Corporate Governance - SGL Carbon SE's Principles

SGL Carbon SE's Corporate Governance Principles combine the various relevant legal regulations, the Company's Articles of Incorporation as well as additional SGL practices that have been developed over the years. Their purpose is to guarantee transparent and responsible management and supervision of the Company and to promote the long-term confidence of our stakeholders, business partners and employees, as well as that of the general public. The Principles will continuously be amended as necessary in the future to reflect further developments in legislation, recommendations and actual practice. They can be broken down into the following core elements:

1. Declaration regarding the Corporate Governance Principles

Commitment of all members of the Board of Management and of the Supervisory Board including signature of the Principles.

2. Articles of Incorporation

The Articles of Incorporation represent the constitution of our Company, comprising provisions on the share capital, the authorization to increase the share capital in accordance with the General Meeting’s resolutions the principle rights and duties of the Executive Committee and the Supervisory Board as well as the General Meeting, and fundamental rules for the annual financial statements.

The Articles of Incorporation also determine the catalogue of decisions subject to the approval by the Supervisory Board as well as the compensation of the members of the Supervisory Board.

3. Internal bylaws governing the Executive Committee

These cover the allocation of responsibilities and cooperation within the Executive Committee as well as the Company's organizational principles. Key sections deal with the duties to supply information and make disclosures relating to quarterly and annual financial statements, regular financial reporting, rules for conflicts of interest and own-account transactions, the duty of the Executive Committee to supply information to the Supervisory Board, as well as remuneration guidelines.

4. Internal bylaws governing the Supervisory Board

These cover, in particular, the responsibilities and duties of the Supervisory Board. Key sections describe the procedures to be followed in the case of measures requiring approval according to the Articles of Incorporation, the adoption of further resolutions, conflicts of interest and own-account transactions, as well as attendance at and the chairing of Supervisory Board meetings. The principles also specifically include criteria for the selection of Supervisory Board members in terms of expertise, international outlook, time availability, previous Executive Committee membership and the number of Supervisory Board positions held with non-Group companies.

The Supervisory Board has a Personnel Committee, a Nomination Committee, an Audit Committee, a Strategy-/Technology Committee as well as a Governance and Ethics Committee. The Committees' tasks and how they work together with the Supervisory Board as a whole are defined.

5. Organization

Company structure, organizational principles and division of responsibilities between the Board of Management and the operating units.

6. Company guidelines

SGL Group has issued the following key guidelines, principles and codes that are integral parts of its Corporate Governance Principles:

Code of Business Conduct and Ethics

Principles for correct and ethical behaviour in dealing with employees, customers, investors, other stakeholders and the public as governing frame of all individual Company Guidelines.

Guideline for Compliance with Capital Market Laws

These guidelines aim to ensure that the company and its personnel comply with the provisions of capital markets laws and regulations. They describe the provisions for dealing with insider information in order to prevent criminal offences, and they comprise capital market provisions for transactions in SGL insider securities executed by persons with executive functions within SGL or others who have a close relationship with such persons (Directors’ Dealings).

Global Anti-Trust Compliance Policy

These guidelines contain an explanation of the legal position and binding rules of conduct for SGL Group’s Executive Committee, Supervisory Board and employees, which are communicated in special introductory and regular refresher training courses.

Corporate Security Policy

A system of measures and globally applicable principles designed to protect employees, plants, and proprietary information and to guarantee a climate that meets all legal, personnel and environmental obligations.