Disclosures on other corporate management practices
Beyond the statutory provisions, Fraport applies the following corporate management practices:
Ensuring the integrity of all employees worldwide is of great importance to Fraport. Compliance is a key prerequisite for the future viability of the company. In order to ensure compliance with the rules, guidelines are applied within the Fraport Group that employees must comply with.
The Code of Conduct for Employees that applies worldwide to the Fraport Group reflects the culture of values practiced at Fraport and stipulates the requirement to act responsibly and appropriately when dealing with the economic, legal, and moral challenges of everyday business. The Code of Conduct was completely overhauled in 2021 and the revised version was implemented within the Fraport Group in 2022.
There are several ways for employees and customers around the world to report potential compliance breaches securely and in confidence. The information received is carefully and conscientiously evaluated and examined. Compliance breaches are systematically penalized, and any grievances are remedied.
Fraport employees are regularly informed on the topic of compliance through various internal channels and undergo training courses. The Code of Conduct for Employees and other compliance guidelines in place at the Fraport Group are available to employees on the corresponding information platforms.
In its Supplier Code of Conduct, Fraport describes the requirements and principles for cooperation with contractors, suppliers, and service providers. The contractually agreed Supplier Code of Conduct obliges them to comply with the applicable national laws and the relevant internationally recognized standards, guidelines, and principles, as also stipulated in the Code of Conduct for Employees.
The Compliance Management System (CMS) at Fraport is a systematic tool for ensuring legal and compliant behavior within the Group. The objective of the CMS is to ensure corporate management based on values and with integrity that goes beyond the mere fulfillment of standards.
The CMS of Fraport AG is based on and starts with a rolling compliance risk analysis (CRA), which was last carried out in 2022 and the main areas of focus of which include the fight against corruption.
The compliance system in place within the Fraport Group must differentiate between central and local levels. Every member of the Executive Board of Fraport AG is also responsible for the organization of compliance within the Fraport Group. It has assigned the Head of the Legal Affairs and Compliance central unit, who also serves as Chief Compliance Officer, to develop, organize, and operate the CMS of Fraport AG. The Group companies are obliged to set up a local CMS in accordance with the minimum standards set out in the relevant Group guidelines. Responsibility for the individual CMS within the Group lies with the local management of the respective Group company. The central CMS organization is responsible for the Group’s requirements with regard to the minimum standards for the design of the local CMS and monitoring of compliance with those requirements. The finance and audit committee of the Supervisory Board is informed at least once per year of the status of the CMS within Fraport AG and the Group by the Executive Board.
Responsible corporate governance
Fraport is a community and partnership-oriented group. Fraport aims to remain competitive at all sites and in all operational units and thereby secure jobs with fair and just working conditions. Fraport offers good working conditions based on collective bargaining agreements, professional and personal development pathways, and a highly developed corporate ethic. Although the coronavirus pandemic once again forced the need for some short-time work schedules in 2022 in order to continue to keep the company profitable and competitive under changing market conditions, Fraport still aims to provide high job security for all employees. Holistic, integrated health and safety at the workplace is also an essential part of the overall corporate responsibility of Fraport, especially when facing the coronavirus pandemic. Comprehensive protective measures have been taken at both the Frankfurt site and the Group airports.
The Fraport Group is also committed to maintaining a sustainable, conserving, and preventive approach to natural resources and the environment. The Executive Board and Supervisory Board have dealt with the topic of sustainability to a particular extent over the past two years. The stated goal for Fraport AG and the Fraport Group is to be climate neutral by 2045 within scopes 1 (direct emissions) and 2 (indirect emissions). Ambitious milestones for CO2 reductions on the path towards climate neutrality by 2045 were agreed for both Fraport AG and the Fraport Group with a view to achieving this goal. In 2022, a “decarbonization master plan” was adopted to enable Fraport to meet its sustainability goals.
The Executive Board ensures that it takes account of sustainability-related goals in its resolutions concerning key corporate decisions. In addition to financial goals, the corporate strategy also includes ecological and social goals and reflects the basic understanding of Fraport of balanced corporate management. Using non-financial indicators, such as CO2 emissions, which are measured as at December 31 and June 30, and employee satisfaction, which is determined every two years, the company measures the degree of target achievement. Corporate planning includes projects and measures aimed at achieving the financial and sustainability-related goals, provided the decision has been made to implement these.
Lastly, Fraport AG is socially,and culturally involved by sponsoring associations and supporting volunteer activities.
Further corporate governance practices are publicly available on the Company's website at www.fraport.com.
Structure and functioning of the Executive Board and Supervisory Board
For Fraport, a responsible and transparent corporate governance and monitoring framework is the cornerstone for creating value and trust. In accordance with the statutory provisions, Fraport AG is subject to a “dual governance system,” which is achieved by the strict separation of personnel in the management and monitoring bodies (two-tier board). The Executive Board manages Fraport AG, and the Supervisory Board monitors the Executive Board. The members of the Executive Board and the Supervisory Board work closely together in the interests of the company.
The Executive Board of Fraport AG is comprised of the following five members: Dr. Stefan Schulte (Chair), Anke Giesen, Julia Kranenberg, Dr. Pierre Dominique Prümm, and Prof. Dr. Matthias Zieschang. With effect from November 1, 2022, Julia Kranenberg joined the Fraport AG Executive Board as Executive Director Labor Relations, taking over from the long-standing Executive Board member, Michael Müller, who left the Executive Board at the end of September 2022.
As the management body, the Executive Board conducts the business of the company. It is bound by the company’s interests and corporate sociopolitical principles within the framework of stock corporation law. In addition, its work is based on the rules of procedure, which have been approved by the Supervisory Board. The schedule of responsibilities for the Executive Board, which governs the allocation of responsibilities, is also attached to the rules of procedure as an annex.
On this basis, the Executive Board reports to the Supervisory Board on all relevant matters of business development, corporate strategy, and possible risks in a regular, timely, and comprehensive manner. In addition, the Executive Board must have the prior approval of the Supervisory Board for certain material matters, particularly for capital expenditure and equity investment measures above a value of €10 million, to the extent that this is not provided for in a business plan approved by the Supervisory Board. The length of the appointment of the Executive Board members is geared toward the long term and has thus far been five years as standard. Deviation from this standard, during its meeting held on June 21, 2021, the Supervisory Board extended the appointment of Prof. Dr. Zieschang as a member of the Executive Board for a further three years and ten months with effect from April 1, 2022 until January 31, 2026, and during its meeting held on March 14, 2022 it extended the appointment of Ms. Anke Giesen for a further three years with effect from January 1, 2023. The age limit for members of the Executive Board has, in principle, been set at 65. Remuneration of the Executive Board comprises fixed and performance-related components. The Remuneration Report for the 2022 fiscal year, the auditor’s report as per Section 162 of the AktG, and the applicable remuneration system for the Executive Board are published at www.fraport.com/publications.
The Executive Board usually meets every week and constitutes a quorum if at least half of its members participate in the meeting. Resolutions are adopted by a simple majority of all the participating members of the Executive Board. In the case of a tied vote, the chair holds the casting vote.
Further information on the members of the Executive Board as well as their memberships to be disclosed in accordance with Section 285(10) of the HGB and information on the respective areas of responsibility can be found in note 55 of the Group Notes as part of the 2022 Annual Report. CVs of the members of the Executive Board are available on the company’s website under Executive Board (fraport.com).
The Supervisory Board of Fraport AG supervises the activities of the Executive Board. It is composed of an equal number of shareholder and employee representatives and comprises in principle 20 members. The ten shareholder representatives are elected by the Annual General Meeting, and the ten employee representatives are elected by the employees in accordance with the German Co-Determination Act (MitbestG) for five years. The Supervisory Board has created rules of procedure, under which it has a quorum if – on the basis of a proper notice of meeting – at least half of its members participate in the voting in person or through submission of written votes. Resolutions are adopted with a simple majority unless otherwise mandated by law. In the event of a tied vote, the Chair of the Supervisory Board, who must be a shareholder representative, shall be entitled to a second vote. Beyond this, the rules of procedure provide for, in particular, the creation and powers of committees of the Supervisory Board.
The Supervisory Board generally meets four times per year (2022: six meetings, including one strategy meeting) and regularly reviews the efficiency of its activities and those of its committees. In 2022, the self-assessment was completed with external support from a consulting company and discussed in depth at the Supervisory Board meeting held on December 15, 2022. The discussions focused on the internal audit System and the risk management system, including the compliance management system, sustainability, and questions surrounding the composition and competence of the Supervisory Board, its meetings and management thereof, and its role and self-perception.
The Supervisory Board reviews its activities in the past fiscal year on an annual basis in the Supervisory Board report. The Supervisory Board report for the 2022 fiscal year can be found under “To Our Shareholders” in the 2022 Fraport Annual Report. The Remuneration Report for the 2022 fiscal year, the auditor’s report as per Section 162 of the AktG, the applicable remuneration system for the Executive Board, and the most recent remuneration resolution as per Section 113(3) of the AktG are published at www.fraport.com/publications.
At the time of publication of this joint statement on corporate governance, the Supervisory Board was composed as follows:
Composition of the Supervisory Board
Representatives of the shareholders
Representatives of the employees
Michael Boddenberg (Chair)
Mathias Venema (Vice Chair)
Dr. Bastian Bergerhoff
Dr. Margarete Haase
Dr. Ulrich Kipper
Prof. Dr.-Ing. Katja Windt
In the course of a legally binding challenge to the elections of employee representatives on the Supervisory Board, the elected members left the Supervisory Board on February 10, 2022. Until the resolution on the challenge became final, the persons whose election was contested remained full members of the Supervisory Board. By decision of February 16, 2022, the Register Court of the District Court (Amtsgericht) Frankfurt/Main ordered a judicial replacement appointment for the departed members of the Supervisory Board at the request of the Executive Board. In addition to co-determination considerations, the appeal and the judicial (replacement) appointment also took into account and complied with the requirements of stock corporation law for the proportion of women on a supervisory board. This also applies to the judicial appointment of Ms. Ines Born to succeed Mira Neumaier, who left the Supervisory Board in 2022, and the judicial appointment of Ms. Karin Knappe to succeed Claudia Amier, who left the Supervisory Board in 2022.
Mr. Qadeer Rana vacated his position from the Supervisory Board of Fraport AG on the occasion of the transfer of the majority shareholding in FraSec Aviation Security GmbH to the Dr. Sasse Group at the beginning of January 2023.
Further information on the members of the Supervisory Board as well as their memberships to be disclosed in accordance with Section 285(10) of the HGB can be found in note 56 of the Group Notes as part of the 2022 Fraport Annual Report. CVs of the members of the Supervisory Board are available on the company’s website under Supervisory Board & Economic Advisory (fraport.com).