Corporate governance at Fielmann stands for responsible corporate management and control geared toward long-term value creation. Transparent leadership strengthens the trust of customers, employees and investors in the work of the company and its governing bodies. In this context, efficient cooperation between the Management Board and the Supervisory Board, respect for shareholder interests, sustainability, and openness in corporate communications are the principles that guide our actions.
The Management Board and Supervisory Board have pledged to ensure the continued viability of the company and sustainable value creation through responsible corporate governance over the long term.
The cooperation between the Management Board and the Supervisory Board is governed by mutual respect and appreciation. A constant exchange of opinions forms the basis for this successful relationship built on trust.
With regard to content and topics addressed in the context of this cooperation, we refer to the Supervisory Board report for the 2025 financial year, which is published in the Annual Report.
The Notes to this declaration also contain details on the composition of the Supervisory Board’s committees, as well as the names of the various chairs.
The Supervisory Board is composed of seven women (four representing the shareholders and three representing the employees) and nine men (four representing the shareholders and five representing the employees). The minimum ratio as per section 96 (2) of the German Stock Corporation Act (AktG) of 30% was thus fulfilled in the reporting period.
The Supervisory Board members contribute differing yet complementary forms of experience, not least due to the fact that several members work in international companies. Furthermore, the diverse age structure of the members is to the Supervisory Board’s benefit. An age limit of 80 years has been set for members of the Supervisory Board. Therefore, Supervisory Board members should not hold office beyond the end of the Annual General Meeting that takes place after they have reached the age of 80, unless there are specific reasons for them to do so.
According to the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is two – partly in consideration of the shareholder structure.
With the exception of Mr. Zeiss, the shareholder representatives on the Supervisory Board regard all shareholder representatives as being independent of the company, the Management Board and the controlling shareholder. This also applies to the Chair of the Supervisory Board, Prof. Binz, as well as to Supervisory Board members Ms. Ostermann and Mr. Righi, despite their having been members of the Supervisory Board for over twelve years. This length of time is just one of several indicators set out in recommendation C.7 of the German Corporate Governance Code (GCGC), which in and of itself does not limit the otherwise existing independence of those Supervisory Board members as per the assessment of the shareholder representatives on the Supervisory Board, particularly as they have no material personal or business relationships with the company or its Management Board that may cause a substantial – and not merely temporary – conflict of interest, aside from their positions on the Supervisory Board.
We view the continuity in the composition of the Supervisory Board as an advantage when it comes to putting into context and evaluating specific company interests. The composition of the Supervisory Board therefore supports the company’s long-term strategy.
The skills profiles of the Supervisory Board members are presented below. Based on the targets for its composition, the Supervisory Board of Fielmann Group AG has prepared the following overview of its skills and qualifications (skills matrix).
For the full view, please use the scrollbar at the end of the table.
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| Prof. Dr. Mark K. Binz1 | Georg Alexander Zeiss | Christian Haub | Carolina Müller-Möhl | Marie-Christine Ostermann | Pier Paolo Righi | Sarna Marie Elisabeth Röser | Lara Kufferath | Ralf Greve2 | Heiko Diekhöner | Frank Schreckenberg | Jana Furcht | Jonas Appelhans | Frank Schmiedecke | Kirsten Jöhnk | Sandra Scheidweiler |
Tenure | member since | 1994 | 2024 | 2025 | 2015 | 2010 | 2008 | 2020 | 2025 | 2010 | 2015 | 2016 | 2010 | 2025 | 2020 | 2025 | 2025 |
shareholder representative | X | X | X | X | X | X | X | X |
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employee representative |
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| X | X | X | X | X | X | X | X | |
| committee membership | AC/PC/NC/MC | AC/PC | - | MC | NC | NC | PC | - | AC/PC/MC | MC | - | PC | - | PC | - | - |
Personal suitability | independence* | X |
| X | X | X | X | X | X |
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Diversity | year of birth | 1949 | 1961 | 1964 | 1968 | 1978 | 1967 | 1987 | 1989 | 1962 | 1960 | 1975 | 1971 | 1987 | 1972 | 1966 | 1989 |
gender | male | male | male | female | female | male | female | female | male | male | male | female | male | male | female | female | |
nationality | german | german | german | swiss | german | german | german | german | german | german | german | german | german | german | german | german | |
international professional experience | yes | yes | yes | yes | yes | yes | yes | yes | yes | yes | no | no | yes | no | no | no | |
Professional qualification** | understanding of the business model | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | 3 | 3 | 2 | 3 | 3 | 3 | 2 | 3 |
understanding of strategy | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | 3 | 3 | 2 | 2 | 2 | 2 | 2 | |
experience in auditing | 3 | 3 | 3 | 2 | 3 | 3 | 2 | 2 | 2 | 1 | 2 | 1 | 1 | 2 | 1 | 1 | |
knowledge of accounting | 3 | 3 | 3 | 2 | 3 | 3 | 2 | 2 | 2 | 1 | 2 | 1 | 1 | 1 | 1 | 2 | |
expertise in digitalization | 2 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 1 | 2 | 1 | 2 | 2 | 3 | 2 | 2 | |
reorganization and transformation | 2 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | 3 | 1 | 1 | 3 | 3 | 3 | |
corporate governance / compliance | 3 | 3 | 3 | 2 | 3 | 3 | 2 | 2 | 3 | 2 | 2 | 2 | 1 | 2 | 2 | 3 | |
sustainability | 2 | 3 | 3 | 2 | 2 | 3 | 3 | 3 | 2 | 2 | 1 | 2 | 1 | 2 | 2 | 3 |
* Within the meaning of the German Corporate Governance Code (DCGK)
** Self-assessment: 1 = no/little knowledge; 2 = general knowledge; 3 = in-depth knowledge acquired through professional experience
1 Chairman of the Supervisory Board, simultaneously Chairman of the Audit Committee, Nomination Committee and Mediation Committee
2 Deputy Chairman of the Supervisory Board
AC = Audit Committee; PC = Personnel Commitee; NC = Nomination Committee; MC = Mediation Committee
The Audit Committee meets the statutory provisions of sections 107 (4) sentence 3 and 100 (5) of the AktG. The Chair of the Supervisory Board, Prof. Binz, and Mr. Zeiss – both of whom are also members of the Audit Committee – have expertise, specialist knowledge and experience in the field of accounting, including the application of accounting principles and internal control and risk management systems, as well as in the field of auditing.
Prof. Binz has worked as a business lawyer for many years, is an Honorary Professor at Heilbronn University of Applied Sciences and brings more than thirty years of experience as a certified specialist in tax law. In his professional career, Prof. Binz has advised a wide variety of large family businesses and their shareholders, has been a member of more than 20 corporate supervisory bodies, among them several listed companies (including as supervisory board chair), and, in this capacity, has dealt with accounting and auditing matters on an ongoing basis.
Mr. Zeiss has decades of experience in accounting for national and international companies, not least from his many years of responsibility for finance and as CFO of Fielmann Group AG. In this context, Mr. Zeiss was involved throughout the financial year in issues related to the audit of financial statements.
When appointing Management Board members, the Supervisory Board always makes its decisions based on the best qualifications and suitability for the benefit of the company. The Supervisory Board does not currently deem it necessary to introduce any formal diversity policy extending beyond these considerations, as the composition of the committee achieves the intended range of skills, experience, and age structures.
The membership rule stipulated in section 76 (3a) of the AktG applies to the company, according to which at least one woman and at least one man must be appointed to the Management Board. This numerical stipulation was met in the reporting period, with four male members of the Management Board and one female member.
An age limit of 70 years has been set for members of the Management Board. Therefore, the last appointment of members of the Board of Management shall end no later than upon their reaching the age of 70, unless there are special reasons for extending it.
The Supervisory Board’s Personnel Committee deals with succession planning as part of its activities; this is also discussed with the Management Board by the Chair of the Supervisory Board. In this way, the Supervisory Board jointly with the Management Board ensures long-term succession planning.
The Supervisory Board conducts regular self-assessments to ensure it is performing its duties effectively. These assessments are carried out on the basis of a questionnaire drawn up by the Supervisory Board and the matter is discussed in the plenary sessions.
During the reporting year, the General Meeting endorsed a new remuneration system for the members of the Management Board and the Supervisory Board.
The General Meeting also approved the remuneration report for the 2024 financial year. The resolutions passed at the 2025 General Meeting are publicly available online at https://www.fielmann-group.com/en/investor-relations/, as are the 2025 Remuneration Report along with the Auditor’s Report as per section 162 of the AktG.
Fielmann is a modern company. The percentage of women working for us in Germany is over 70%, while the proportion of women in the top three management levels below the Management Board exceeds 30%.
The target figure for the proportion of women in the top two management levels below the Management Board stipulated as per section 76 (4) of the AktG and to be achieved by June 30, 2027, is 30%.
We aim to retain our skilled and committed women in management positions over the long term and, where possible, develop further high-performing women as managers internally, and to recruit them externally, always considering individual capabilities and complying with applicable legal requirements.
The principles of customer focus ensure long-term business value. Customer focus is also reflected in the company’s organization.
Fielmann respects law and order, both nationally and internationally. We expect the same of our employees and our business partners.
Accordingly, the Management Board and Supervisory Board of Fielmann Group AG declare pursuant to Section 161 of the AktG:
Declaration of compliance with the German Corporate Governance Code
In the financial year under review, Fielmann Group AG complied with the recommendations of the Government Commission on the German Corporate Governance Code and shall continue to comply with it in future, provided nothing to the contrary is declared hereafter:
(C.15 GCGC)
In order not to delay the course of the Annual General Meeting, Fielmann Group AG has to date refrained from holding individual votes in its elections to the Supervisory Board, unless mandatory statutory provisions or the nature of the matter in question dictate another procedure. The company intends to change this practice at the next elections to the Supervisory Board and to conduct individual votes in accordance with Recommendation C.15 of the GCGC.
(F.2 GCGC)
Contrary to Recommendation F.2, the audited consolidated accounts and the audited annual financial statements of Fielmann Group AG will not be published within 90 days of the end of the financial year. The half-year financial report will not be published with 45 days of the end of the relevant half of the year. Instead, Fielmann will publish these documents within the statutory deadlines or those set by the stock exchange, as applicable.
Hamburg, April 2026
On behalf of the Management Board
Signed by Marc Fielmann, Chairman of the Management Board
On behalf of the Supervisory Board
Signed by Prof. Dr. Mark K. Binz, Chairman of the Supervisory Board