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SAP SE Corporate Governance

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Corporate Governance Structure

Corporate Governance Structure

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.

Letter from Hasso Plattner to Our Stakeholders

On April 20, 2020 SAP announced a leadership change in a press release. Prof. Plattner made a statement on the change in this release. The content of the Shareholder Letter dated March 5, 2020, represents the situation as of the date of publication and, in the spirit of transparency, has not been changed. Prof.
Plattner published an additional letter on May 19 regarding his participation in the virtual Annual General Meeting of Shareholders.

Policies & Statutes

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 20, 2020 (PDF)

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)

With regard to the expected withdrawal of the United Kingdom (UK) from the European Union ("Brexit"), a Supplementary Agreement to the Agreement on the Involvement of Employees in SAP SE was concluded on July 15, 2019.

Supplementary Agreement to the Agreement on the Involvement of Employees in SAP SE dated July 15, 2019 (PDF)

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

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.

Declaration of implementation of the German Corporate Governance Code of October 2020:

SAP's previous declarations of implementation of the Code:

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 ethicalbusiness@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.

Corporate Governance Statement Including Corporate Governance Report

According to Sections 315d, 289f of the German Commercial Code and the recommendations of the German Corporate Governance Code SAP SE published a Corporate Governance Statement which also includes the Corporate Governance Report.

Corporate Governance Statement Including Corporate Governance Report dated February 18, 2020 (PDF)

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 July 25, 2019 (PDF)

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 October 24, 2019 (PDF)

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