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Information on corporate governance practice

Fundamentals of the corporate constitution
As a listed joint stock company under German stock corporation law, Ahlers AG has a dual board structure which consists of a Management Board and a Supervisory Board. The Management Board is responsible for managing the company and the Group. The Supervisory Board is tasked with supervising and advising the Management Board.

The Management Board of Ahlers AG is solely responsible for managing the company and controlling the Group entities. The management task, which comprises, in particular, the definition of the company’s objectives, the strategic positioning of the Group and its management and supervision as well as corporate planning and financing, is performed by the Management Board as a collective body. The members of the Management Board therefore have joint responsibility for the complete management process. Irrespective of this overall responsibility, the members of the Management Board have specific responsibility for the departments assigned to them in the rules of procedure of the Management Board. Cooperation within the Management Board is also governed by these rules of procedure.

The Supervisory Board appoints, supervises and advises the Management Board and defines the disclosure and reporting duties. The approval of the Supervisory Board is required for defined measures of fundamental importance for the company or the Group such as material investments and legal transactions. The Supervisory Board has adopted rules of procedure for its work, which are permanently available to all interested parties on the company’s website at www.ahlers-ag.com. The Chairman of the Supervisory Board coordinates the work on the Supervisory Board, leads its meetings and represents the body’s interests externally. A summary of the type and scope of the Supervisory Board activity in the fiscal year 2019/20 is included in the report of the Supervisory Board. The Supervisory Board reviews the efficiency of its activities once a year in the context of a self-assessment. For this purpose, the Supervisory Board members complete questionnaires that reflect the current legal and GCGC requirements and contain questions on all aspects of the Supervisory Board’s activities. The last efficiency review was conducted in December 2020 and discussed by the Supervisory Board. Any insights gained form an integral element of the work of the Supervisory Board. Improvement measures are defined as required.

Cooperation between the Management Board and the Supervisory Board
The past fiscal year again saw the Management Board and the Supervisory Board cooperate very closely. The Management Board provided the Supervisory Board with timely and comprehensive information about all relevant aspects relating to corporate planning and budgeting, the current business performance, the risk situation, risk management and compliance. Potential deviations of the business trend from the original plans are explained by the Management Board. The Management Board and the Supervisory Board agreed the strategic positioning of the company. The Management Board must obtain the Supervisory Board’s consent for transactions of fundamental importance. Besides the regular information provided, the Management Board and the Supervisory Board constantly exchange information on the situation of the company. Their relationship is characterised by openness and trust. The Supervisory Board assists the Management Board with advice and recommendations on the basis of sound information. In the fiscal year 2019/20, eight Supervisory Board meetings were held in the presence of the Management Board, two of which were conference calls. One meeting was partly held without the Management Board. As a general rule, Supervisory Board meetings addressing amendments to the Management Board contracts, the calculation of bonuses or the appointment and/or dismissal of Management Board members are not attended by members of the Management Board.

Share of women
According to section 76 para. 4 s. 1 AktG, the Management Board of companies that are listed on the stock exchange or subject to co-determination, should define targets for the share of women at the two management levels below the Management Board. On September 18, 2015, the Management Board had for the first time defined a target for the share of women of at least 30 percent for the two management levels below the Management Board. On May 3, 2017, the Management Board stated that the target had been reached within the deadline of June 30, 2017 and decided to leave the target at the respective management levels unchanged at 30 percent. As of the 2019/20 reporting date, 126 people worked at the two management levels below the Management Board (previous year: 130). The share of women stood at 43 percent, compared to 45 percent on the prior year reporting date. The effective date for achieving and reviewing the new targets is June 30, 2022.

Pursuant to section 111 para. 5 s. 1 and 5 AktG, the Supervisory Board of companies that are listed on the stock exchange or subject to co-determination should define targets for the share of women on the Management Board and the Supervisory Board. At the Supervisory Board meeting on September 18, 2015, targets of 30 percent each were defined for the first time. On the date they were defined, the targets were exceeded, as the share of women stood at 50 percent each. At its meeting on May 3, 2017, the Supervisory Board stated that the target had been reached within the deadline of June 30, 2017 and decided to leave the targets for both bodies unchanged at 30 percent. As of November 30, 2020, the share of women on the Management Board and the Supervisory Board stood at 50 percent (previous year: 50 percent) and 33 percent (previous year: 33 percent), respectively. The deadline for achieving and reviewing these targets is also June 30, 2022.