Governance
Corporate Governance

Responsible steering & company monitoring

We want to create sustainable value and position our company in such a way that it best meets the needs of all stakeholders. In doing so, we rely on responsible corporate leadership that is subject to fixed criteria. It forms the basis of our decision-making and control processes.

Various rules and laws form the basis for shaping management and control at K+S. These include relevant legal provisions such as stock corporation law, co-determination law and capital market law; the Articles of Association and bylaws of our Supervisory Board and Board of Executive Directors as well as, with a few exceptions, the German Corporate Governance Code.

You can find the full text of the German Corporate Governance Code at www.corporate-governance-code.de.

Beyond our statutory obligations, we have defined fundamental values and principles that provide the framework for our conduct and decions and provide guidance for our business activities.

Declaration of Compliance pursuant to §161 of the German Stock Corporation Act (AktG)

K+S Aktiengesellschaft, Kassel
Securities identification number (WKN): KSAG88; ISIN: DE000KSAG888

Declaration of Compliance May 2021

“We declare that since the last Declaration of Compliance of December 8 and 9, 2020, the recommendations of the Government Commission on the German Corporate Governance Code as amended on December 16, 2019, published by the Federal Ministry of Justice in the official section of the Federal Gazette have been complied with, with the following exceptions:

  • Recommendation G.10 sentences 1 and 2 – granting of long-term variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components
  • Recommendation G.12 – disbursement of any remaining variable remuneration components
  • Recommendation G.13 sentence 2 – taking severance payments into account in the calculation of any compensation payments

As of January 1, 2018, the Supervisory Board introduced a new Board of Executive Directors compensation system in conjunction with a change in the long-term incentive programs. Since we believe that long-term incentive programs require a certain duration and stability, there are no plans to fundamentally change the long-term incentive program in force since January 1, 2018, when the new recommendations of the Code of December 16, 2019 come into force. However, in view of the relevance and importance of this issue, we have shifted the focus of variable compensation to sustainability targets with effect from January 1, 2020. We also consider it necessary to be able to decide on the modalities of payment of outstanding variable compensation components on a case-by-case basis in the event of termination of a Board of Executive Directors contract, irrespective of the originally agreed due dates. Upon resignation, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business. We also consider it necessary to decide on the amount of a severance payment and compensation payment depending on the individual case and in compliance with the respective contractual provisions.

The recommendations of the German Corporate Governance Code are currently complied with and will continue to be complied with in the future, with the above-mentioned and additionally the following exception:

  • Recommendation G.8 –  subsequent  changes  to  the  target  values  or comparison  parameters 

As part of the sale of the Operating Unit Americas, Long-Term Incentive I was partially adjusted. With regard to the Lost Time Incident Rate (accidents at work in relation to hours worked), the accidents at work of the Operating Unit Americas were deducted and the baseline and target values adjusted.

Kassel, May 10, 2021“

K+S Aktiengesellschaft 

The Supervisory Board          The Board of Executive Directors

 

Previous Declarations of Compliance