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Declaration of Compliance

Fresenius Medical Care Declaration of Compliance

Our business activities are based on responsible management with a focus on integrity, sound corporate governance and adherence to compliance principles.

The German Corporate Governance Code includes key recommendations for the management and supervision of companies listed on a German stock exchange with the aim of making the rules for managing and supervising companies in Germany more transparent for investors. The Code is also intended to enhance the trust of the public as well as that of employees and customers in the management and supervision of listed stock corporations.

Fresenius Medical Care endorses the principles set forth in the German Corporate Governance Code. The majority of the guidelines, recommendations and suggestions in the Code have been an integral and active part of our day-to-day operations since the founding of the Company.

Declaration of Compliance

- Convenience Translation -

Declaration by the Management Board of the general partner of Fresenius Medical Care AG & Co. KGaA, Fresenius Medical Care Management AG, and by the Supervisory Board of Fresenius Medical Care AG & Co. KGaA on the German Corporate Governance Code pursuant to Section 161 German Stock Corporation Act (Aktiengesetz) 

The Management Board of Fresenius Medical Care Management AG (hereafter: the Management Board), as the general partner of Fresenius Medical Care AG & Co. KGaA, and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA declare that since issuance of the declaration of compliance in December 2020 and, respectively, the update of the declaration of compliance in February 2021 the recommendations of the “German Corporate Governance Code Government Commission” published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette in the version of December 16, 2019 (hereafter: the Code) have been complied with and will be complied with in the future. Only the following recommendations of the Code have not been complied with or will not be complied with to the extent described below:

Code recommendation C.10:
Independence of the Chairman of the Supervisory Board 

Pursuant to the Code recommendation C.10, the Chairman of the Supervisory Board shall be independent of the Company and the Management Board. 

As a precautionary measure, a deviation from this recommendation was and is declared with regard to the term of office of the Chairman of the Supervisory Board, Dr. Dieter Schenk, on the Supervisory Board of the Company. Whether Dr. Schenk in view of his term of office on the Supervisory Board of the Company of more than 12 years is to be regarded as independent of the Company and the Management Board within the meaning of the Code did not need to be considered, because the number of those Supervisory Board members who have been members of the Supervisory Board for no more than 12 years and are otherwise to be qualified as independent already complies with the Code recommendation C.7, pursuant to which more than half of the shareholder representatives shall be independent of the Company and the Management Board.

In all other respects, the Code recommendation C.10 has been and will be complied with. The Chairman of the Audit Committee has been and is independent within the meaning of this recommendation.

Code recommendation G.8:
No subsequent changes to the target values or comparison parameters 

Pursuant to the Code recommendation G.8, subsequent changes to the target values or comparison parameters of the variable compensation of the members of the Management Board shall be excluded. This recommendation was deviated from in the manner described below.

For the 2020 fiscal year, an impairment of goodwill and tradenames in the Latin America segment has materialized with an impact of almost EUR 195 million as a consequence of the macro-economic downturn and increasing risk adjustment rates for several countries in Latin America. In particular to ensure the comparability of the underlying financial figures of the performance targets with the Company's operating performance and to adequately recognize the actual performance of the members of the Management Board, the Supervisory Board of the general partner – in accordance with the Code recommendation G.11, pursuant to which the Supervisory Board shall have the possibility to account for extraordinary developments to an appropriate extent – has decided to exclude the impairment in the Latin America segment in question, which solely relates to the carrying amounts, when determining the relevant target achievement. 

Bad Homburg v.d. Höhe, December 2021 

Management Board of the general partner of Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care Management AG, and
Supervisory Board of Fresenius Medical Care AG & Co. KGaA

Update of the Declaration by the Management Board of the general partner of
Fresenius Medical Care AG & Co. KGaA, Fresenius Medical Care Management AG,
and by the Supervisory Board of Fresenius Medical Care AG & Co. KGaA on the German Corporate Governance Code pursuant to Section 161 German Stock Corporation Act (Aktiengesetz) dated December 2021

The Management Board of Fresenius Medical Care Management AG (hereafter: the Management Board), as the general partner of Fresenius Medical Care AG & Co. KGaA (hereafter: the Company), and the Supervisory Board of the Company last issued a declaration of compliance on the recommendations of the German Corporate Governance Code (hereafter: the Code) pursuant to Section 161 of the German Stock Corporation Act in December 2021. This declaration is updated as follows:

Code recommendation G.12:
Continuation of agreed due dates and holding periods for variable compensation components in the event of termination of the Management Board service agreement

Pursuant to the Code recommendation G.12, if a Management Board member’s service agreement is terminated, the disbursement of any remaining variable remuneration components attributable to the period up until termination of the service agreement shall be based on the originally agreed targets and comparison parameters, and on the due dates or holding periods stipulated in the service agreement. A deviation from this recommendation is declared.

As announced in December 2021, the transformation program “FME25” also leads to changes in the composition of the Management Board. The Supervisory Board of the general partner has agreed with Mr. Harry de Wit, who has resigned from the Management Board in the course of the implementation of the “FME25” program, that in deviation of the applicable plan terms the performance shares awarded to him under the long-term variable compensation in fiscal year 2021 will vest if any service relationship between Mr. de Wit and Fresenius Medical Care has definitively ended at December 31, 2023, Mr. de Wit has not been dismissed and has not and will not engage in any other service or employment relationship. Under these conditions, Mr. de Wit will in deviation of the applicable plan terms also not be required to invest the corresponding proceeds from the performance shares in shares of the Company. This agreement serves to avoid the forfeiture of the performance shares awarded to Mr. de Wit in 2021 and is in the opinion of the Supervisory Board appropriate in order to avoid undue hardship in the course of the implementation of FME25. The vesting dates and holding periods for all other variable compensation components of Mr. de Wit remain unaffected by the early termination of his Management Board service agreement in line with the Code recommendation G.12.

In all other respects, the declaration of compliance of December 2021 remains unaffected.

Bad Homburg v.d. Höhe, January 2022

Management Board of the general partner of Fresenius Medical Care AG & Co. KGaA,
Fresenius Medical Care Management AG, and
Supervisory Board of Fresenius Medical Care AG & Co. KGaA

Declaration of Compliance December 2021
Update of the Declaration of Compliance January 2022
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Creating a future worth living. For patients. Worldwide. Every day. This is our vision that unites all of us at Fresenius Medical Care.