Corporate Governance

The term Corporate Governance defines the system of a company's management and supervision including the general framework, structures, processes and applicable best practice standards.

The material statutory regulations and – furthermore – recommendations for good and responsible management and supervision of listed companies are stipulated in the German Corporate Governance Code.

The Management Board and the Supervisory Board of METRO AG annually declare their compliance with the recommendations of the German Corporate Governance Code. In addition they report on METRO GROUP's corporate governance in each annual report. Further information on the Corporate Governance are also included in the annual Statement on corporate management according to Section 289a German Commercial Code (HGB).

Corporate Governance Report 2014/15, PDF 0.09 MBStatement on corporate management, PDF 0.05 MB

Articles of Association 

Version: Resolution of the General Meeting of 19 February 2016

Articles of Association of METRO AG, PDF 0.03 MB

Declaration of Compliance

Declaration of Compliance of the Management Board and the Supervisory Board of METRO AG in respect to the recommendations of the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation (Aktiengesetz, AktG)

The Management Board and the Supervisory Board of METRO AG declare

that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the Federal Gazette in its version of 13 May 2013 and 24 June 2014 have been complied with, with one exception during the last 12 months and, in particular, since the issue of the last declaration of compliance in December 2014:

As already reported in the last declaration of compliance, on 10 December 2014 the Supervisory Board of METRO AG examined the variable components of the former remuneration system for the Management Board and as a result decided on an amendment. This amendment became effective as of the start of the business year 2014/15 (1 October 2014 to 30 September 2015) and the employment contracts of the members of the Management Board of METRO AG have been amended accordingly.

This introduction of a new remuneration system in the course of the business year caused a deviation from the recommendation in clause 4.2.3 sec. 2, sentence 8 of the German Corporate Governance Code. This recommendation excludes a subsequent amendment of the performance objectives or the comparison parameters with regard to the variable parts of the remuneration of the Management Board. Due to the conversion of the employment contracts of the members of the Management Board to the new remuneration system decided on 10 December 2014 the performance objectives and comparison parameters as defined in the old system were no longer applicable for the business year 2014/15.

The Management Board and Supervisory Board intend to comply with the recommendations of the Government Commission in its version of 5 May 2015 without exception in the future.

Düsseldorf, 30 September 2015

Declaration of Compliance 2014

For the Management Board

Olaf Koch
Chairman of the Management Board

For the Supervisory Board

Franz M. Haniel
Chairman of the Supervisory Board

Links about Corporate Governance