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SAP SE Corporate Governance

SAP SE Corporate Governance

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.

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.

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 Shareholders

March 16, 2022

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Policies & Statutes

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.

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.

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.

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.

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 2022:

SAP's previous declarations of implementation of the Code:

We are committed to the highest standards of Ethical Business and expect the same from our ecosystem. Our Code is a cornerstone for this commitment: it guides all SAP employees in fulfilling our purpose and promise with integrity.  

Every year, the Executive Board and the Supervisory Board of SAP SE publish a Corporate Governance Statement according to Sections 315d, 289f of the German Commercial Code and the recommendations of the German Corporate Governance Code. It is available here:

Current Corporate Governance Statement of February 21, 2023

SAP’s previous Corporate Governance Statements

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

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

The SAP Supervisory Board introduced the role of the Lead Independent Director (LID) in May 2022. Dr. Friederike Rotsch has been appointed to this role. The LID is a member of the Supervisory Board who fulfills the strict independence criteria of investors and proxy advisors, acts as an independent contact for investors concerning Corporate Governance topics, and has clearly defined rights and responsibilities within the Supervisory Board.

This compensation report describes the two compensation systems, outlines the criteria that apply to the compensation for the year 2022, and discloses the amount of compensation. The compensation report meets the requirements of section 162 of the German Stock Corporation Act (AktG).

 

The current compensation systems for the Executive Board and the Supervisory Board of SAP SE, as approved by the General Meeting of Shareholders of SAP SE, are available here:

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