Corporate Governance Policy

Introductory Remarks

Corporate Governance is the generic term for the system of managing and overseeing a company, including its organization, its commercial principles and its internal and external control mechanisms

For Uniper SE, good corporate governance is a fundamental element of company management and is given high priority. Corporate governance serves as the basis for our decisions and stands for responsible and sustainable business success; it is guaranteed through the close and effective cooperation between the Management and Supervisory Boards acting for the benefit of the company. Through good corporate governance, we seek to foster confidence in the management and supervision of our company on the part of investors, financial markets, our business partners and employees as well as the general public. We seek to apply it throughout the company.

Uniper SE is a European corporation (Societas Europaea - SE). The corporate bodies are the Management Board, the Supervisory Board and the Annual General Meeting of Shareholders. The company has a two-tier administrative and supervisory system. The Management Board and the Supervisory Board work independently of one another. A Supervisory Board member cannot, in principle, also serve as a member of the company's Management Board.

German Corporate Governance Code

Corporate governance at Uniper SE follows the provisions of the German Corporate Governance Code. This outlines essential statutory regulations for the management and supervision of German listed companies and contains nationally and internationally recognized standards for proper and responsible corporate governance. This Code was approved by the "Government Commission on the German Corporate Governance Code" (convened in September 2001 by the Federal Minister of Justice), which was initially adopted on 26 February 2002 and since then generally been reviewed and modified as needed once a year in light of national and international developments in corporate governance principles.

Corporate Governance Report and Declaration on Corporate Management

The Management and Supervisory Boards should report annually on corporate governance (Corporate Governance Report) and should publish this report in connection with the so-called Declaration on Corporate Management.

You can find the Corporate Governance Report including the Declaration on Corporate Management here.

Statement of Compliance

The Management and Supervisory Boards of the listed company issue an annual statement indicating that the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice for consumer protection in the official section of the Federal Gazette has been and is being complied with, or which recommendations have not been or are not being applied, and provide explanations for non-implementation.

By-laws



Articles of Association (By-Laws)

Articles of Association

A current version of the Articles of Association Uniper SE (amended by AGM as of 8 June 2017) can be found here: