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Safeguarding Our Future with <strong>Sustainability</strong><br />
8<br />
Central aspects of corporate<br />
governance<br />
As an internationally active stock company with its registered<br />
seat in Altenberge, Schmitz Cargobull AG is subject to the<br />
regulations of German stock corporation law, capital market<br />
law, and co-determination law as well as the provisions of<br />
its Articles of Association. Schmitz Cargobull is not listed on<br />
the stock exchange.<br />
With its two bodies, the Management Board and the Supervisory<br />
Board, Schmitz Cargobull maintains a two-tier management<br />
and supervisory structure. An intensive, continuous<br />
dialogue between the Management Board and the Supervisory<br />
Board forms the foundation for efficient company<br />
management. Furthermore, the family council serves as<br />
an organisation to express the owners’ will. Supervisory<br />
board members are nominated by the family council on<br />
the employer side and by the IG Metall trade union on the<br />
employee side in accordance with the requirements of the<br />
German Stock Corporation Act. The Supervisory Board<br />
advises and monitors the Management Board and appoints<br />
its members. It has equal representation in accordance with<br />
the German Stock Corporation Act and meets four times a<br />
year to be informed about current company developments.<br />
In addition, a financial audit committee meets on a regular<br />
basis.<br />
The Management Board and Supervisory Board conduct<br />
a regular dialogue on strategic measures, planning, business<br />
development, the risk situation, and management and<br />
corporate compliance. With regard to the strategic development<br />
of the company in terms of sustainability, the Supervisory<br />
Board acts in a supervisory and advisory capacity.<br />
The <strong>Sustainability</strong> <strong>Report</strong> is reviewed and approved by<br />
the Supervisory Board.<br />
Utilising the existing mechanisms, the Supervisory Board<br />
ensures that conflicts of interest are avoided or mitigated.<br />
These mechanisms include the Code of Conduct, employment<br />
contracts, the four-eyes principle or functional controls<br />
Fulfilment of our due diligence obligations<br />
Schmitz Cargobull is conscious of its corporate responsibility<br />
and has committed itself to fulfilling its corporate due<br />
diligence obligations towards people and the environment in<br />
the form of a Declaration of Principle. This applies to the<br />
company’s own area of business as well as to the upstream<br />
and downstream activities in the value chain.<br />
Employees, business partners and other stakeholders can<br />
submit information on possible violations of our due diligence<br />
obligations with regard to human rights or and the environment<br />
at any time – anonymously and through various channels.<br />
Schmitz Cargobull has appointed external ombuds persons<br />
for this purpose. As lawyers, they are subject to statutory<br />
confidentiality obligations.<br />
The contact details for our ombudspersons can be<br />
found on our website.<br />
Nevertheless, violations of our due diligence<br />
obligations with regard to human rights and or environment<br />
can occur despite our preventative and control measures.<br />
If a possible violation is identified, we will immediately initiate<br />
a regulatory process to prevent any negative impact on<br />
human rights and the environment. The effective implementation<br />
of our due diligence obligations with regard to human<br />
rights and the environment is constantly reviewed and<br />
adapted as part of a continuous improvement process. We<br />
will report on future developments and progress to ensure<br />
the fulfilment of our due diligence obligations in our regular<br />
sustainability reporting and also as part of the annual<br />
Federal Office of Economics and Export Control <strong>Report</strong><br />
(BAFA).<br />
➔ GRI 2-1, 2-9, 2-10, 2-12, 2-14, 2-15, 2-16, 2-<strong>23</strong>, 2-24, 2-25, 2-26