Management structure, governing bodies and selection processes
BLG AG is a company governed by German law and as general partner of BLG LOGISTICS & Co. KG, is responsible for the management of the latter. A central principle of German stock corporation law is the dual management system, in which there is a clear separation of personnel between the board of management as the executive body and the supervisory board as the oversight body. Both bodies work closely together in a relationship of trust to manage and oversee the company. The Board of Management regularly and comprehensively informs the Supervisory Board about all relevant topics such as strategy, planning, business development, financial performance and earnings, compliance and entrepreneurial risks.
The Supervisory Board consists of 16 members, half of whom are elected by shareholders and half by employees in accordance with the provisions of the German Codetermination Act. The Supervisory Board currently includes significant major shareholders, who have a majority of the voting rights, as well as independent members in the number specified by the Rules of Procedure. No former members of the Board of Management of BLG AG have any Supervisory Board mandates. The composition of the Supervisory Board takes into account the statutory gender quota, which must be satisfied separately for the shareholder and staff members. A competency profile defined in 2018 ensures that all relevant knowledge and experience in relation to our business are represented in the supervisory board. This profile also explicitly addresses the area of sustainability/ESG, with a particular focus on topics such as climate protection, energy management, diversity and equal opportunities, training and education, fair working conditions, human rights, compliance and customer satisfaction. The Supervisory Board currently combines all the necessary competencies, and reviews are regularly conducted to determine which skills and expertise need to be strengthened when appointing new members.
The Supervisory Board is responsible for appointing and removing members of the Board of Management, determining the remuneration system for the Board of Management and submitting it for approval at the Annual General Meeting. In addition, it determines the total remuneration for the members of the Board of Management. In 2021, a new remuneration model was introduced that includes both financial and non-financial target figures: CO2 emissions, trainee quota and the work-related accident rate per 1,000 employees. While the established, remuneration-relevant target figures were still used in the reporting year, they were adjusted to meet future requirements in 2023 as part of the revised sustainability target program. Among other things, it was decided to tighten the climate target in line with the 1.5°C target and to replace the previous accident rate per 1,000 employees with the internationally-recognized Lost Time Injury Frequency Rate (LTIFR) starting from 2025.
Together with the Board of Management, the Supervisory Board is responsible for long-term succession planning for Board of Management positions, whereby we primarily aim to fill these positions from within our own company. The Board of Management is responsible for proposing a sufficient number of suitable candidates to the Supervisory Board. This decision is based on systematic management development that allows the Supervisory Board to ensure sufficient diversity in terms of professional training and experience, culture, internationality, gender and age when selecting board members, in line with our diversity concept. In its current composition, the Board of Management meets these requirements. As of December 31, 2024, the proportion of women was once again at 40 percent, which meets the statutory quota.
After twelve years at the helm of BLG LOGISTICS, the Chairman of the Board, Frank Dreeke, left the company at the end of 2024 as scheduled. The Supervisory Board appointed Matthias Magnor, a member of the Board of Management and Chief Operating Officer (COO) of the BLG Group since 2021, as his successor. As the new COO of both the AUTOMOBILE and CONTRACT, Divisions, Axel Krichel will complete the BLG Board of Management starting from January 1, 2025.
In addition to the Mediation Committee as required by law, the Supervisory Board has also set up an Audit, a Human Resources and an Investment Committee. The Audit Committee is responsible, among other things, for auditing the financial statements and management report for BLG AG drawn up by the Board of Management and the combined financial statements and combined management report for BLG LOGISTICS. It prepares the Supervisory Board’s decisions on planning for the next financial year and deals with topics such as risk management and compliance. This committee consists of three shareholder representatives and three employee representatives, and the chairperson in the reporting year fulfills all statutory requirements regarding independence and expertise in accounting and auditing. The Humans Resources Committee has equal representation, consists of the chairperson and deputy chair of the Supervisory Board, as well as six other Supervisory Board members. Among other things, it proposes suitable shareholder candidates for election to the Supervisory Board, advises on long-term succession planning for the Board of Management and decides on the employment contracts for Board of Management members. The Investment Committee consists of six members – three shareholder representatives and three employee representatives, chaired by the Supervisory Board Chair. The committee is responsible for preliminary decisions and decision-making processes for specifically-defined, urgent investment projects.
For more detailed information on the governing bodies, committees and their composition, please see the Corporate Governance Statement, which is part of our financial reporting. The currently applicable remuneration system for the Board of Management and the remuneration report are publicly available at www.blg-logistics.com/ir.
Anchoring sustainability within the company and its processes
Sustainability is a core part of our corporate strategy. We create the basis for this with company-wide directives and guidelines on environmental, social and economic aspects of sustainability. In addition, we are increasingly integrating sustainability-related topics into our education and training programs. The topic is brought into our partnerships and business relationships along the supply chain via our Supplier Code of Conduct, among other things. More information is available in the Sustainability Management, Training and Education, Compliance and Sustainable Supply Chain sections.
Since October 2022, our Chief Financial Officer, Christine Hein, has been responsible for sustainability at the Board of Management level. The entire Board of Management and Supervisory Board are responsible for monitoring the sustainability-related impacts of our business operations and are responsible for reviewing the effectiveness of the (counter)measures taken. Depending on their area of responsibility, individual members of the Board of Management are actively involved in the development of sustainability-oriented strategies, directives and targets. In all cases, these are approved by the entire Board of Management. During the last materiality analysis, it was also involved in defining and selecting the topics depicted in the sustainability report, and also approves the final report each year before it is published. At the invitation of the City of Bremen – our largest shareholder – the Board of Management regularly took part in information events and workshops on sustainability-related topics, such as diversity and climate protection, and incorporates the lessons learned into the corporate governance. All operational and strategic sustainability activities are pooled in the Group’s Sustainability Department, which reports directly to the Board of Management. In 2023, the role of Human Rights Officer also further cemented the topic of human rights due diligence within the department. The Human Rights Officer is supported by the Sustainability Board, in which all relevant departments are represented. Further details on the cooperation can be found in the Sustainability Management section.
In order to realistically assess the impacts of our business and the effectiveness of the measures already implemented, it is important that we make it as easy as possible for people – whether internally or externally – to find out about the standards we have set, report deviations or express concerns. For this purpose, not only is our compliance team available, but the BLG Integrity Line was also introduced in the reporting year– more on this in the Compliance section. In the event of sustainability-related incidents, these are initially reported to line managers via the usual information channel, who are obliged to involve the compliance officer in serious cases. Depending on the type, location and severity of the incident, other contact persons, such as staff from the relevant specialist departments, may also be called in to support with assessment, resolution and prevention.