Governance
In compliance with the German Stock Corporation Act (AktG), Wacker Chemie AG has a two-tier management system, comprising an Executive Board and Supervisory Board. The Executive Board has four members.
Wacker Chemie AG is the parent company and thus determines the Group’s strategy, overall management, resource allocation, funding, and communications with key target groups (especially with the capital market and shareholders).
Executive Board and Supervisory Board in 2023
The following changes were made to the composition of Wacker Chemie AG’s Executive Board in 2023: Auguste Willems, member of the Executive Board of Wacker Chemie AG, left the company at his own request on April 30, 2023. The Supervisory Board appointed Dr. Christian Kirsten as his successor, effective May 1, 2023. At its meeting on June 21, 2023, Wacker Chemie AG’s Supervisory Board confirmed Angela Wörl’s membership on the Executive Board and renewed her contract for a further five years (until April 30, 2029).
As of January 1, 2023, Andreas Schnagl and Reinhard Spateneder joined the Supervisory Board as employee representatives to replace Peter Áldózó and Eduard-Harald Klein, who had left the Supervisory Board on December 31, 2022. At the Annual Shareholders’ Meeting of 2023, the mandates of all Supervisory Board members ended as scheduled. The election of shareholder representatives to Wacker Chemie AG’s Supervisory Board at the Annual Shareholders’ Meeting of May 17, 2023 resulted in the following change: Prof. Patrick Cramer was elected by the Annual Shareholders’ Meeting to succeed Franz-Josef Kortüm, who had not stood for re-election. All the other shareholder representatives were re-elected to the Supervisory Board. At its inaugural meeting, directly after the Annual Shareholders’ Meeting, the Supervisory Board confirmed Dr. Peter-Alexander Wacker as its chairman. The employee representatives on the Supervisory Board had been elected by Wacker Chemie AG’s employees and executives before the Annual Shareholders’ Meeting. The following changes occurred: Dr. Benedikt Postberg and Stefan Entholzner replaced Dr. Birgit Schwab and Andreas Schnagl as employee representatives on the Supervisory Board. The other employee representatives were re-elected, including both IG BCE (labor union) members. The Supervisory Board confirmed Mr. Köppl as its deputy chairman at its inaugural meeting directly after the Annual Shareholders’ Meeting.
Effective September 30, 2023, Beate Rohrig stepped down. Harald Sikorski succeeded her as employee representative on the Supervisory Board on October 1, 2023. He was appointed at the Executive Board’s request by order of the District Court of Munich dated September 13, 2023.
For details about Executive Board responsibilities, please refer to the section “The Executive Board of Wacker Chemie AG”
Declaration on Corporate Management
The declaration on corporate management required by Section 315d in combination with Section 289f of the German Commercial Code (HGB) is included in the Annual Report; however, it does not form part of the combined management report. It is available online. It contains the Executive and Supervisory Boards’ work procedures, the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), and information on key corporate management practices. It also includes: targets for the proportion of women on the Supervisory Board and Executive Board, and in the two levels of management below the Executive Board, as well as deadlines for implementation; statutory minimum quotas to be observed when filling Supervisory Board positions; and information on the company’s diversity strategy.
Non-Financial Statement
The non-financial statement that is to be submitted in accordance with Sections 315b and 315c, and 289b and 289c of the German Commercial Code (HGB) is included in the annual report in the form of a non-financial report for the Group and does not form part of the combined management report. It is available on the internet, in the online Annual Report for 2023. In addition, it is published in Germany’s Company Register. This non-financial report includes a description of the Group’s business model and details of environmental concerns, social issues and personnel matters, as well as information on respect for human rights, and on combating corruption and bribery. The auditors of the consolidated financial statements reviewed the Group’s non-financial report within the scope of a limited assurance engagement.
Executive Board and Supervisory Board Compensation
Executive Board compensation contains both fixed and variable components. The main features of the compensation system for the Executive Board and Supervisory Board are described in the compensation report. The compensation report is published separately and is not part of this annual report.
