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Declaration of compliance as of 9 Decmeber 2024
The Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG hereby state after due examination that in the period starting 14 December 2023 (issue of the previous declaration of compliance), HHLA complied with and shall continue to comply with the recommendations of the German Corporate Governance Code (“the Code” or “GCGC”) in the version dated 28 April 2022, in each case with the following exceptions.
a) Not all the members of the Executive Board and Supervisory Board currently comply with the limits on mandates as defined in recommendations C.4 and C.5 GCGC. When selecting candidates for the Executive Board and Supervisory Board, the Supervisory Board and the Personnel and Nomination Committee have always taken care to ensure that the individuals concerned have enough time to fulfil their commitments. This generally also means that they comply with the limits on mandates defined in recommendations C.4 and C.5. However, the Supervisory Board believes that the question of whether a member has sufficient time for their commitments must be answered according to the circumstances of the individual case. The number of mandates may be an indication, but should not be the only criterion, particularly since there can be added value for HHLA when its board members hold other external mandates. The Supervisory Board therefore believes it is acceptable if members of the Supervisory Board or Executive Board exceed these limits in individual cases.
b) With regard to the structure of the Executive Board remuneration, the Code recommends, among other things, that the performance criteria for the variable remuneration components should be based primarily on strategic objectives and that the variable remuneration should consist of short- and long-term components. The variable remuneration resulting from the achievement of long-term targets should exceed the share of short-term goals (G.1 second indent, G.6 and G.7). The long-term variable remuneration granted to each Executive Board member should largely be invested in company shares or otherwise based on the share price. The Executive Board member should only be able to access the long-term variable remuneration after four years (G.10). It should be possible to withhold or claw back the variable remuneration in justified cases (G.11 sent. 2). If the service contract with an Executive Board member comes to an end, outstanding variable remuneration components for the period until the contract ends should be paid according to the originally agreed targets and comparative parameters and on the dates or after the holding periods defined in the contract (G.12). The remuneration system for the Executive Board of HHLA in its current form only partially complies with these recommendations. The variable remuneration for the HHLA Executive Board is essentially based on the achievement of certain key figures or target - namely in particular EBIT, ROCE and other ESG targets - for a three-year average comprising the current and the two previous financial years and does not see any subdivision in this respect in short-term and long-term components. There are no plans for share-based components, holding periods, withholding or clawback rights. The Supervisory Board is of the opinion that the variable remuneration of the HHLA Executive Board in its current form is already sufficiently geared towards the company’s long-term performance. If any severance payment is made when a contract comes to a premature end, it is generally paid at the departure date. This enables a clear distinction to be made and avoids later arguments. The Annual General Meeting on 10 June 2021 approved the remuneration system for the Executive Board with a large majority (95.8% of the votes cast).
Hamburg, 9 December 2024
Hamburger Hafen und Logistik AG
The Executive Board The Supervisory Board
Update to the declaration of compliance dated 09 December 2024 (as of 19 May 2025)
On 09 December 2024, in line with Section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG issued their annual declaration of compliance with the German Corporate Governance Code (‘the Code’ or ‘GCGC’) in the version dated 28 April 2022.
Alongside the deviations listed therein, the Executive Board and Supervisory Board hereby declare the following additional deviations in line with Section 161 of the German Stock Corporation Act:
c) According to the requirements profile and skills matrix governing the composition of the Supervisory Board as adopted in accordance with recommendation C.1, which reflects the recommendations C.9, C.10 and C.12 in this regard, the Supervisory Board should include at least two members from the group of shareholder representatives – including the Chairman of the Audit Committee – who are independent of the company, the Executive Board and the controlling shareholder (C.9 and C.10). Moreover, the Supervisory Board should not include anyone who holds an executive position or performs an advisory role for any organisation in direct competition with the company (C.12). According to recommendation C.1 sentence 4, nominations made to the Annual General Meeting by the Supervisory Board should take account of the targets agreed in the requirements profile and skills matrix while striving to comply with the skills matrix for the full Board. After Professor Burkhard Schwenker, who also chaired the Audit Committee until recently, stepped down from the Supervisory Board, the company submitted an application for the legal appointment of Mr. Søren Toft as a member of the Supervisory Board. The intention is to propose Mr. Søren Toft as well as Hugues Favard and Kristin Berger, the two previously court-appointed Supervisory Board members, for (re-)election to the Supervisory Board at the forthcoming Annual General Meeting. Mr. Favard will also be elected Chairman of the Audit Committee in the near future. Mr. Toft, Mr. Favard and Ms. Berger work full-time for the MSC Group, which holds a significant (indirect) stake in Port of Hamburg Beteiligungsgesellschaft SE; the majority of the shares in this organisation are (indirectly) held by the Free and Hanseatic City of Hamburg, which in turn holds the majority of shares in HHLA. Mr. Toft and Mr. Favard also serve on the Board of Directors of Port of Hamburg Beteiligungsgesellschaft SE as non-executive directors. Of the other shareholder representatives, Mr. Andreas Rieckhof and Dr. Sibylle Roggencamp are both full-time employees of the Free and Hanseatic City of Hamburg and thus constitute indirect majority shareholders of HHLA. Accordingly, the Supervisory Board of HHLA will, for the time being, continue to have one member – Professor Rüdiger Grube – who is fully independent of the controlling shareholder. A deviation from recommendations C.9, C.10 and C.1 sentence 4 is therefore declared. As regards recommendation C.12, it should be noted for precautionary reasons that the MSC Group also competes with HHLA in certain areas; a deviation is therefore declared in this regard as a precautionary measure. The Supervisory Board and shareholder representatives are of the view that the Supervisory Board and the group of shareholder representatives have highly qualified and experienced managers, and that Søren Toft, Hugues Favard and Kristin Berger, who have been put forward for election, possess proven expertise in business areas of relevance to the company that constitutes a valuable addition to the Supervisory Board. The nominations also reflect the shareholding structure of HHLA.
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