The Executive Board and the Supervisory Board of JOST Werke SE declare that the recommendations of the "German Corporate Governance Code" (GCGC) in the version dated June 27, 2022, have been complied with since the declaration of conformity issued on December 1, 2022, with the following exceptions, and will be complied with in the future:

• Recommendation A.3: A deviation is declared from the recommendation that the internal control system should also cover sustainability-related targets, unless already required by law. To ensure the quality of the non-financial data, the company has the sustainability report audited by an external auditor.
   
• Recommendation B.1: As a precautionary measure, a deviation from the recommendation regarding the composition of the board of directors is declared. The Supervisory Board pays attention to diversity when selecting members of the Board of Executive and has passed a quota of 25% female members for the Executive Board. At the same time, the Supervisory Board is of the opinion that the decisive factor for an appointment to the Executive Board should always be the personal and professional qualifications of the candidates.
   
• Recommendation G.3: The Supervisory Board shall assess whether the renumeration of Executive Board members is appropriate based on an external comparison with the remuneration of members of executive boards of comparable companies. The Supervisory Board made a deliberate decision not to define a fixed and static peer group, as the Supervisory Board is of the opinion that making such a link with a specifically defined peer group may lead to inappropriate outcomes.
   
• Recommendation G.4: When assessing whether the remuneration is appropriate, the Supervisory Board shall take account of the circumstances within the company itself. The Supervisory Board made a deliberate decision not to define a fixed group of senior managers, as the Supervisory Board is of the opinion that such a definition would not be appropriate in view of the heterogeneity of the remuneration structure within the company as a whole and internal remuneration practices within the company.
   
• Recommendation G.8: The Supervisory Board may make a positive or negative adjustment to all variable remuneration components if it is of the opinion that the respective variable remuneration components calculated do not appropriately reflect the company’s business performance, the achievement of its strategic objectives and/or the Executive Board member’s contribution thereto, owing to extraordinary developments. The Supervisory Board has decided not to exclude the possibility of making retroactive adjustments to target values or comparison parameters, as such an exclusion may lead to inappropriate outcomes. The cap on the total bonus for each Executive Board member in terms of both the amount granted and the amount paid each year ("caps"), as stipulated in the remuneration system, is complied with in all cases.
   
• Recommendation G.11 sentence 2: According to the remuneration system, the Supervisory Board can stipulate in the Executive Board members’ employment contracts that variable remuneration components may be retained or reclaimed in narrowly defined cases (compliance clawback; performance clawback). The existing employment contracts of Executive Board members Joachim Dürr, Oliver Gantzert and Dirk Hanenberg currently do not include such a possibility. 

Neu-Isenburg, December 7, 2023

JOST Werke SE

Documents and archive

Declaration of Compliance of JOST Werke SE as of 7 December 2023
Declaration of Compliance of JOST Werke AG as of 1 December 2022
Declaration of Compliance of JOST Werke AG as of 2 December 2021
Declaration of Compliance of JOST Werke AG as of 18 March 2021
Declaration of Compliance of JOST Werke AG as of 2 December 2020
Declaration of Compliance of JOST Werke AG as of 3 December 2019
Declaration of Compliance of JOST Werke AG as of 4 December 2018
Declaration of Compliance of JOST Werke AG as of 4 December 2017

The Supervisory Board resolved a new remuneration system for the Executive Board in the 2021 fiscal year pursuant to Sections 87 (1), 87a (1) AktG, following the preparation of the proposed remuneration system by the Executive and Nomination Committee. The remuneration system was approved by the Annual General Meeting on May 6, 2021.

Remuneration System for the Executive Board

The remuneration system of the Supervisory Board, which is governed by Article 15 of the Articles of Association, was confirmed and approved without changes by the General Meeting on May 6, 2021.

Remuneration System for the Supervisory Board

Remuneration Report for the 2023 fiscal year

Remuneration Report for the 2022 fiscal year

Remuneration Report for the 2021 fiscal year

Rules of Procedure of the Supervisory Baord of JOST Werke SE (PDF-Download)