The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.
The Governmental Commission "German Corporate Governance Code" is in charge of the initial compilation and the continuing revolution of the Code. In September 2001, the German Federal Minister of Justice established the Governmental Commission which published the initial version of the Code in February 2002. As a rule the Code will be reviewed by the Governmental Commission annually against the background of national and international developments concerning Corporate Governance principles and be adjusted, if necessary.
Through the declaration of conformity pursuant to Article 161 of the Stock Corporation Act (AktG) the Code has a legal basis. The Code is published in its latest version in the official section of the Federal Gazette.
German listed stock corporations shall annually execute and publish a Corporate Governance Statement, parent companies also for the group. This statement combines the Corporate Governance Statement of Siemens Energy AG pursuant to Section 289f of the German Commercial Code and the Group Statement on Corporate Governance pursuant to Section 315d of the German Commercial Code. The Corporate Governance Statement pursuant to Sections 289f and 315d of the German Commercial Code is an integral part of the combined management report. In accordance with Section 317 para. 2 sent. 6 of the German Commercial Code, the audit of the disclosures made within the scope of Sections 289f and 315d of the German Commercial Code is to be limited to determining whether disclosures have been made. The documents referred to in the Corporate Governance statement pursuant to Sections 289f and 315d of the German commercial code (HGB) can be found here. Each of the documents is as of September 30, 2020.
Notification Obligations for Managers’ Transactions (Directors’ Dealings)
According to Art. 19 of the Regulation (EU) No 596/2014 on market abuse (MAR), the members of the Managing and Supervisory Board of Siemens Energy AG as well as persons closely associated with them are required to notify Siemens Energy AG and the Federal Financial Supervisory Authority (BaFin) of transactions conducted on their own account relating to the shares or debt instruments of Siemens Energy AG or to derivatives or other financial instruments linked thereto.
Siemens Energy AG has been notified of the following transactions (according to Art. 19 MAR):
(pursuant to § 87a (1) and (2) sentence 1 of the German Stock Corporation Act)
(including the last decision on compensation pursuant to § 113 (3) of the German Stock Corporation Act)