovation and expand our leading position in the market.

Our human resources policies are embedded in our corporate strategy “Win with Care”, which underscores the importance of our staff as a key factor for long-term, responsible growth. Furthermore, our Core Values form the foundation for value-oriented and consistent actions across all hierarchies, functions, and regions. They are an essential benchmark for our decisions and inform the way in which we work together.

Creating an optimal working environment for talented employees to develop their skills and potential is a key focus of our HR activities. This includes systematic expansion of strategic capabilities and targeted fostering of talent in close alignment with the long-term objectives of the company. Our managers play a vital part as role model leaders, providing orientation, promoting trust-and performance-based cooperation, and empowering their staff to achieve excellent results in high performing teams. This culture of leadership and cooperation strengthens our employees’ commitment and underpins our position as an attractive employer in the consumer goods sector.

tesa is an expert in adhesive technology, offering its customers innovative solutions and outstanding service. The company’s success is attributable to a large degree to the skills of its employees and their willingness to continuously develop them further. Qualified employees who contribute actively to helping us extend our position as one of the leading companies in adhesive technology are the key to the successful implementation of our business strategy. This is why our human resources strategy is oriented toward winning and retaining well-trained, committed employees for tesa and continually increasing our considerable attractiveness as an employer through appropriate measures. Beyond this, it is tesa’s express aim to promote a corporate culture that strengthens performance, teamwork, cross-functional cooperation, and internationalization.

More detailed information can be found in the “Non-Financial Statement” of this Annual Report.

Risk Management

Risk management at Beiersdorf AG and the Beiersdorf Group is an integral part of central and local planning, management, and control processes, and conforms to consistent standards across the Group. Our open communications policy, the risk inventories carried out at regular intervals, and the planning and management system ensure that our risk situation is presented transparently.

Further information can be found in the “Risks and Opportunities Report” section of this Annual Report and in the Annual Report of tesa SE.