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Principles of responsible company management and control geared to the long-term creation of value. Key aspects of good corporate governance include efficient cooperation between the Management Board and the Supervisory Board, upholding shareholder interests and transparent corporate communications.
At HAMBORNER, maintaining and living out sound corporate governance is a top priority. Via a host of information and communications channels, our shareholders, all other capital market participants, financial market analysts, press and media representatives and other interested stakeholders are regularly, promptly and comprehensively informed of the company’s situation.
Information sources particularly include the annual report, the half-year financial report and the regular quarterly announcements posted in the Investor Relations/Financial Reports section of our homepage. In addition, we publish ad-hoc announcements, changes and voting rights and Director’s Dealings in line with capital-market requirements. We also provide information on recent developments at the company through press releases and presentations, regularly take part in Capital Market events and visit our existing shareholders and potential new investors at national and international roadshows.
In accordance with Section 289f of the German Commercial Code as well as Section 23 of the current German Corporate Governance Code (“the Code”) in the version of 28 April 2022, the Management Board and Supervisory jointly report on the management and corporate governance of HAMBORNER REIT AG in the declaration on company management.
Along with the most recent declaration of compliance as per Section 161 of the German Stock Corporation Act, the declaration on company management contains further details on corporate management practices, a description of the operating procedures of the Management Board and Supervisory Board as well as information on the composition of the administrative bodies and their committees. The declaration also contains the report on the equal participation of women and men in management positions and the diversity concept.
HAMBORNER REIT AG is fully committed to the German Corporate Governance Code. Even before the Code was first published, HAMBORNER complied with many of the assessment criteria for sound company management contained therein. Immediately after the Corporate Governance Code came into force in August 2002, HAMBORNER instigated measures to implement it. These measures were and are continuously supplemented and adapted to changed requirements.
HAMBORNER REIT AG aligns its corporate governance standards with the German Corporate Governance Code, which is why it still does not issue separate company-specific regulations. At present, there are no Code provisions that do not apply on account of overriding statutory provisions.
Since the German Corporate Governance Code came into force, the Management Board and Supervisory Board of HAMBORNER REIT AG have issued a declaration of compliance as per Section 161 of the German Stock Corporation Act at least once a year. The declaration was last updated in November 2023, and is available to download below.
The shareholders of HAMBORNER REIT AG exercise their rights at the Annual General Meeting and any Extraordinary General Meetings. The Annual General Meeting takes decisions on all statutory matters with a binding effect on all shareholders and the company. The Chairman of the Supervisory board usually chairs the Annual General Meeting. When votes are held, each share entitles the holder to one vote.
Each shareholder who registers properly and in time is authorised to attend the Annual General Meeting. Shareholders who are unable to attend in person have the opportunity to have their vote cast by a shareholder association, a bank, a proxy named by HAMBORNER and bound by their instructions, or another authorised representative of their choice.
The agenda of the Annual General Meeting and all documents required for passing resolutions are published in the Bundesanzeiger in line with the requirements of the German Stock Corporation Act and made available in the Investor Relations / Annual General Meeting section of the HAMBORNER website.
In accordance with Article 9 (1) of the Articles of Association, the Supervisory Board of HAMBORNER REIT AG has nine members, and is made up of six shareholder representatives and three employee representatives as per Section 96 (1) of the German Stock Corporation Act and Sections 1 (1) and 4 (1) of the German One-Third Employee Representation Act. The six shareholder representatives are elected by the Annual General Meeting, and the three employee representatives are elected in line with the provisions of the German Works Constitution Act by the employees of the HAMBORNER REIT AG.
The electoral term of the Supervisory Board currently is five years. The period of office of the current Supervisory Board expires at the end of the Annual General Meeting that votes on formal approval of the actions of the Supervisory Board for the 2024 financial year. Dr Andreas Mattner was elected as the Chairman of the Supervisory Board, and Mr Claus-Matthias Böge was elected as the Deputy Chairman. By resolution of the Annual General Meeting on 27 April 2023, the term of office for future elections to the Supervisory Board was shortened from five to four years and the company's Articles of Association were amended accordingly. The new regulation will be applied for the first time as part of the regular Supervisory Board elections in the 2025 financial year.
The Supervisory Board has set itself Rules of Procedure that take the requirements of the German Corporate Governance Code into account. You can view the current Rules of Procedure of the Supervisory Board here (currently only available in German):
Some of the Supervisory Board activities are also carried out in committees. At present, these committees are the Executive and Nominating Committee, the Audit Committee and the ESG Committee. The Chairman of the Executive Committee and the Nomination Committee as well as the ESG Committee is the Chairman of the Supervisory Board, Dr Andreas Mattner. Mr Claus-Matthias Böge is the Chairman of the Audit Committee. You can view further information on the composition of the Supervisory Board committees as well as the professional experience and competence of their respective members: here
The members of the Audit Committee have relevant knowledge and experience in the application of accounting principles and internal control and risk management systems. They also have the necessary expert knowledge in the fields of auditing and sustainability reporting. Based on their qualifications and professional experience, the members Mr Claus-Matthias Böge, Mr Rolf Glessing and Ms Christel Kaufmann-Hocker in particular meet the above requirements.
In accordance with recommendation C.1 of the German Corporate Governance Code and section 289f (2) no. 6 of the German Commercial Code, the Supervisory Board has developed an expertise and diversity concept that forms the basis for its composition and the formulation of election recommendations to the Annual General Meeting. The aim of the diversity concept for the Supervisory Board is to actively harness diversity as a factor in the company’s success and ensure that different perspectives, skills and backgrounds are reflected in the activities of the Supervisory Board.
The concept states that, in addition to personal and professional suitability, the following aspects in particular must be taken into account in the composition of the Supervisory Board:
The Supervisory Board has defined a profile of skills and expertise within the meaning of the Code. This profile states that the Supervisory Board must be composed in such a way that its members collectively have the knowledge, skills and professional expertise required to properly perform their supervisory duties. The Supervisory Board must collectively cover all of the areas of expertise that are relevant to HAMBORNER’s business activities. This includes sector-specific knowledge of the real-estate industry and expertise in the areas of strategy/management experience, accounting, auditing, controlling, financing, financial and capital markets, risk management, technological factors/digitalisation, human resources, company co-determination, internationality, ESG/sustainability and legal, compliance and corporate governance. Within this, the individual skills of the individual members may complement each other. In addition, the principle of diversity is to be applied to the composition of the Board, and various aspects such as cultural/ethnic background, gender, age, nationality and professional/educational background are to be considered adequately.
The Supervisory Board last refined the skills profile in 2022 and, in particular, updated it in line with the more stringent environmental, social and governance (ESG) requirements.
The Supervisory Board in its current composition satisfies all of the defined objectives and collectively covers the entire profile of skills and expertise. The Supervisory Board members have different career and educational backgrounds and have the necessary professional and personal qualifications. The expert knowledge in the fields of accounting and auditing required under Section 100 (5) of the German Stock Corporation Act is fully provided by the Supervisory Board members Mr Claus-Matthias Böge and Mr Rolf Glessing in particular. The employee representative Mr Klaus Hogeweg has relevant experience and expertise in the field of IT and information security. The members of the ESG Committee – Dr Andreas Mattner, Ms Maria Teresa Dreo-Tempsch and Mr Ulrich Graebner – cover the necessary knowledge with regard to sustainability / ESG topics.
To ensure that they can always provide expert advice to the company and perform their supervisory duties properly, it is essential to expand the Supervisory Board’s areas of expertise and to establish and enhance corresponding know-how on the Board. For this reason, the members of the Supervisory Board regularly make use of continuing professional development measures, both at Supervisory Board meetings and on separate dates. In 2023, the focus here was on the area of expanded sustainability reporting in accordance with the Corporate Sustainability Reporting Directive (CSRD) as well as the EU Taxonomy Regulation.
You can find further information on the skills profile and the allocation of authority within the Supervisory Board in the following document:
The Supervisory Board endeavours to achieve equal participation of women and men in management positions. For this reason and in order to implement the requirements of section 111 (5) of the German Stock Corporation Act (AktG), the Supervisory Board has defined a target gender quota of 33.3% or at least three female members within the Supervisory Board and set a deadline of 30 June 2027 for achieving this target. In the 2023 financial year, the Supervisory Board had a total of nine members including three women, meaning it met the defined quota in full with a ratio of 33.3%. The Supervisory Board will aim to meet the gender quota in the future, too and when nominating individuals for election as new Supervisory Board members.
To meet the requirements concerning a balanced age structure, the Rules of Procedure of the Supervisory Board define a regular limit of 12 years for membership of the Supervisory Board. In addition, no one may be recommended for election if they are more than 70 years of age.
In accordance with recommendation C.1 of the German Corporate Governance Code, the Supervisory Board should include what it considers to be an appropriate number of independent members. According to recommendation C.7 of the Code, a Supervisory Board member is particularly not regarded as independent if the respective Supervisory Board member or a close family member of the Supervisory Board member
Bearing in mind the above criteria and the current composition of the Supervisory Board, with the exception of Mrs Christel Kaufmann-Hocker, who has been a member of the Supervisory Board for more than twelve years, all of the shareholder representatives are to be regarded as independent, namely Dr Andreas Mattner, Mr Claus-Matthias Böge, Mrs Maria Teresa Dreo-Tempsch, Mr Rolf Glessing, and Mr Ulrich Graebner. Despite having been on the Board for more than twelve years, Ms Christel Kaufmann-Hocker meets the necessary requirements for proper performance of her tasks, as she does not have any personal or business relations with the company or its Management Board and there are no other reasons for any conflict of interests. The Supervisory Board will continue to have a majority of independent members in future.
In addition, the Supervisory Board as a whole must have sufficient international experience. The members of the Supervisory Board have sufficient experience and expertise from international activities.
In accordance with recommendation D.12 of the German Corporate Governance Code, the Supervisory Board should regularly assess the effectiveness of the work of the overall body and its committees. A corresponding self-assessment of the work of the Supervisory Board was last performed in 2021 in conjunction with a structured process involving an external consulting firm. The review focused on the size, structure and expertise of the Supervisory Board and its committees. Furthermore, the organisation and communication within the executive bodies and the cooperation between the Management Board and the Supervisory Board were examined in depth. Following the conclusion of this process, which included all members of the Supervisory Board, the consulting firm involved reported a highly positive response overall, including in relation to other supervisory boards. An internal review of the effectiveness of the Board’s work was performed in 2022. No self-assessment was carried out in the 2023 financial year. The Supervisory Board intends to carry out this process on an annual basis in future and to involve an independent external consulting firm at regular intervals (at least once per term of office). The next evaluation of the activities of the Supervisory Board and its committees is planned for 2024.
Along with due monitoring of the Management Board, ensuring long-term succession planning for the Management Board is a key task of the Supervisory Board. Recommendation B.2 of the German Corporate Governance Code expressly points out that, together with the Management Board, the Supervisory Board shall ensure that there is long-term succession planning.
The Executive and Nomination Committee regularly reviews the current composition of the Executive Board and always initiates any necessary follow-up appointments or replacements with sufficient lead time. By resolution dated 23 March 2023, the Supervisory Board appointed Mr Niclas Karoff as Chairman of the Executive Board for a further five years, i.e. until 28 February 2029. By reappointing him, the Supervisory Board is ensuring continuity and long-term planning security in the management of the company.
In the event of the unscheduled departure of a member of the Executive Board, the Supervisory Board has the necessary extensive network to ensure that a replacement can be found at short notice at any time.
Vacancies on the Management Board are always filled in the context of a structured selection process involving an external recruitment consulting firm. The Executive and Nominating Committee of the Supervisory Board is responsible for managing and implementing the process. Along with personal and professional suitability criteria, the principle of diversity is applied when selecting potential candidates. The Supervisory Board particularly regards diversity as differing, complementary profiles and appropriate gender representation.
The entire Supervisory Board is responsible for deciding on the appointment of Management Board members. Appointments are made at the suggestion of the Executive and Nominating Committee in the company’s interest and with due consideration of the above criteria.
The Management Board of HAMBORNER REIT AG currently consists of two members. It has sole responsibility for managing the company. The members of the Management Board are appointed by the Supervisory Board. The allocation of responsibilities and cooperation in the Management Board are governed by the Rules of Procedure. After the entry into force of the German Corporate Governance Code in the year 2002, and taking into account the consequences arising from the changes or additions passed by the Government Commission, the Rules of Procedure applicable to the Management Board have also been adapted accordingly.
The Supervisory Board has also developed an expertise and diversity concept for the Management Board that takes into account personal and professional expertise as well as a balanced gender and age structure. The current Management Board members have the necessary career and life experience to ensure the successful and proper management of the company and have professional profiles that complement each other.
In order to fulfil the requirements with regard to a balanced age structure, the Supervisory Board's rules of procedure stipulate that members of the Management Board should not be appointed beyond the age of 67.
Further information on the members of the Management Board and the allocation of responsibilities can be found here
In accordance with section 111 (5) AktG, the Supervisory Board also defined a target gender quota of 33.3% or at least one female Management Board member, taking account of section 111 (5) AktG in the new version, and set a deadline of 30 June 2027 for meeting this target. Following the appointment of Ms Sarah Verheyen as a Management Board member as at 1 October 2022, the target quota has already been achieved with a current ratio of 50.0%. The quota is also to be taken into account when staffing Management Board positions in the future.
The Management Board also addressed the legal requirements for equal participation of men and women in leadership positions and set a gender quota of 28.6% or at least two female managers for the second management level in accordance with section 76 (4) AktG. The deadline for achieving this target is 30 June 2027. As of 31 December 2023, the proportion of female managers at the level below the Executive Board was 14.3 %. There are currently no further management levels below the Management Board.
HAMBORNER REIT AG prepares a set of financial statements in line with the International Financial Reporting Standards (IFRS) and another in line with the German Commercial Code. Both sets of financial statements are prepared by the Management Board, audited by the auditor and the Supervisory Board, and published within 90 days after the end of the financial year. The half-year financial report and the quarterly announcements are published within 45 days after the end of the reporting period, and the Audit Committee discusses them with the Management Board in advance.
In accordance with Article 16 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 (EU Audit Regulation), the company carried out a public tender procedure for the selection of a new suitable auditor in the 2012 financial year.
The Audit Committee of the Supervisory Board was responsible for the tendering process, which was carried out by way of a multi-stage selection procedure based on an extensive catalogue of criteria. These included the following aspects:
At the recommendation of the Audit Committee and in line with its preference, in March 2023, the Supervisory Board decided to propose PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Düsseldorf, to the Annual General Meeting 2023 for election as the auditor. In the event of a corresponding resolution by the Annual General Meeting on 27 April 2023, the company was appointed as auditor for the first time. The employees responsible for the audit of the 2023 financial year are the auditors Mr Uwe Rittmann (partner responsible) and Mr Mirsad Grizovic.
It was agreed in principle with the statutory auditor that the Chairman of the Audit Committee should be immediately informed regarding grounds for exclusion or lack of impartiality which arise during the audit, in so far as they are not immediately rectified. Furthermore, it was agreed that the Chairman of the Supervisory Board and the Chairman of the Audit Committee should be immediately informed if specific findings or incidents arise in the execution of the audit of financial statements which could be of significance for the proper discharge of the functions of the Supervisory Board. This includes the discovery of facts that comprise an inaccuracy in the declarations on the German Corporate Governance Code submitted by the Managing Board and Supervisory Board.
The management system is geared towards making a contribution to target achievement. It ranges from standardised capital expenditure accounts for individual properties through to an integrated budget and medium-term plan at the company level. At the company level, corporate management is aligned with the performance indicator funds from operations (FFO). The main factors influencing the development of FFO are, in particular, rental income, the vacancy rate and maintenance, interest, personnel and other operating expenses. The relevance of FFO in the management of the company is reflected in the short-term variable remuneration of the Management Board, which is based, among other things, on the development of FFO per share.
A responsible approach to risk by the company is one of the principles of sound corporate governance. Systematic risk management within the framework of company management ensures that risks are identified and assessed at an early stage and that risk positions are optimised accordingly. HAMBORNER’s early risk detection system is also subject to the review of the statutory auditor. It is continuously enhanced and adjusted to the changing economic conditions. In addition, important company processes are regularly subjected to an internal review conducted by an external auditing firm. The Management Board regularly informs the Supervisory Board of existing risks and the development thereof. Details on risk management and the internal control system can be found in the risk report in the latest annual report.
The German Stock Company Act applies to HAMBORNER REIT AG as a company under German law. A fundamental principle of German corporation law is the dual management system with the executive bodies of the Supervisory Board and Management Board, both of which have independent responsibilities in each case. The Management Board and Supervisory Board work closely together on a basis of trust in managing and monitoring the company.
The two-person Management Board manages the business of the company with the objective of sustainable value enhancement and in the interests of the company.
The Management Board advises the Supervisory Board promptly and comprehensively in writing and verbally at the regular meetings about business developments, the position of the company - including risk management - as well as the short and medium-term plans. In accordance with recommendation D.6 of the German Corporate Governance Code, the Supervisory Board also meets regularly without the Executive Board.
In particular, the Chairman of the Supervisory Board is in regular contact with the Chairman of the Management Board in order that they can inform each other about the current development of the business environment, significant business transactions and upcoming decisions.
Detailed information on the meetings of the Supervisory Board and its committees as well as the participants and contents can be found in the report of the Supervisory Board in the respective current annual report.
The company has concluded a pecuniary loss liability insurance policy (D&O liability insurance) for members of the Management Board and members of the Supervisory Board. This covers pecuniary losses from the work as a member of the executive bodies and supervisory bodies of HAMBORNER REIT AG. The sum insured is €60.0 million per claim. In accordance with section 93(2) AktG, deductibles for members of the Management Board and Supervisory Board have also been agreed, amounting to at least 10% of the claim and up to at least one and a half times the annual fixed renumeration of the officer. The insurance cover does not apply in the event of wilful intent, such that cover previously granted lapses retroactively were applicable in the event of (subsequent) discovery and benefits provided must be reimbursed to the insurer. The annual insurance premium currently amounts to around €74 thousand plus insurance tax.
HAMBORNER REIT AG takes compliance extremely seriously. The Management Board is fully committed to compliance and has developed a comprehensive compliance management system with the aim of ensuring that HAMBORNER's business activities are consistent with the law and the company's internal policies and regulations at all times and that responsible behaviour is firmly enshrined within the thoughts and actions of its employees.
In particular, preventive measures include the provision of regular training to all HAMBORNER employees and a detailed compliance policy that applies unconditionally to the Management Board and all employees, irrespective of their hierarchical level. The policy describes the relevant statutory provisions in greater detail, defines internal principles of conduct and serves as a set of guidelines for employees. It is intended to protect employees against breaches of the law and contractual obligations, prevent conflicts between professional and private interests, and protect the company against material loss and reputational damage.
Another key element of all efforts taken to ensure legally compliant activity and protect the company against loss and damage is that information concerning potential misconduct reaches the Management Board and Supervisory Board of HAMBORNER REIT AG. Accordingly, a clearly defined, functional whistleblower system enabling the investigation of compliance breaches is the second pillar of HAMBORNER REIT AG's compliance management system.
The company has appointed the lawyer Dr Thomas Stohlmeier as an external ombudsman to act as a neutral point of contact for employees and business partners for all matters relating to compliance breaches. The ombudsman can be contacted via HAMBORNER REIT AG's whistleblower system. His role is to receive information on potential misconduct or violations of law within the company's sphere of influence. The system ensures that the whistleblower's anonymity is protected throughout the entire process if desired.
Immediate responses and unequivocal consequences in the event of misconduct are the third pillar of HAMBORNER REIT AG's compliance management system. Clearly defined disciplinary measures are implemented once compliance breaches have been thoroughly investigated and clarified by the ombudsman. These measures are described explicitly in the compliance policy. They take into account the respective legal situation and are geared towards the severity of the respective breach and the loss and damage incurred by the company as a result.
