Governance

Management structure, governing bodies and selection criteria

BLG AG is a company under German law and as the personally liable general partner of BLG LOGISTICS GROUP AG & Co. KG, Bremen, is responsible for the management of the latter. A fundamental principle of German stock corporation law is the dual management system with strict separation of personnel between the Board of Management as the executive body and the Supervisory Board as the oversight body – with both bodies working together in a spirit of mutual trust in managing and overseeing the company. The Board of Management regularly informs the Supervisory Board in detail about all issues of strategy, planning, business development, financial performance, cash flows and compliance, as well as about entrepreneurial risks.

The Supervisory Board is composed of 16 members, half of whom are elected by the shareholders. The other half consists of members elected by the employees in accordance with the provisions of the German Codetermination Act. The members of the Supervisory Board currently include major shareholders who account for a majority of the voting rights, as well as a number of independent members as specified in its rules of procedure. No former members of the Board of Management of BLG AG sit on the Supervisory Board. When making appointments to the Supervisory Board, the statutory provisions on gender quotas apply, which in our case must be fulfilled separately by the shareholder members and the employee members. A profile of skills and expertise defined in 2018 aims to ensure that the Supervisory Board as a whole possesses the knowledge and experience that is considered essential in view of our business activities. This profile was extended in the reporting year to explicitly include the aspect of Sustainability/ESG, keeping a particular focus on the topics of primary relevance to us: climate protection, energy management, diversity and equal opportunities, training and education, fair working conditions, human rights, compliance and customer satisfaction. The Supervisory Board currently covers all defined skills and areas of expertise. When making new appointments, it is examined in each case where knowledge should be strengthened.

The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and submits it to the Annual General Meeting for approval. It also determines the total remuneration of the Board of Management. In this context, a new remuneration model for the Board of Management was introduced in 2021, which includes both financial and non-financial target indicators: CO₂ emissions, the trainee ratio and the 1,000-employee rate used as a basis for measuring the number of work-related accidents. From 2023, these will be applied incrementally for all non-tariff employees.

Together with the Board of Management, the Supervisory Board is also responsible for long-term succession planning for appointments to the Board of Management, with the aim to fill these positions from within the company. It is the task of the Board of Management to propose a sufficient number of suitable candidates to the Supervisory Board. This is underpinned by systematic management development that, when making appointments to the Board of Management, enables the Supervisory Board to ensure sufficient diversity with regard to professional training and experience, cultural background, internationality, gender and age in line with our diversity concept. In its current composition, the Board of Management meets these requirements. As of December 31, 2022, the proportion of women on the Board was 40 percent, thus meeting the statutory quota.

In addition to the legally required Mediation Committee, the Supervisory Board has formed an Audit, a Human Resources and an Investment Committee. The Audit Committee is among other things responsible for reviewing the annual financial statements and management report prepared by BLG AG and the consolidated financial statements and group management report of BLG LOGISTICS. It also prepares the Supervisory Board’s decision on planning for the following financial year and deals with risk management and compliance. The Committee is made up of three shareholder representatives and three employee representatives; its incumbent chairman in the reporting year met the legal requirements for independence and expertise in the fields of financial accounting and reporting and auditing. The Human Resources Committee has equal representation and is composed of the Chair of the Supervisory Board, the Vice Chair and six other members of the Supervisory Board. Its tasks include proposing suitable candidates for the election of the Supervisory Board members, advising on the long-term succession planning for the Board of Management and deciding on the employment contracts with the Board of Management. The Investment Committee has six members – three shareholder representatives and three employee representatives of the Supervisory Board – and is chaired by the Supervisory Board Chair. The committee makes preparatory decisions and resolutions for specifically defined and urgent investment projects.

Detailed information about the governing bodies, committees and their composition can be found in the Corporate Governance Statement, which forms part of our financial reporting. The currently valid remuneration system for the Board of Management as well as the remuneration report are publicly accessible at www.blg-logistics.com/en/investor-relations öffentlich zugänglich.

Anchoring sustainability within the company and its processes

We firmly believe that if we are to have a real impact, we must incorporate sustainability into every action and every decision – and thus make it an integral part of our corporate strategy. We lay the foundation for this with company-wide policies and guidelines relating to topics concerning environmental, social and economic sustainability, as well as through greater integration of sustainability-related aspects into our training and education programs. Our Supplier Code of Conduct in particular sets out how we incorporate this topic into our partnerships and business relationships along the supply chain. For more information, please refer to the Sustainability Management, Training and Education, Compliance and Sustainable Supply Chain sections of this report.

The Chief Sustainability Officer is responsible for sustainability at Board of Management level. The full Board of Management and the Supervisory Board are responsible in their respective functions for overseeing the sustainability-related impacts of our business and, coupled with this, for ultimately reviewing the effectiveness of (counter)measures taken. Depending on their remit, individual Board of Management members are closely involved in the development of sustainability-related strategies, policies and targets. These are in all cases subject to approval by the full Board of Management. During the most recent materiality analysis, the Board of Management was also involved in identifying and selecting the topics to be included in the Sustainability Report, and it also approves the completed report each year prior to publication. At the invitation of the City of Bremen – our largest shareholder – the Board of Management regularly attended and continues to attend information events and workshops on sustainability-related topics such as diversity and climate protection, and also incorporates the insights gained into corporate governance. In strategic and operational terms, all related activities are consolidated in the central Sustainability department, which reports directly to the Board of Management. This, in turn, is supported by the Sustainability Board, on which all relevant departments are represented. For a more detailed description of how the cooperation works, please see the Sustainability Management section.

To enable us to realistically assess the impact of our business activities and the effectiveness of the measures already implemented, it is important that we make it as easy as possible for people – whether internal or external – to inform themselves about the standards that apply, report deviations or air grievances. This can be done either through our compliance team or via a reporting process through our externally appointed ombudsperson. Please refer to the Compliance section for more information. If events relevant to sustainability occur, they are first reported via the standardized information channel to the supervisor, who in the event of serious incidents is obliged to consult the compliance officer. Depending on the nature, location and scope of the incident, additional contact persons from the relevant departments are also involved to assist in assessment, resolution and prevention.