Governance
Corporate Governance

Responsible governance & monitoring of the Company

We are committed to creating sustainable value and positioning our Company in the best possible manner to meet the needs of all stakeholders. For this purpose, we rely on responsible corporate management governed by established criteria. It constitutes the basis of our decision-making and control processes.

Relevant statutory provisions as well as our internal regulations constitute the basis for the organization of governance and control at K+S. These include, for example, stock corporation, co-determination and capital market law, the Articles of Association and bylaws of our Supervisory Board and Board of Executive Directors as well as the German Corporate Governance Code.

Please refer to www.corporate-governance-code.de/en for the complete text of the German Corporate Governance Code. The declaration of conformity of K+S Aktiengesellschaft can be found further down this page.

Beyond the legal obligations, we have defined fundamental values and principles governing our conduct and decisions, while at the same time providing orientation for our entrepreneurial 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 March 2022

“We declare that since the last Declaration of Compliance of December 1, 2021, 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.13 sentence 1 - payments due to early termination of service on the Board of Executive Directors

Following intensive discussions, the Supervisory Board and Mr. Boeckers have come to the joint conclusion that a continuation of his service as Chief Financial Officer is neither in the interest of the Company nor in the interest of Mr. Boeckers. Therefore, at the initiative of the Company, the parties have entered into a termination agreement which provides for the payment of the outstanding remuneration claims under the previously existing service agreement. The severance payment therefore exceeds the severance cap of 2 years' remuneration specified in recommendation G.13 sentence 1.

Kassel, March 9, 2022“

K+S Aktiengesellschaft 

The Supervisory Board          The Board of Executive Directors

Previous Declarations of Compliance