Corporate Governance Statement

Corporate Governance Statement pursuant to section 289f of the German Commercial Codes (HGB)

Listed stock corporations are required to issue a Corporate Governance Statement pursuant to section 289f of the German Commercial Codes (HGB). The Corporate Governance Statement contains:

1 I  the declaration of compliance,

2 I  information on corporate management practices as well as

3 I  the description of the functions of the Managing and Supervisory Boards

Information on the stated topics can be found in the following sections, with the exception of the declaration of compliance which is to be found here. Besides, you will find further information on the Supervisory Board committees.

Corporate Governance Practices

As an internationally active Group, HUGO BOSS is aware of its corporate responsibility to its employees, society and the environment. Handling core business responsibly is an important prerequisite for ensuring competitiveness and long-term success. Thus, HUGO  BOSS not only places the highest possible demands on the quality of its own products but also takes account of social and ecological factors in all activities along the value chain. Corporate responsibility is divided into six fields of actions: we, environment, employees, partners, product and society. HUGO BOSS always acts in compliance with the current regulatory frameworks as well as its internal guidelines.

Further information can be found in the Sustainability section of our corporate website.

  • Corporate Compliance

    HUGO BOSS AG and the Group companies operate in many different countries and therefore in different legal systems. For HUGO BOSS, corporate compliance is a key responsibility of the Managing Board, covering measures to ensure adherence to statutory and other legal guidelines, internal guidelines and codes. These include data protection, antitrust and anti-corruption regulations as well as provisions under capital market legislation. HUGO  BOSS expects all employees to act legally at all times in day-to-day business operations.

    The Compliance Officer reports directly to the CFO in his role as Chief Compliance Officer and supports the Managing Board in the monitoring of effective compliance management. Together with the compliance officers at the Group Companies, he ensures that the compliance program is implemented and continuously updated across the entire Group. The Audit Committee is kept regularly informed of the Compliance department’s activities. HUGO BOSS has summarized Group-wide principles of good conduct in a Code of Conduct as well as in more detailed Group policies, thus creating the basis for ensuring the legality of all employee activities. They include in particular rules on conduct in competition, the avoidance of conflicts of interest, the appropriate handling of company information, data protection, fair and respectful working conditions and anti-corruption. Employees are familiarized with the provisions of the Code of Conduct and the Group policies on an ongoing basis. To this end, HUGO BOSS runs face-to-face training sessions and has also set up a global e-learning program that all Group employees with access to a PC must complete on a regular basis. HUGO BOSS does not tolerate any willful misconduct or persistent infringements of the Code of Conduct. Employees can obtain support and advice on matters concerning legal conduct from their line managers or the internal Compliance department. As a supplementary reporting channel, HUGO BOSS has also established a Group-wide ombudsman system. Employees, suppliers and trading partners can notify an external ombudsman in confidence if there are any indications of fraud, infringements of antitrust law or breaches of compliance guidelines. If desired, it is also possible to do this anonymously. The ombudsman’s contact data can be found in the Sustainability section.

  • Capital market communication

    HUGO BOSS reports regularly, comprehensively and without delay on its business situation and material changes within the Group. The investor relations activities include regular dialog with institutional investors, financial analysts and private shareholders. When the annual and quarterly financial results are published, telephone conferences are held for financial analysts and institutional investors. The Group’s strategy and relevant developments are discussed in detail at an Investor Day, which is usually held each year. In addition to special information events at which the Company presents itself to private investors, the Annual Shareholders’ Meeting offers an opportunity to obtain information about the Company’s performance comprehensively, either in person or online. All key information, such as press releases, voting rights notifications, financial reports, the financial calendar, and presentations of roadshows and conferences, is published on the Company’s website.

Functions of Managing Board and Supervisory Board

The management structure at HUGO BOSS is primarily derived from the requirements of corporate law. As a German stock corporation, HUGO BOSS AG has a dual management and control structure. The Managing Board is responsible for the Group’s strategy and management. The Supervisory Board advises the Managing Board and monitors its management activities.

The Managing Board and Supervisory Board cooperate closely for the benefit of the Group. The common objective is to sustainably increase the enterprise value. The Managing Board regularly informs the Supervisory Board in a timely manner and in detail of issues of relevance for the Group concerning strategy, planning, business development, risk position, changes in the risk situation and compliance. Deviations from targets and budgets are explained to the Supervisory Board and its committees. The strategic alignment and further development of the Group are also discussed and coordinated with the Supervisory Board.

When making decisions and in performing their duties for HUGO BOSS, members of the Managing Board and Supervisory Board are not permitted to pursue their personal interests or grant other persons unjustified advantages. No conflicts of interest of members of the Managing Board or Supervisory Board were reported in fiscal year 2019. The offices held by the Managing Board and Supervisory Board members in statutory supervisory boards or comparable oversight committees of commercial organizations in Germany and other countries are listed in the notes to the consolidated financial statements on page 196. No member of the Managing Board sits on more than three supervisory boards of listed companies that are not members of the Group. The same applies to members of the Supervisory Board who sit on the managing boards of other listed companies.

  • Managing Board

    The Managing Board of HUGO BOSS AG comprises the Chief Executive Officer and the members with equal rights, whose duties cover specific corporate functions. It had three members at the end of fiscal year 2019.

    The HUGO BOSS Group is managed by the Managing Board of the parent company HUGO BOSS AG, in which all of the Group management functions are bundled. The Managing Board’s core duties include corporate strategy, corporate finance, risk management (including the establishment and monitoring of the risk management system), decisions on the collections, and management of the sales network. In addition, the Managing Board is responsible for preparing the annual, consolidated, and interim financial statements, and represents the Company to the media and the capital market.

    The bylaws of the Managing Board stipulate the internal rules of the Managing Board, in particular the allocation of duties to its members as well as the procedures to be followed for passing resolutions. The bylaws also define the disclosure and reporting duties as well as those matters requiring the approval of the Supervisory Board. The bylaws of the Managing Board are available here.

  • Diversity Concept of the Managing Board

    The Supervisory Board has regard to diversity (diversity concept for the Managing Board) in the composition of the Managing Board. Diversity in the Managing Board’s members serves to ensure the Company’s success over the long term. The Supervisory Board takes account of a number of aspects in the composition of the Managing Board, including the following:

    • Members of the Managing Board should have long-standing management experience.
    • Members of the Managing Board should have an international background (i.e. individuals who possess experience gained outside Germany due to current or past activities and/or who hold non-German citizenship).
    • As many different educational and professional backgrounds as possible should be represented in the Managing Board as a whole.
    • In addition to the legally required qualifications, the Managing Board as a whole should have members with knowledge of branding, supply chain matters and sales.
    • The Managing Board as a whole should have a balance of ages among its members in the interest of long-term succession planning.
    • The Supervisory Board is pursuing the target of having at least one woman sitting on the Managing Board by no later than December 31, 2021.

    Decisions on the specific make-up of the Managing Board shall be made by the Supervisory Board in the interest of the Company and having regard to all the circumstances of the individual case. Except for the target ratio of women on the Management Board, the aforementioned targets for filling the Managing Board were met or exceeded throughout the reporting period.

    Pursuant to Sec. 111 (5) AktG [“Aktiengesetz”: German Stock Corporation Act], the Supervisory Board of HUGO BOSS AG pursues the target of having at least one woman sitting on the Managing Board of the Company. This should be achieved by no later than December 31, 2021.

    The German Corporate Governance Code stipulates that the Managing Board must consider diversity when filling management positions in the Company and specifically that women must be adequately represented. The Managing Board is committed to this objective. It already monitors the diversity of the workforce and will continue to do so in future. HUGO BOSS, however, also continues to be committed to the core principle of hiring solely based on applicants’ qualifications, even if this might result in a decrease in the proportion of women employed. Pursuant to Sec. 76 (4) AktG, the Managing Board has set a target gender quota of at least 30% women in the first management level and 35% in the second management level below the Managing Board to be achieved by December 31, 2021. As of December 31, 2019, the share of women in the first management level was 25%, roughly the same as the prior year level (December 31, 2018: 26%). The target at the second management level was again clearly exceeded as at December 31, 2019, with a share of women of 48% (December 31, 2018: 46%)

  • Supervisory Board

    HUGO BOSS attaches great importance both to the skills and independence of the Supervisory Board members and to diversity in the composition of the Board. The members of the Supervisory Board of HUGO BOSS have the knowledge, skills, and professional experience required to duly perform their duties.

    In accordance with the recommendation in Sec. 5.4.1 Sentence 8 of the GCGC, the Supervisory Board at its meeting on December 7, 2017 decided on a Supervisory Board skills profile and set specific targets in terms of the Board’s composition. At least two members of the Supervisory Board should accordingly have an international background. In fiscal year 2019, the Supervisory Board had four members who were not German citizens. In addition, other Supervisory Board members who have German nationality have an international professional background. Furthermore, no member may be exposed to any conflicts of interest. No conflicts of interest of members of the Supervisory Board were reported in fiscal year 2019. None of the current members of the Supervisory Board have previously held a Managing Board position within the Company. There were also no advisory or other service agreements in place between members of the Supervisory Board and the Company in the reporting year. In addition, no member of the Supervisory Board should be older than 69 years on the date on which he or she is elected. The Supervisory Board has, on the other hand, not defined any maximum term of office for its members. HUGO BOSS believes that a predefined maximum period of office is not appropriate as it is keen to benefit from the experience of the long-standing members of the Supervisory Board.

    The Supervisory Board has also defined a specific target as regards the number of independent members of the Supervisory Board as defined in the German Corporate Governance Code. Of the twelve members of the Supervisory Board, including the six employee representatives, a total of at least nine members should be independent. In addition to the six employee representatives, the four shareholder representatives Kirsten Kistermann-Christophe, Michel Perraudin, Axel Salzmann and Hermann Waldemer are independent as defined in Sec. 5.4.1 Sentence 9 of the GCGC.

  • Diversity Concept of the Supervisory Board

    The following further targets for filling the Board, which will help to achieve overall diversity in the Supervisory Board (diversity concept for the Supervisory Board), were similarly adopted by the Supervisory Board:

    • The Supervisory Board should have at least two members with an international background (i.e. persons who possess experience gained outside Germany due to current or past activities and/ or hold non-German citizenship).
    • The Supervisory Board should have at least one member holding expertise in branding, supply chain and/or national or international sales matters.
    • The Supervisory Board should have at least two members who are currently or formerly managers of another company.
    • The Supervisory Board should have at least four members possessing extensive knowledge and experience of the Company itself.
    • Aside from the employee representatives, the Supervisory Board should have at least three members who are independent and two who have expertise in the areas of accounting or auditing.

    The targets for filling positions were reached or exceeded throughout the reporting period.

    The Supervisory Board currently includes three women. Until Ms. Lersmacher resigned as an employee representative with effect from July 31, 2016, the gender quota pursuant to Sec. 96 (2) AktG had been fulfilled in overall terms at HUGO BOSS, with a total of four women (including three employee representatives). In a resolution dated July 25, 2016, the employee representatives rejected aggregate fulfillment of this requirement, meaning that the 30% gender quota requirement must be met separately by the shareholder representatives and the employee representatives. The two female employee representatives fulfill the gender quota on the employee representatives’ side. As a result of the aforementioned decision, the gender quota for the shareholder representatives is no longer fulfilled, as only one woman has currently been elected. It must be ensured that the gender quota is fulfilled on the shareholder representatives’ side at the next election.

    The Supervisory Board has adopted bylaws which, among other things, govern its duties and responsibilities as well as the procedures for convening, preparing and chairing meetings and for passing resolutions. The bylaws of the Supervisory Board are available here.

Supervisory Board Committees

The Supervisory Board has created five committees on behalf of and representing the Supervisory Board as a whole, which fulfill duties assigned to them to the extent permitted by law, the Articles of Incorporation and/or bylaws:

  1. Audit Committee,
  2. Personnel Committee,
  3. Working Committee,
  4. Nomination Committee and
  5. Mediation Committee

To the extent legally permissible and insofar as they have been given corresponding authorizations, individual Committees make decisions instead of the Supervisory Board as a whole. Otherwise, they prepare decisions and topic areas for the Supervisory Board as a whole. The respective committee chairs report to the Supervisory Board in detail about the work of the committees at regular intervals.

 

  • Audit Committee

    The Audit Committee, which has equal representation, is composed of at least four members who are elected by the Supervisory Board. The total number of members of the Audit Committee is determined by the Supervisory Board and must always be even. In accordance with the German Corporate Governance Code, the Committee must have at least one independent member. The Audit Committee is responsible for monitoring the financial reporting process, the effectiveness of the systems of internal control, risk management and internal auditing, and the audit of the annual financial statements. It has the following main duties:

    • To perform a preliminary audit of the annual financial statements and the consolidated financial statements, the combined management report of HUGO BOSS AG and the Group and the profit appropriation proposal, to discuss the audit report with the external auditor and to prepare the Supervisory Board’s decision on the approval of the annual financial statements and the consolidated financial statements;
    • To examine the quarterly reports (interim reports and quarterly statements) and discuss them with the Managing Board;
    • To prepare the Supervisory Board’s proposal to the Annual Shareholders’ Meeting concerning the appointment of an external auditor and, in particular, to satisfy itself of the external auditor’s independence and to examine the additional services which are provided;
    • Following consultation with the Managing Board: To engage the external auditor and to sign the corresponding fee agreement for the audit of the Annual Financial Statements and the Consolidated Financial Statements on the basis of the resolution passed at the Annual Shareholders’ Meeting, including the determination of the key audit points and the auditor’s reporting duties towards the Supervisory Board;
    • To satisfy itself that the statutory provisions and internal company policies have been complied with (“compliance”).

    The Supervisory Board has satisfied itself of the independence of the members of the Audit Committee representing the shareholders and of the Chairman of the Audit Committee, Hermann Waldemer.

    In total, the Audit Committee met four times in fiscal year 2019. The main agenda of its meetings concerned the financial reporting of the Company and the Group with respect to the annual, half-yearly and quarterly financial statements, the audit of the annual and consolidated financial statements, ­monitoring of the risk management and internal control system, compliance matters and risk ­management. In addition, the Audit Committee requested the declaration of independence from the external auditor and satisfied itself of the auditor’s independence. In addition to defining the main aspects of the audit of the annual and consolidated financial statements for 2019 and mandating the external auditor, it approved non-audit services and placed a cap on the fees payable for such non-audit services. In addition, the results of the audit review of the combined non-financial statement were discussed in accordance with the Act to Strengthen Non-Financial Reporting by Companies in the Management and Group Management Reports (CSR Directive Implementation Act).

    Members of the Audit Committee (from May 2015 until May 2020):

    • Hermann Waldemer (Chairman)
    • Fridolin Klumpp
    • Michel Perraudin
    • Antonio Simina

    Members of the Audit Committee (since May 2020):

    • Robin Stalker (Chairman)
    • Hermann Waldemer
    • Gaetano Marzotto
    • Sinan Piskin
    • Antonio Simina
    • Martin Sambeth
  • Personnel Committee

    The Personnel Committee, which has equal representation, is made up of the Chairman of the Supervisory Board and three other members elected by the Supervisory Board from its own number. It makes decisions on the service contracts of the Managing Board members and other contractual matters (including those relating to former Managing Board members and their surviving dependents) not related to the compensation of Managing Board members. Decisions concerning the compensation of Managing Board members (including former Managing Board members and their surviving dependents) as well as regular deliberation on and the review of the compensation system are the responsibility of the full Supervisory Board. However, the Personnel Committee submits proposals in preparation for decisions on these matters. In addition, the Personnel Committee makes decisions in accordance with Sec. 114 AktG (Contracts with Supervisory Board Members) and Sec. 115 AktG (Loans to Supervisory Board Members) as well as matters requiring the Supervisory Board’s consent in connection with senior executives (including the granting of loans to senior executives within the meaning of Sec. 89 (2) AktG). To the extent permitted by law, it represents the Company in transactions with Managing Board members (including former Managing Board members and their surviving dependents).

    The Personnel Committee met nine times. It focused on the allocation of responsibilities for the business divisions, preparing the renewal of the Managing Board contracts, the target achievement for the prior fiscal year and preparing the target agreements for the Managing Board. In addition, the committee dealt with the termination of the Managing Board contract of Bernd Hake.

    Members of the Personnel Committee (from May 2015 until May 2020):

    • Michel Perraudin (Chairman)
    • Luca Marzotto
    • Sinan Piskin
    • Antonio Simina

    Members of the Personnel Committee (since May 2020):

    • Hermann Waldemer (Chairman)
    • Luca Marzotto
    • Christina Rosenberg
    • Sinan Piskin
    • Antonio Simina
    • Anita Kessel
  • Working Committee

    The Working Committee, which has equal representation, comprises the Chairman of the Supervisory Board and five other members whom the Supervisory Board elects from its own number. They assist and advise the Chairman of the Supervisory Board. In accordance with the statutory provisions, the Working Committee works closely with the Managing Board to prepare the meetings of the Supervisory Board. In particular, the Working Committee performs the monitoring duties between the meetings of the Supervisory Board. This does not prejudice the monitoring duties of the individual members of the Supervisory Board. The Working Committee makes decisions on transactions requiring consent in cases where the Supervisory Board has delegated its powers accordingly. To the extent permitted by law, the Working Committee may make decisions on urgent matters in lieu of the full Supervisory Board. In such cases, it must immediately notify the Supervisory Board in writing and report orally in detail at the next Supervisory Board meeting on the decision, the reasons for it and the need for the decision by the Working Committee.

    The Working Committee met five times in the year under review and dealt with current business development, compensation of the Supervisory Board, strategy, and preparations for the Annual Shareholders’ Meeting. In addition, the developments in the online business and customer relationship management, the organizational structure of the Group, the efficiency program as well as the restructuring of the BOSS Womenswear and Marketing departments were discussed. The Working Committee also discussed the Supervisory Board efficiency audit and the Corporate Governance Statement.

    Members of the Working Committee (from May 2015 until May 2020):

    • Michel Perraudin (Chairman)
    • Anita Kessel
    • Luca Marzotto
    • Sinan Piskin
    • Antonio Simina
    • Hermann Waldemer

    Members of the Working Committee (since May 2020):

    • Hermann Waldemer (Chairman)
    • Luca Marzotto
    • Iris Epple-Righi
    • Sinan Piskin
    • Katharina Herzog
    • Tanja Nitschke
  • Nomination Committee

    The Nomination Committee has two members who are elected by the representatives of the shareholders on the Supervisory Board from their own number; accordingly, it is made up solely of shareholder representatives in accordance with the requirements set out in Sec. 5.3.3 of the GCGC. It is required to identify suitable candidates for the election of shareholder representatives to the Supervisory Board and to put their names forward to the Supervisory Board as its proposed nominees for election at the Annual Shareholders’ Meeting.

    The Nomination Committee met six times in the past fiscal year to prepare for the new election of the Supervisory Board, which is coming up in 2020.

    Members of the Nomination Committee (from May 2015 until May 2020):

    • Gaetano Marzotto
    • Michel Perraudin

    Members of the Nomination Committee (since May 2020):

    • Hermann Waldemer
    • Gaetano Marzotto
  • Mediation Committee

    The Mediation Committee comprises the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board, one member elected by the employee representatives on the Supervisory Board and one elected by the equity holder representatives on the Supervisory Board, with a majority of the votes cast in both cases. Its sole purpose is to perform the duties referred to in Sec. 27 (3) and Sec. 31 (3) Sentence 1 MitbestG [“Mitbestimmungsgesetz”: German Co-Determination Act]. Accordingly, the Mediation Committee submits proposals for the appointment of members of the Managing Board in cases in which a prior proposal has failed to achieve the necessary statutory majority.

    The Mediation Committee did not convene in the last fiscal year.

    Members of the Mediation Committee (from May 2015 until May 2020):

    • Michel Perraudin (Chairman)
    • Tanja Silvana Nitschke
    • Gaetano Marzotto
    • Antonio Simina

    Members of the Mediation Committee (since May 2020):

    • Hermann Waldemer (Chairman)
    • Gaetaon Marzotto
    • Sinan Piskin
    • Anita Kessel

Further information

Declaration of Compliance

The Managing Board and Supervisory Board dealt with the fulfillment of the specifications of the German Corporate Governance Code (DCGK) at length in fiscal year 2018, and have provided a Declaration of Compliance as the result.

Strategy

Consistent proximity to the customer—this goal is at the heart of the corporate strategy. To be able to offer our customers the best service, HUGO BOSS is global, digital, agile and sustainable. These qualities result in the fields of action where we are further developing.

Compensation

Here, you can find information about the compensation of the Managing Board and Supervisory Board as published in the Annual Report of the prior fiscal year.

Risk Management

HUGO BOSS views the responsible handling of risks as an important part of good corporate governance. This enables risks to be detected and assessed at an early stage and risk positions to be controlled through corresponding measures.

Tax Strategy

HUGO BOSS management knows that paying taxes plays an important role in the global economic and social relationships of the company. In addition to compliance with tax regulations, adequate risk management is also obligatory.

Articles of Association & Bylaws

Here, you can download the Articles of Association and the Bylaws of the Managing and Supervisory Boards of HUGO BOSS AG as PDF files.