ESG Factbook 2025
Corporate governance is understood as the legal and factual regulatory framework for the management and supervision of an enterprise.
Good corporate governance is an essential part of the corporate culture at EnBW. We are convinced that responsible and transparent corporate governance strengthens the trust and confidence that customers, capital providers, employees and the general public place in the company, thereby contributing to its longterm success. The Board of Management and Supervisory Board have the responsibility of managing and supervising the company above and beyond merely fulfilling statutory requirements, but to do so in accordance with recognized benchmarks for good corporate governance and in harmony with the principles of a social market economy, guaranteeing the continued existence of the company and ensuring a sustainable increase in its added value. Therefore, we also predominantly meet the recommendations of the German Corporate Governance Code (DCGK) in the version from 28 April 2022.
The key elements of good corporate governance, to which EnBW is also committed, include:
- responsible corporate management
- well-functioning and independent supervision
- purposeful cooperation between the management and supervision functions
- transparent corporate communication and sustainability for investors and customers
- remuneration systems for the Board of Management and Supervisory Board
- appropriate handling of risk (internal control system, compliance and risk management)
- taking management decisions that focus on delivering added value in the long term
- protecting the interests of various groups (e.g. stakeholders, contractual partners, employees)
The German Stock Corporation Act (AktG) provides the legal basis for corporate governance. In Germany, important principles with respect to corporate governance have also been defined in the German Corporate Governance Code (DCGK), which additionally advocates for the integration of sustainability aspects. Far-reaching reforms at a national and international level have been introduced in recent times to promote sustainable corporate governance. Within the European Union, for example, this includes the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD).
EnBW is committed to good sustainable corporate governance.
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 28 April 2022).
The latest version of the declaration of corporate management can be found here.
Further Declarations of corporate management are available in our downloadcentre.
Declaration of corporate management
Our guiding principle: the German Corporate Governance Code
Legal regulations on the management and supervision of listed German companies
The German Corporate Governance Code specifies significant legal regulations on the management and supervision of listed German companies and contains numerous internationally and nationally recognized standards on good and responsible corporate management.
The Code was drawn up by the Government Commission responsible for the German Corporate Governance Code and was first published on 26 February 2002. Since then, it has been revised by the Government Commission and amended to comply with the applicable legal framework conditions. Further information on the Code and the current version can be found on the Commission’s website.
The Board of Management and Supervisory Board of EnBW Energie Baden-Württemberg AG issue an annual declaration of compliance with the German Corporate Governance Code in accordance with section 161 German Stock Corporation Act (AktG).
The current declaration of compliance as of 18 December 2024 can be found below.
Further Declarations of Compliance are available in our downloadcentre.
Declarations of Compliance
Remuneration
Remuneration systems
Remuneration of the members of the Board of Management and Supervisory Board of EnBW Energie Baden-Württemberg AG and the underlying remuneration systems comply with the statutory provisions for listed companies (in particular sections 87, 87a, 113 and 120a German Stock Corporations Act (AktG)) and take into account the recommendations of the German Corporate Governance Code as presented in the current declaration of compliance pursuant to section 161 AktG.
Remuneration system for the members of the Board of Management
Pursuant to 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 as proposed by the Supervisory Board whenever there is a material change to the system, although at least every four years.
A resolution to approve the remuneration system was last adopted by the Annual General Meeting of EnBW Energie Baden-Württemberg AG on 7 May 2024.
Pursuant to section 120a (2) AktG, the resolution on the approval of the remuneration system for members of the Board of Management and for the remuneration system itself must be published on the company’s website. The latest version of the remuneration system for the members of the Board of Management of EnBW Energie Baden-Württemberg AG and the last resolution by the Annual General Meeting can be found below (only available in German).
Remuneration system for the members of the Supervisory Board
Pursuant to section 113 (3) AktG, the Annual General Meeting of a listed company must adopt a resolution on the remuneration of members of the Supervisory Board at least every four years, with the resolution permitted to take the form of a resolution confirming remuneration. The Annual General Meeting of EnBW Energie Baden-Württemberg AG last adopted a resolution on the remuneration of the members of the Supervisory Board on 3 May 2023.
Pursuant to section 113 (3), sentence 6 and section 120a (2) AktG, the resolution on the approval of the remuneration system for members of the Supervisory Board and for the remuneration system itself must be published on the company’s website. The latest version of the remuneration system for the members of the Supervisory Board of EnBW Energie Baden-Württemberg AG and the last resolution by the Annual General Meeting can be found here (only available in German):
Remuneration report
In accordance with section 162 AktG, the Board of Management and Supervisory Board of a listed company are required to prepare an annual remuneration report of current and former members of the Board of Management and Supervisory Board. The remuneration report must be audited by the company’s auditor. According to section 120a (4) AktG, the remuneration report must be submitted to the Annual General Meeting for a resolution on its approval. The latest version of the remuneration report of EnBW Energie Baden-Württemberg AG and the auditor’s opinion can be found here:
Corporate bodies
EnBW’s two-tier board structure
EnBW Energie Baden-Württemberg AG is a publicly traded energy company headquartered in Karlsruhe, Germany. A stock corporation under German law has three administrative bodies: the Board of Management, Supervisory Board and General Meeting.
Essential characteristics of a stock corporation under German law are its dual management system with institutional separation of management (Board of Management) and supervision (Supervisory Board) tasks, whereby its employees have the right to codetermination on the Supervisory Board if the company has more than 2,000 employees. Close and trusting cooperation for the good of the company is considered an integral part of the EnBW culture by the Board of Management and Supervisory Board.
A more detailed description of the tasks of the individual bodies and how they are organized and cooperate with one another can be found in the “Declaration of corporate management” (p. 245 ff.).
Supervisory Board
The key task of the Supervisory Board is to advise and supervise the Board of Management on its management of the company. The Supervisory Board of EnBW AG consists of 20 members in accordance with article 8 (1) of the Articles of Association. In accordance with the German Co-determination Act (MitbestG), an equal number of members represent shareholders and employees. Three employee representatives are nominated by the ver.di trade union. The Supervisory Board appoints the members of the Board of Management and advises them on their management of the company. It discusses the business performance, planning and strategy of the company together with the Board of Management at regular intervals and ratifies the annual financial statements. The Supervisory Board is always involved in decisions of fundamental importance to the company. Legal transactions and measures subject to the approval of the Supervisory Board are defined in its rules of procedure. In order for the Supervisory Board to optimally perform its functions, it has formed the following standing committees: a personnel committee, a finance, investment and sustainability committee, an audit committee, a nomination committee, a mediation committee in accordance with section 27 (3) MitbestG, a digitalization committee and an ad hoc committee.
Board of Management
The Board of Management is responsible for the operational management of the company and jointly manages the company on its own responsibility. The Board of Management is tasked with defining the company goals and developing the strategic orientation of the EnBW Group, agreeing this with the Supervisory Board and implementing it accordingly.
General Meeting
The General Meeting is the body where shareholders exercise their rights with regard to company matters. However, the General Meeting is not involved in decisions related to the normal management of the company. The General Meeting offers a platform for dialog with stakeholders and it is where shareholders exercise their rights with regard to company matters. The General Meeting passes resolutions on the appointment of half of the members of the Supervisory Board, on the discharge of Board of Management and Supervisory Board members, the appropriation of earnings and the election of the auditor. Certain fundamental measures, such as amendments to the Articles of Association, capital measures and conversion measures, require approval by the General Meeting. Resolutions of the General Meeting only require a simple majority of votes in most cases. Each bearer share is equivalent to one vote.
¹ Employee representatives are elected in accordance with the German Co-Determination Act (MitbestG).
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