Corporate Governance

What does Corporate Governance mean?

The origin of Corporate Governance, its declaration and implementation goes back to 1930 and is rooted in the separation of ownership and control.

Corporate Governance deals with the specification and compliance of rules and procedures by which a company should be managed. The term Corporate Governance stands for responsible corporate management and control geared to long-term value creation. In Germany, the principles of Corporate Governance are laid down in the German Corporate Governance Code.

Further information about Corporate Governance at Henkel can be found here.



What importance does Corporate Governance have at Henkel?

For Henkel, good corporate governance means responsible, transparent management and control aligned to the long-term generation of shareholder value. Within this context, the Management Board, Shareholders’ Committee and Supervisory Board have committed themselves to the following maxims:

  • Value creation is the foundation of our managerial approach
  • Sustainability  is a criterion for responsible management
  • Transparency results from our active and open information policy

Further information about Corporate Governance at Henkel can be found here.



What is the German Corporate Governance Code?

The "German Corporate Governance Code“ aims to make the German Corporate Governance system transparent and understandable and therefore to strengthen the confidence of international and national investors in the management and supervision of listed German corporations. The Code was ratified on February 26, 2002.



Does Henkel comply with the German Corporate Governance Code?

Subject to the specific regulations governing companies with the legal form of a German partnership limited by shares (“KGaA”) and to the pertinent provisions of its Articles of Association, Henkel basically complies with the recommendations (“shall” clauses) and suggestions (“may” clauses) of the German Corporate Governance Code.

Henkel’s Declaration provides more specific details and the recommendations and suggestions implemented.



What responsibilities does the Shareholders’ Committee have and what is its composition?

Composition
The Shareholders’ Committee has a minimum of five and a maximum of ten members. The members are elected by the AGM of the Henkel AG & Co. KGaA . The tenure of office is five years unless otherwise stipulated at the time of election.

Responsibility
The Shareholders’ Committee carries out the tasks and functions delegated to it by the General Meeting or by dint of the Articles of Association. In particular, the Shareholders’ Committee participates in the management of the corporation in lieu and as an agent of the General Meeting. It is involved in the formulation of the corporate guidelines, the corporate objectives and long-term planning objectives, and supervises and advises the Henkel Management AG/Management Board regularly on the stewardship of the corporation. It participates in the drafting of important corporate decisions, offers suggestions as to business development and monitors compliance with the planning goals.

It is also responsible for resolving on the appointment and dismissal of Personally Liable Partners and holds both the power of representation and executive powers over the legal relationships prevailing between the Corporation and Henkel Management AG as the Personally Liable Partner.  Moreover, it is also the responsibility of the Shareholders’ Committee to exercise the voting rights of the Corporation in the Annual General Meeting of Henkel Management AG.  Consequently, it appoints the members of the Supervisory Board of Henkel Management AG and is therefore involved in the appointment of the members of the Management Board.  It may also issue Rules of Procedure incumbent upon Henkel Management AG.

The members of the Shareholders’ Committee you can find here.



What responsibilities does the Supervisory Board have and what is its composition?

Composition
The Supervisory Board of Henkel AG & Co. KGaA comprises equal numbers of shareholder and employee representatives and has 16 members in all. The eight shareholder representatives are elected by the Annual General Meeting, the eight employee representatives by the employees in accordance with the provisions of the 1976 Co-Determination Act and  the election regulations issued in respect thereof.  All members of the Supervisory Board are equally obliged to uphold the interests of the Corporation

Responsibility
The task of the Supervisory Board is to regularly advise and to monitor Henkel Management AG and the Management Board in the stewardship of Henkel AG & Co. KGaA.  The Supervisory Board is particularly concerned with accounting and risk management matters and for ensuring the requisite independence of the financial auditors.  The Supervisory Board appoints the auditors, concludes the necessary agreement on fees and identifies the focal points of the audit.

Further information about the Supervisory Board can be found here.



How do the different corporate bodies work together?

The Management Board, Shareholders’ Committee and Supervisory Board of Henkel AG & Co. KGaA cooperate closely for the benefit of the corporation.

The Management Board agrees the strategic alignment of the corporation with the Shareholders’ Committee and discusses the status of implementation.

For transactions of fundamental significance, the Shareholders’ Committee has established a right of veto in the procedural rules governing the actions of Henkel Management AG in its function as sole personally liable partner. This covers, in particular, decisions or measures that materially change the net assets, financial position or results of operations of the Corporation. The Management Board complies with these rights of consent and also the spheres of authority of the General Meeting in matters subject to statutory control.

In keeping with good corporate management practice, Management Board informs the Shareholders’ Committee and the Supervisory Board regularly, and in a timely and comprehensive fashion, of all issues of relevance to the Corporation concerning business policy, corporate planning, profitability, the business development of Henkel AG & Co. KGaA and of major Group companies, and also the risk situation and risk management structures and activities.

Further information about the corporate bodies can be found here.



Has Henkel issued a Declaration of Compliance?

You can view and download the current and historic declarations here.