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Corporate Governance Code

The "Deutscher Corporate Governance Kodex", the German corporate governance code (the Code), consists of three elements. At first it describes legal regulations for management and supervision of German listed companies (corporate governance), which are mainly referring to the "Aktiengesetz" (German Stock Corporation Act). Further elements are international and national acknowledged standards for good and responsible corporate governance, in the form of recommendations and suggestions. Recommendations are marked in the text by use of the word “shall” and suggestions of the word “should”.
Through the declaration of conformity pursuant to § 161 "Aktiengesetz" (Stock Corporation Act), the code has a legal basis. Accordingly, the recommendations and suggestions are not mandatory. However, deviations from the recommendations – not the suggestions – have to be explained and disclosed with the annual declaration of conformity (Comply or Explain). The recommendations and suggestions of the code become valid with the publication in the official section of the Federal Gazette.
Besides giving recommendations and suggestions that reflect the best practice of corporate governance, the Code aims at enhancing the German corporate governance system’s transparency and comprehensibility, in order to strengthen the confidence of international and national investors, clients, employees and the general public in the management and supervision of German listed companies.
The latest version of the Code is published on this internet page.

Declaration of Conformity

in accordance with Article 9 para. 1 lit. c) ii) SE-VO in conjunction with section 161 of the German Stock Corporation Act (Aktiengesetz)

The Board of Management and Supervisory Board of Brenntag SE are obliged pursuant to Art. 9, para. 1 lit. c) ii) SE Regulation in conjunction with Section 161 German Stock Corporation Act to issue a declaration of conformity with the German Corporate Governance Code.
The Board of Management and Supervisory Board of Brenntag SE last issued a declaration of conformity pursuant to Art. 9, para. 1 lit. c) ii) SE Regulation in conjunction with Section 161 AktG on the recommendations of the German Corporate Governance Code in the version dated April 28, 2022 (GCGC 2022) on December 14, 2023. In this declaration, the Board of Management and the Supervisory Board declare that Brenntag has complied with the recommendations of the GCGC 2022 with the exception of the recommendations in sections G.7. and G.8 GCGC 2022. Furthermore, the Board of Management and the Supervisory Board declare that Brenntag currently complies with all recommendations of GCGC 2022 and will continue to do so in the future.
Essen, December 14, 2023

Implementation of the GCGC's suggestions

In addition to the principles and recommendations, the German Corporate Governance Code contains suggestions which are represented in the Code by the term "should". Companies may deviate from the suggestions without disclosure.
In the reporting year 2023, Brenntag generally complies with all suggestions of the version of the Code published on April 28, 2022. The details are set out in the following overview:
Ref.SuggestionBrenntag's implementation
A.4Employees shall be given the opportunity to report, in a protected manner, suspected breaches of the law within the enterprise; third parties should also be given this opportunity.Yes
A.6The Supervisory Board Chair should be available – within reasonable limits – to discuss Supervisory Board-related issues with investors.Yes
A.7The Chair of the General Meeting should take into account that the General Meeting be completed within four to six hours.Yes
A.8In the event of a takeover offer, the Management Board should convene an Extraordinary General Meeting at which shareholders will discuss the takeover offer and, if appropriate, decide on corporate actions.Yes
G.14Change of control clauses that commit to benefits in the case of early termination of a Management Board member’s contract due to a change of control should not be agreed upon.Yes
G.18Supervisory Board remuneration should be fixed remuneration. If members of the Supervisory Board are granted performance-related remuneration, it shall be geared to the long-term development of the company.Yes
The information reflects the status at the time of publication of the statutory Declaration of Conformity 2022. The information may change at any time. Brenntag explicitly does not undertake to disclose any changes and/or to update the overview.