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Corporate Governance

Corporate Governance

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"It is important to me to share the actions that we took to address the governance topics brought up by institutional investors."
Prof. Hasso Plattner
Chairman of the SAP Supervisory Board

Read the letter from Prof. Plattner to shareholders
Hasso Plattner, Chairman of the Supervisory Board
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Overview

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SAP is an European Company (Societas Europaea, SE) which is a supranational legal form under European law for commercial enterprises within the territory of the European Union. SAP sees effective corporate governance as critical to achieving corporate goals and increasing the company's value. Naturally, openness about the company's corporate governance principles, practice, and structure is itself an important element in SAP's policy. Further information regarding the change of SAP’s legal form to a European Company is available here.
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SAP Leadership

Executive and Supervisory Boards

SAP SE's corporate governance structure separates management and supervisory functions into two distinct bodies:

General Meeting of Shareholders

The General Meeting of Shareholders is a meeting to which all of the Company's shareholders are invited. The Executive Board calls an Annual General Meeting of Shareholders at least once a year. The Annual General Meeting of Shareholders makes certain fundamental decisions concerning, for example, the appropriation of retained earnings, whether to formally accept the acts of the Executive Board and the Executive Board in the past year, and whom to appoint as the auditor. It elects shareholder members to the Supervisory Board, it can amend the Company's Articles of Incorporation, and it decides significant corporate actions.

Policies, Statutes, and Related Reports

At SAP, we believe that we have a responsibility to maintain shareholder, customer, and employee confidence in the Company's high standards of governance and accountability. This confidence is essential to everything we do in business and allows us to measure our level of success. 
Articles of Incorporation of SAP SE

The basic conditions framing SAP’s set-up in corporation law terms are contained in the Articles of Incorporation.

The articles must outline the company constitution and meet certain minimum statutory requirements. For example, SAP's Articles of Incorporation define our corporate purpose, the amount of capital stock, the share class, and the organization of our Executive Board and Supervisory Board.

A company's articles can also include additional provisions that exceed the minimum legal requirements, as long as these are not inconsistent with the law. SAP's Articles of Incorporation include such additional provisions.

Only the General Meeting of Shareholders can amend the content of the Articles of Incorporation, and any changes must be carried by a three-fourths majority of the votes cast.

Articles of Incorporation of SAP SE, version dated May 17, 2018 (PDF)

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Agreement on the Involvement of Employees in SAP SE

Due to its legal form as a Societas Europaea (SE), the German Co-Determination Act ("Mitbestimmungsgesetz") does not apply to SAP SE. The size and composition of the Supervisory Board is determined by general European SE regulations. These regulations have been implemented by the Articles of Incorporation and the Agreement on the Involvement of Employees in SAP SE, which was signed on March 10, 2014 with representatives of the European SAP employees.

Agreement on the Involvement of Employees in SAP SE dated March 10, 2014 (PDF)

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German Code of Corporate Governance

Another key document is the German Corporate Government Code, adopted on February 26, 2002 by a German Government Commission established for that purpose in September 2001. The aim of the Code is to reinforce confidence in the management and oversight of German corporations by spelling out clear rules of corporate governance that are transparent for German and international investors. The Government Commission reviews the Code and publishes a revised version once a year.

German Corporate Governance Code

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Declaration of Implementation Pursuant to the German Stock Corporation Act, Section 161

Every year, the Supervisory Board and the Executive Board make a declaration, as required by the German Stock Corporation Act, section 161, stating that SAP has implemented and will follow the Code or identifying any recommendations in the Code that we do not, or will not, follow.

As required by the German Stock Corporation Act, section 161, we publish a declaration every year that reports in detail on our implementation of the recommendations in the German Corporate Governance Code.

Since February 2018, the Declaration of Implementation does not contain any deviations from the recommendations of the GCGC.

Declaration of implementation of the German Corporate Governance Code of October 2018:


SAP's previous declarations of implementation of the Code:

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Code of Conduct for Employees

The Code of Business Conduct expresses the high standard of integrity that we require from our employees in conducting the Company’s business, in terms transparent to employees and other stakeholders.

SAP's Code of Business Conduct for Employees is a statement of the company's commitment to safeguarding our investors and customers against unfair competitive practices, corruption, or misleading statements. The code is binding for all employees and sets the standard for all dealings with customers, partners, competitors, and vendors.

International differences in culture, language, and legal and social systems make the adoption of a uniform code of business conduct across the entire SAP Group somewhat difficult. As a result, SAP has set forth a master code consisting of minimum standards. In turn, each company within the SAP Group must adopt a similar code that meets at least these minimum standards and may include additional or more stringent rules of conduct.

The following code of conduct is in place for SAP SE, parent company of the SAP Group. This SAP SE code is identical to the SAP Group master code.

Code of Business Conduct for Employees (PDF)

The Sarbanes-Oxley Act requires companies listed in the United States to declare whether they have a code of ethics that, at minimum, applies to certain levels of management. SAP's Code of Business Conduct for Employees meets the standards set by the Sarbanes-Oxley Act and the regulations pursuant to the act.

Questions?

To learn more about the code or to report potential violations, e-mail SAP at global-compliance-office@sap.com or call us at +1 877-587-8605 (toll free in the U.S.) or +49 6227 7 40022 (Germany). SAP prohibits all forms of bribery or corruption, including facilitation payments.

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Corporate Governance Statement and Corporate Governance Report

According to Sections 315d, 289f of the German Commercial Code and the recommendation of the German Corporate Governance Code in Section 3.10 SAP SE yearly publishes a Corporate Governance Statement and a Corporate Governance Report. Both documents are available here:

Corporate Governance Statement February 20, 2018

Corporate Governance Statement (PDF)

Corporate-Governance-Report 2017

The Corporate Governance Report 2017 is available here.

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Rules of Procedure SAP SE Executive Board

The Executive Board must manage the Company in accordance with the law, the Articles of Incorporation, and its Rules of Procedure.

Rules of Procedure Executive Board SAP SE, version dated September 2018 (PDF)

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Rules of Procedure Supervisory Board SAP SE

The Supervisory Board conducts its business in accordance with the provisions of the law, the Articles of Incorporation, and its Rules of Procedure.

Rules of Procedure Supervisory Board SAP SE, version dated May 21st, 2014 (PDF)

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Profile of Skills and Expertise for the Supervisory Board of SAP SE

The proper consultation with and supervision of the Executive Board requires specific knowledge, capabilities, and professional experience among the members of the Supervisory Board. To this end, the Supervisory Board of SAP SE adopted a profile of the skills and expertise that the full Supervisory Board must possess. It thus follows the recommendation in section 5.4.1 (2) of the German Corporate Governance Code.

Profile of Skills and Expertise for the Supervisory Board of SAP SE (PDF)

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