German Corporate Governance Code
Legal regulations on the management and monitoring of listed German companies
The German Corporate Governance Code specifies significant legal regulations on the management and monitoring of listed German companies and contains numerous internationally and nationally recognised standards on good and responsible company management.
The code was drawn up by the Government Commission responsible for the German Corporate Governance Code and was first published on 26 Februrary 2002. Since then, it has been revised by the Government Commission and amended to comply with the applicable legal framework conditions.
The (Group) declaration of corporate management, which is published on an annual basis by the company on its website in accordance with sections 289f (1), 315d German Commercial Code (HGB), is part of the management report of EnBW Energie Baden-Württemberg AG and the combined management report. In line with the (Group) declaration of corporate management, the Board of Management and the Supervisory Board provide information about the company’s corporate governance pursuant to principle 22 German Corporate Governance Code (in the version of 16 December 2019).
The latest version of the declaration of corporate management can be found here.
Further Declarations of corporate management are available in our downloadcentre.
The Management Board and the Supervisory Board of EnBW Energie Baden-Württemberg AG make the annual Declaration of Compliance with the German Corporate Governance Code, in accordance with Section 161 of the German Public Companies Act (AktG).
Below is the current Declaration of Compliance dated 8 December 2022.
Further Declarations of Compliance are available in our downloadcentre.
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Our Board of Management
The EnBW Board of Management has five members. It is jointly responsible for managing the business of the Group. In addition to the duties of the Chairperson of the Board of Management, the responsibilities of the Board of Management are divided into the “Finance,” “Sales and Human Resources,” “Sustainable Generation Infrastructure,” and “System-Critical Infrastructure” portfolios. The Chairperson of the Board of Management is Andreas Schell, the other members of the Board of Management are Dirk Güsewell, Thomas Kusterer, Colette Rückert-Hennen and Dr. Georg Stamatelopoulos.
Andreas Schell
Chief Executive Officer
Andreas Schell
Chairperson of the EnBW Board of Management / Chief Executive Officer
Andreas Schell was born in 1969 in Herborn. After studying mechanical engineering and electrical engineering at Clausthal University of Technology, he began his professional career at Daimler AG in 1996 and studied part-time for his Executive MBA at Michigan State University in the United States. He held several specialist and management positions at Daimler until 2009, the last of which was Vice President, Electrical Engineering at Chrysler LLC.
In 2009, Andreas Schell moved to United Technologies Corporation (UTC) Aerospace Systems in the United States (formerly Hamilton Sundstrand), a US-based supplier to the aerospace industry, where the last position he held was Vice President, Digital Strategy.
From 2016 until he joined EnBW Energie Baden-Württemberg AG in 2022, Andreas Schell was part of the executive team at the Rolls-Royce Group and was CEO of Rolls-Royce Power Systems AG. Under his leadership, Rolls-Royce Power Systems has been transformed from an engine manufacturer into a provider of integrated sustainable energy and drive solutions.
On 15 November 2022, Andreas Schell was appointed Chairman of the Board of Management of EnBW. In addition to Corporate Development and Sustainability, he will be responsible for Strategy / Energy Industry, Communications and Political Affairs, Marketing and Operations, IT / Digital Office, Transformation, Corporate Security and Decentralized Energy Services.
You can find photos of Andreas Schell in our Media and Download Center.
Thomas Kusterer
Chief Financial Officer
Thomas Kusterer
Member of the EnBW Board of Management / Chief Financial Officer
Thomas Kusterer, born in Pforzheim in 1968, studied Business Administration at the University of Mannheim until 1993.
He then began his professional career at KPMG Deutsche Treuhand-Gesellschaft AG. He worked there for ten years in various positions and areas, including Berlin, New York and Stuttgart. During this time, he passed his tax advisor exam in 1998, his Certified Public Accountant exam in Vermont, USA in 2001 and his Public Auditor exam in 2004.
From 2004 to 2009, he was Head of Accounting and Taxes and, from 2008, Chief Financial Officer at EnBW. He then moved to EDF Energy plc, London, as a member of the Board of Management/CFO for two years.
Thomas Kusterer was appointed to the EnBW Energie Baden-Württemberg AG Board of Management on 1 April 2011. In his “Finance” division, he is responsible for Accounting/Taxes, Controlling, Finance, Digital Finance Transformation, Investor Relations, Mergers and Acquisitions, Risk Management/ICS, Investment Management, Performance in Growth, Purchasing, and risk management trading.
Thomas Kusterer is President of the Administrative Board of Energiedienst Holding AG (Laufenburg) and Member of the Supervisory Board of Sick AG.
You can find photos of Thomas Kusterer in our Media and Download Center.
Dirk Güsewell
Chief Operating Officer Critical Infrastructure
Dirk Güsewell
Member of the EnBW Board of Management / Chief Operating Officer Critical Infrastructure
Dirk Güsewell was born in Radolfzell (Lake Constance) in 1970. After graduating in with a degree in Business Administration, he held various specialist and management positions at Robert Bosch GmbH from 1993 to 1998 before joining EnBW in 1999. Initially, he held various management positions there in the power plant sector. Since 2008, Dirk Güsewell was responsible for the expansion of the Renewable Energies business unit at EnBW, including as a member of the Board of Management of the then subsidiary EnBW erneuerbare und konventionelle Erzeugung AG. Following the dissolution of various subsidiaries as part of a comprehensive reorganization of EnBW's structures, he became Head of the Generation/Portfolio Development business unit in 2014.
Effective 1 June 2021, Dirk Güsewell has been appointed to the EnBW Board of Management.
Dirk Güsewell will assume responsibility for the “System Critical Infrastructure” Department, which comprises all grid-based businesses for electricity, gas and water, the gas value chain, and the growth areas of telecommunications, innovation management and urban infrastructure development.
You can find photos of Dirk Güsewell in our Media and Download Center.
Colette Rückert-Hennen
Chief Sales and Human Resources Officer
Colette Rückert-Hennen
Member of the EnBW Board of Management / Chief Sales and Human Resources Officer / Director of Personnel
Colette Rückert-Hennen was born in Leverkusen/Opladen in 1961. After studying law at the Rheinische Friedrich-Wilhelms University in Bonn, completing her legal clerkship and second state law examination in Düsseldorf, she began her professional career in 1990 at the law firm of Dr. Klassen & Partner in Bonn. In 1992, she moved to the tourism company Air Marin Flugreisen GmbH in Bonn, where she headed the Human Resources, Legal and Administration Departments until 1999.
In 1999, Rückert-Hennen moved to the international tourism group Thomas Cook Group, where she was responsible for quality, customer and process management in the German market as director until 2008. In November 2008, she became CEO of the Thomas Cook Service AG in Switzerland.
From 2011 to 2018, Colette Rückert-Hennen was Chief Human Resources, Brand and Compliance Officer at SolarWorld AG in Bonn. In 2013, she also took over the Information Technology area, and in 2015 she became Labor Director. From August to November 2017, she headed the organizational and structural development of SolarWorld AG’s successor company, SolarWorld Industries, as Executive Vice President.
From 2018 to February 2019, Rückert-Hennen was CEO at EJOT GmbH & Co. KG in Bad Berleburg. There, she was responsible for Human Resources, Legal Affairs as well as Environment and Facility Management.
Since 1 March 2019, Colette Rückert-Hennen has been Member of the Board of Management, and since 1 July 2019, she has also been Labor Director at EnBW Energie Baden-Württemberg AG in Karlsruhe. Her division responsibilities include Sales, Human Resources, HR Strategy, Legal, Auditing, Regulatory Management, Compliance Management/Data Protection, Committees/Shareholder Relations, Occupational Medicine & Health Management and Corporate Real Estate Management.
Colette Rückert-Hennen is an honorary board member of the Lebenshilfe e.V. in Bonn and the Bonner Kunstvereins e.V., as well as a member of the board of trustees of the ZKM (Center for Art and Media) in Karlsruhe.
You can find photos of Colette Rückert-Hennen in our Media and Download Center.
Dr. Georg Stamatelopoulos
Chief Operating Officer Sustainable Generation Infrastructure
Dr. Georg Stamatelopoulos
Member of the EnBW Board of Management / Chief Operating Officer Sustainable Generation Infrastructure
Georg Stamatelopoulos was born in Athens in 1970. He received his doctorate in engineering from the Technical University of Braunschweig in 1996. He started his career in industry in 1998 at AE Energietechnik GmbH in Vienna, where he most recently held leading positions in engineering. Two years later, he moved to ALSTOM Power Systems GmbH, where he assumed responsibility for the design and implementation of large-scale plants in the European "Utility Boilers" division. He moved to EnBW in July 2010, where he was initially responsible for conventional and renewable new construction projects in the area of generation - including the expansion of the Iffezheim hydropower plant and the construction of the RDK8 hard coal-fired power plant and the EnBW Baltic 2 offshore wind farm.
In August 2014, he was appointed Head of the Generation Business Unit and was responsible for the operation of renewable and conventional generation facilities. In addition, he was responsible for the Contracting business unit from January 2020.
Dr. Georg Stamatelopoulos was appointed to the EnBW Board of Management effective 1 June 2021.
Georg Stamatelopoulos will assume responsibility for the “Sustainable Generation Infrastructure” division, which covers all market issues relating to generation, as well as growth areas specifically in the field of renewable energies. This includes Renewable and Conventional Generation, Nuclear Generation, Trading, Control Technology, Waste Management/Environmental Services, Occupational Safety, Environmental Protection and Crisis Management.
You can find photos of Dr. Georg Stamatelopoulos in our Media and Download Center.
The EnBW Supervisory Board
|
Name
|
Location
|
Capacity
|
|---|---|---|
|
Name
Lutz Feldmann
|
Location
Bochum
|
Capacity
Independent Management Consultant,
Chair of the Supervisory Board |
|
Name
Dr. Danyal Bayaz
|
Location
Stuttgart
|
Capacity
State Minister of Finance and Economic Affairs for Baden-Württemberg
|
|
Name
Achim Binder
|
Location
Stuttgart
|
Capacity
Chair of the Group Works Council of the EnBW Group, Chair of the Network Division Works Council of EnBW Energie Baden-Württemberg AG, Chair of the Regional Service Works Council of Netze BW GmbH
|
|
Name
Dr. Dietrich Birk
|
Location
Göppingen
|
Capacity
Managing Director of VDMA Baden-Württemberg (Mechanical Engineering Industry Association Baden-Württemberg)
|
|
Name
Stefanie Bürkle
|
Location
Sigmaringen
|
Capacity
District Administrator for the Sigmaringen rural district
|
|
Name
Stefan Paul Hamm
|
Location
Gerlingen
|
Capacity
Trade Union Secretary / Head of Department for Utilities and Waste Management, ver.di Baden-Württemberg
|
|
Name
Michaela Kräutter
|
Location
Stutensee
|
Capacity
Trade Union Secretary for financial services, communication and technology, supplies and waste disposal management, cultural affairs, as well as for the regional employees branch of ver.di for the central Baden/northern Black Forest region
|
|
Name
Christina Ledong
|
Location
Leipzig
|
Capacity
Second Deputy Chair of the Group Works Council, Chair of the Group Works Council of VNG AG, Chair of the Joint Works Council of VNG AG, ONTRAS Gastransport GmbH, VNG Gasspeicher GmbH and VNG Handel & Vertrieb GmbH
|
|
Name
Klarissa Lerp
|
Location
Düsseldorf
|
Capacity
Member of the Group Works Council for the EnBW Group, Chair of the Works Council, First Deputy Chair of the Supervisory Board of the Stadtwerke Düsseldorf AG, member of the Supervisory Board of Netzgesellschaft Düsseldorf mbH
|
|
Name
Dr. Hubert Lienhard
|
Location
Heidenheim an der Brenz
|
Capacity
Member of the Supervisory Board
|
|
Name
Bernad Lukacin
|
Location
Karlsdorf-Neuthard
|
Capacity
Consultant for specialist functions in the sales and marketing division of EnBW Energie Baden-Württemberg AG, member of the Group Works Council of the EnBW Group, Chair of the General Works Council for the sales and marketing division, Chair of the Karlsruhe branch of the sales and marketing division of EnBW Energie Baden-Württemberg AG
|
|
Name
Marika Lulay
|
Location
Heppenheim
|
Capacity
Chief Executive Officer (CEO) and member of the board of directors at GFT Technologies SE
|
|
Name
Dr. Wolf-Rüdiger Michel
|
Location
Rottweil
|
Capacity
District Administrator for the Rottweil rural district
|
|
Name
Thorsten Pfirmann
|
Location
Neuburg am Rhein
|
Capacity
Member of the Works Council (exempted) in the generating division of EnBW Energie Baden-Württemberg AG
|
|
Name
Gunda Röstel
|
Location
Flöha
|
Capacity
Commercial Director of Stadtentwässerung Dresden GmbH and Authorised Officer of Gelsenwasser AG
|
|
Name
Joachim Rudolf
|
Location
Plochingen
|
Capacity
Industrial mechanic in the generating division of EnBW Energie Baden-Württemberg AG, Works Council Chair (exempted)
|
|
Name
Harald Sievers
|
Location
Ravensburg
|
Capacity
Area Chief Administrator for the Ravensburg rural district
|
|
Name
Ulrike Weindel
|
Location
Karlsruhe
|
Capacity
Member of the Group Works Council for the EnBW Group; Chair of the Central Works Council for functional units and Chair of the Karlsruhe works council division for the functional units of EnBW Energie Baden-Württemberg AG
|
|
Name
Lothar Wölfle
|
Location
Friedrichshafen
|
Capacity
District Administrator for the Lake Constance area
|
|
Name
Dr. Bernd-Michael Zinow
|
Location
Karlsruhe
|
Capacity
Head of Legal Services, Compliance and Regulation (General Counsel) at EnBW Energie Baden-Württemberg AG
|
Status: 15 February 2023
Committees of the Supervisory Board
Depending on the specifics of the enterprise and the number of its members, the Supervisory Board has formed committees with sufficient expertise. They serve to increase the efficiency of the Supervisory Board's work and the handling of complex issues. The respective committee chairmen report regularly to the Supervisory Board on the work of the committees.
The Supervisory Board has set up a Personnel Committee, a Finance and Investment Committee, an Audit Committee, a Nomination Committee and an Arbitration Committee. The duties and members of the committees are specified below.
The Personnel Committee decides on the employment agreements of the Management Board members put forward by the Supervisory Board, on the determination of their annual salaries and on the granting of loans to the Management Board members. The committee meets when necessary.
Members:
- Lutz Feldmann (Chairman)
- Achim Binder
- Stefan Paul Hamm
- Joachim Rudolf
- Dr. Danyal Bayaz
- Lothar Wölfle
The Finance and Investment Committee is responsible for preparing investment decisions. If, in urgent cases, it is not possible to convene a Supervisory Board meeting with the required quorum, investment decisions are referred for decision to the committee. The committee also prepares the Supervisory Board meetings on annual planning. In this respect, the committee has no decision-making powers. The committee meets when necessary.
Members:
- Lutz Feldmann (Chairman)
- Dr. Danyal Bayaz
- Achim Binder
- Dr. Dietrich Birk
- Stefan Paul Hamm
- Joachim Rudolf
- Lothar Wölfle
- Dr. Bernd-Michael Zinow
The Audit Committee is responsible for questions relating to reporting, risk management, compliance, and the required independence of the auditor. The committee decides in place of the Supervisory Board on the appointment of the auditor, determines the audit focus, and handles the agreement on the auditor's fee. The committee also prepares the Supervisory Board meeting on the financial statement (balance sheet meeting). In this respect, the committee has no decision-making powers. It meets when necessary. The chairman of the Audit Committee possesses special knowledge and experience of the application of accounting principles and internal auditing procedures. The Audit Committee may not be chaired by the Chairman of the Supervisory Board or a former member of the Management Board of the company.
Members:
- Gunda Röstel (Chairwoman)
- Stefanie Bürkle
- Michaela Kräutter
- Dr. Hubert Lienhard
- Bernad Lukacin
- Dr. Wolf-Rüdiger Michel
- Thorsten Pfirmann
- Ulrike Weindel
The Nomination Committee has the task of recommending suitable candidates to the Supervisory Board for its suggestions for the Annual General Meeting regarding elections. Moreover, it passes resolutions on behalf of the shareholder representatives of the Supervisory Board persuant to Section 32 of the German Codetermination Act (MitbestG). The committee meets in the run-up to the Annual General Meeting to determine which candidates to recommend and at other times when necessary.
Members:
- Lutz Feldmann (Chairman)
- Dr. Danyal Bayaz
- Dr. Dietrich Birk
- Dr. Wolf-Rüdiger Michel
- Gunda Röstel
- Lothar Wölfle
The Arbitration Committee submits proposals to the Supervisory Board for the appointment of Management Board members if the required two thirds majority for the appointment or termination of Management Board members has not been achieved. The creation of this committee is legally required under the co-determination legislation. The committee meets when necessary.
Members:
- Lutz Feldmann (Chairman)
- Dr. Danyal Bayaz
- Achim Binder
- Klarissa Lerp
The digitalisation committee deals with measures and projects in the area of digitalisation at the company and its affiliated entities, insofar as they have fundamental strategic significance for the development of the company and the Group. In particular, this is the case if the projects or measures result in substantial changes to an existing business model, or result in new business models, which have a high significance for the company or could develop such significance, if fundamental questions about the use of technologies arise that have or could have a material impact on the existing business (e.g. an impact assessment of digitalisation technologies) or if there is or could be a significant impact on employees and the organisation. The committee meets as required.
The members of the digitalisation committee are:
- Dr. Hubert Lienhard (Chairman)
- Christina Ledong
- Bernad Lukacin
- Marika Lulay
- Harald Sievers
- Ulrike Weindel
Remuneration systems
The Board of Management remuneration as well as the Supervisory Board remuneration of EnBW Energie Baden-Württemberg AG as well as the remuneration systems are pursuant to the statutory provisions for listed companies (in particular in accordance with sections 87, 87a, 113 and 120a German Stock Corporations Act (AktG)) and pursuant to the principles of the German Corporate Governance Code as presented in the current Declaration of Compliance in accordance with section 161 AktG.
Remuneration system for members of the Board of Management
Under section 120a (1) AktG, the Annual General Meeting of a listed company must adopt a resolution on the approval of the remuneration system for members of the Board of Management at every material change and in any case at least every four years.
Such a resolution was last adopted by the Company’s Annual General Meeting on 5 May 2022.
The resolution on the approval of the remuneration system for members of the Board of Management as well as the remuneration system itself must be published on the Company’s website in accordance to section 120a (2) AktG. The latest versions can be found here (only available in German).
Remuneration system for members of the Supervisory Board
Under section 113 (3) AktG, the Annual General Meeting of a listed company must adopt a resolution on the remuneration of Supervisory Board members at least every four years, with the resolution permitted to take the form of a resolution confirming remuneration. The Company’s Annual General Meeting last adopted a resolution on the remuneration of Supervisory Board members on 17 July 2020. This resolution was confirmed by the Company’s Annual General Meeting on 5 May 2021.
The resolution on the approval of the remuneration system for members of the Supervisory Board as well as the remuneration system itself must be published on the Company’s website in accordance to section 113 (3) sentence 6 AktG and in accordance to section 120a (2) AktG. The latest versions can be found here (only available in German).
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Remuneration Report
In accordance with section 162 German Stock Corporations Act (AktG), the Board of Management as well as the Supervisory Board of a listed company are required to prepare an annual remuneration report of current and former members of the management board and supervisory board. The remuneration report has to be audited by the company’s auditor. Under section 120a (4) AktG, the remuneration report must be submitted to the annual general meeting for a resolution on ist approval. The latest version of the remuneration report and the attached company’s auditor opinion can be found here.
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Compliance & Regulation
The topic of Compliance - as the abidance by the statutory provisions and the company's guidelines - has significantly gained in importance during the past years. The reputation of a company and its economic success can be detrimentally affected by compliance violations. Therefore a risk-oriented and preventative compliance strategy is more important today than ever before.
One of EnBW's goals is making the adherence to external and internal rules an integral part of the thinking and action of all company bodies, executives and employees. Simultaneously the trust of business associates, stockholders and the capital market should be increased.
The Department of Compliance is responsible especially for the group-wide regulations for corruption prevention, cartel law prevention, data protection and capital markets compliance. The department is available to managers and employees as the central point of contact and advisor for compliance questions.
Compliance at EnBW group comprises the following four elements:
- Compliance Department: Corporate function with direct reporting lines to the member of the Board of Management for personnel and law, responsible for the group-wide organisation of EnBW's Compliance Management System and for monitoring its uniform implementation across the group.
- Compliance Committee: Internal decision-making board with an advisory capacity, made up of representatives from the relevant corporate compliance functions.
- Compliance Forum: Meeting between local Compliance Officers from the most relevant group companies, business units and Compliance, to coordinate the implementation of centrally planned compliance measures into the operating entities.
- Compliance Working Group: Exchange of information between Compliance and the Compliance Officers from the non-controlled group companies.
To ensure the success of the Compliance Programme it is of utmost importance that all employees be made aware of compliance topics. With this knowledge they can work responsibly and consistently within the legal regulations and the company's guidelines. EnBW makes this possible by holding face-to-face seminars and by providing e-learning programs for all general compliance topics and especially for the Code of Conduct.
Regular reports on current compliance topics and concerning the further developments of the Compliance Management System are prepared regularly for the Board of Management, the Supervisory Board and the Supervisory Board's Audit Committee.
Integrity - meaning the adherence to laws and legislation, honesty, dependability and fairness - is an indispensable basic requirement for the success of our company. The Board of Management has passed a Code of Conduct for EnBW Group which gives executives and employees an overview of the most important statutory provisions and company guidelines.
The Code of Conduct should serve as an aid to all decisions and actions taken. It acts as a binding framework for internal co-operation as well as for the interaction with customers, competitors, public officials as well as public institutions.
How to deal with business partners, officials and public bodies is set out in the Code of Conduct. The specifics are contained in a group policy on how to deal with gifts, invitations and hospitality, with internal thresholds on value and qualitative criteria. If these thresholds are exceeded, approval must be obtained from the Compliance Department. These regulations make a significant contribution toward protecting the integrity of the EnBW group and its employees in the course of business.
EnBW has clear regulations on checking business partners, which provide for careful selection and review of business partners with regard to the risk of corruption and infringements of social and environmental standards. The objective of the procedure is to avoid financial damage and reputational risks to EnBW, in particular in connection with its international activities.
EnBW has established two channels of communication for all internal and external indications of compliance infringements or suspected violations. The internal regulations define clear responsibilities and processes when investigating compliance infringements, ensure confidentiality and offer the best possible protection for all parties involved.
Internal contact point:
Dr. Andreas Schweinberger
Head of Compliance
Phone: +49 721 63-24920
E-Mail: Verdachtsfallmeldungen@enbw.com
Durlacher Allee 93
76131 Karlsruhe
Ombudsman as external contact point:
EnBW's ombudsman is attorney and senior partner at Knierim-Huber Rechtsanwälte, bound to professional discretion, and thus guaranteeing confidentiality and complete anonymity.
Thomas C. Knierim, Attorney
Knierim Huber Rechtsanwälte
Phone.: +49 6131 8382121
Fax: +49 6131 9065599
E-Mail: enbw@knierim-huber.com
Wallstr. 1
D - 55122 Mainz
Your contact
Articles of Association
Below is the current Articles of Association dated 2 August 2022.