The Board of Management and the Supervisory Board worked together in a trusting manner in the year under review in the best interests of the company. They jointly discussed Strategy 2030 from an early stage. The Board of Management kept the Supervisory Board updated on further developments in the strategy and tabled these for discussion in the Supervisory Board. The Board of Management also involved the Supervisory Board in all other decisions of significance for the company in time and consulted with it via the committees.
Attendance at plenary and committee meetings
Five of the six plenary meetings and 17 of the 23 committee meetings in the 2024 fiscal year took place in person, with individual members joining virtually depending on the situation. The overall attendance rate was 98%.
ATTENDANCE AT PLENARY AND COMMITTEE MEETINGS 2024
Supervisory Board meetings
Committee meetings
Supervisory Board members
Attendance/
meetings
Attendance
%
Attendance/
meetings
Attendance
%
Dr. Nikolaus von Bomhard (Chair)
6/6
100
15/15
100
Andrea Kocsis (Deputy Chair)
6/6
100
14/14
100
Prof. Dr. Dr. Dr. h.c. Ann-Kristin Achleitner (since May 3, 2024)
5/5
100
7/7
100
Silke Busch
6/6
100
–
–
Dr. Mario Daberkow
6/6
100
–
–
Ingrid Deltenre
6/6
100
9/9
100
Jörg von Dosky
6/6
100
8/8
100
Dr. Hans-Ulrich Engel (since May 3, 2024)
5/5
100
7/7
100
Thomas Held
6/6
100
10/10
100
Dr. Heinrich Hiesinger
6/6
100
6/6
100
Prof. Dr. Luise Hölscher
6/6
100
11/13
85
Mario Jacubasch
6/6
100
4/4
100
Thorsten Kühn
6/6
100
4/4
100
Ulrike Lennartz-Pipenbacher
6/6
100
–
–
Simone Menne (until May 3, 2024)
1/1
100
1/1
100
Yusuf Özdemir
6/6
100
7/8
88
Lawrence Rosen
6/6
100
8/8
100
Dr. Stefan Schulte (until May 3, 2024)
1/1
100
1/1
100
Dr. Katrin Suder
6/6
100
–
–
Stephan Teuscher
5/6
83
12/14
86
Stefanie Weckesser
6/6
100
8/8
100
Stefan B. Wintels
6/6
100
6/6
100
One extraordinary plenary meeting, two extraordinary meetings of the Strategy and Sustainability Committee, one extraordinary meeting of the Finance and Audit Committee and the meetings of the Finance and Audit Committee to discuss the financial figures ahead of the quarterly reporting took place as videoconferences. Almost all plenary and committee meetings saw full attendance by the Supervisory Board members. Attendance at plenary and committee meetings during the fiscal year is shown individually in the table. Meetings of the Supervisory Board were held regularly without the Board of Management members, for example on matters regarding the Board of Management and to review the efficiency of the Supervisory Board’s work. The Finance and Audit Committee held discussions with the auditors on individual matters related to the auditors’ work, including without the Board of Management members being present.
The members of the Board of Management participated in all plenary meetings and reported on the business performance and risks in the divisions for which they are responsible. The CEO and the members of the Board of Management responsible for the respective committee topic attended the committee meetings and subsequently reported to the full Board of Management as appropriate. Executives from the tier immediately below the Board of Management, and in some cases from the second tier below the Board of Management, were invited to attend for individual agenda items.
Discussions with investors
In October 2024, I again held talks with several investors and proxies on topics in the Supervisory Board’s area of responsibility. The talks covered upcoming personnel matters and the new remuneration system for the Board of Management, which the Supervisory Board is scheduled to present to this year’s Annual General Meeting for approval. We also discussed the working method and composition of the Supervisory Board, particularly in relation to members’ qualifications and their independence. The Board of Management’s intention to convene the 2025 Annual General Meeting once again as an in-person meeting was welcomed by the investors.
Key topics addressed in plenary meetings
At all meetings, we discussed the reports from the Board of Management members on the situation of the company and Group as well as the development of the business. The chairs reported from the committees.
At the recommendation of the Finance and Audit Committee, we approved the financial statements of the company and Group, which had been given an unqualified opinion by the audit firm Deloitte GmbH, at the first plenary meeting of the year. We concurred with the Board of Management’s proposed resolution on the appropriation of the net retained profit. In line with the finance strategy, 59.0% of net profit was distributed to the shareholders. Other topics of the meeting were the approval of the Supervisory Board’s report to the Annual General Meeting and the proposed resolutions on the agenda items for the 2024 Annual General Meeting. The annual bonus of the Board of Management members was determined based on the respective degree of target achievement and corresponding recommendations of the Executive Committee. We also approved the remuneration report for 2023. In view of the Board of Management’s intention to withdraw a large portion of the treasury shares, we approved the potential withdrawal of up to a further 25 million treasury shares based on the expansion of the share buyback program adopted by the Board of Management in February 2024.
In June, we met in Poznan. The employees responsible gave us a tour of our new logistics center, one of the largest, most state-of-the-art centers for parcel sorting and logistics in Europe. This was followed by an opportunity to discuss the operational processes and gain further background information on the development of eCommerce in Poland. During the meeting, we held an in-depth discussion on the fundamentals of Strategy 2030 as presented by the Board of Management. We appointed Tim Scharwath as a Board of Management member for a further five years until 2030.
At an extraordinary meeting in late August, we again discussed Strategy 2030 in depth and explored selected aspects in detail with the Board of Management members.
In our September meeting, we approved Strategy 2030, which had been adopted by the Board of Management, and discussed the structure of the new remuneration system for Board of Management members. We also appointed Nikola Hagleitner, Thomas Ogilvie and Pablo Ciano as members of the Board of Management for a further five years each until 2030. In the absence of the Board of Management members, we reviewed the efficiency and effectiveness of our activities in the plenary meetings and in the committees. We focused here on collaboration within the Supervisory Board and with the members of the Board of Management, the work in the committees, the involvement of the Supervisory Board in developing the company’s strategy, and the skills profile of the Supervisory Board. Together, we drew the conclusion that the Supervisory Board performs its monitoring and advisory duties effectively and efficiently.
At the final Supervisory Board meeting of the year in December, we approved the acquisition Inmar Supply Solutions, a specialist for returns logistics in North America, the creation of joint ventures between the Portuguese Post CTT and DHL eCommerce and the Group’s business plan for 2025. We also set the targets for the annual bonus for the members of the Board of Management and adopted the new remuneration system for the Board of Management, which the Supervisory Board will present for approval at the 2025 Annual General Meeting. The new remuneration system incorporates ESG criteria into the long-term component, introduces share ownership guidelines and abolishes the employer-financed company pension scheme in favor of a pension substitute. As per our resolution, it is our intention to continue complying, without limitation, with the suggestions and recommendations of the German Corporate Governance Code.
Material topics of the committee meetings
The six committees of the Supervisory Board prepare the plenary decisions and meet in advance of the plenary meetings. With the exception of the Nomination Committee, which consists of the three shareholder representatives of the Executive Committee, the committees comprise equal numbers of shareholder and employee representatives. The Supervisory Board elects the committees from among its members. The committees have the final decision on some matters, including Executive Committee approval for secondary activities of Board of Management members or Finance and Audit Committee approval of real estate transactions and of nonaudit services provided by the auditors. The committee chairs provide the members of the Supervisory Board with comprehensive information in the plenary meetings on the work of the committees and are available along with the other committee members for questions and further discussion. The Annual Corporate Governance Statement provides information on the tasks of the committees and their members.
The Executive Committee met four times in the reporting period and dealt primarily with Board of Management matters. It focused on topics such as succession planning and the design of the new remuneration system for the Board of Management. We also discussed the previous year’s target achievement and the setting of targets for the coming year.
The Finance and Audit Committee met eight times. It discussed the terms and conditions of the audit of the annual and consolidated financial statements and half-year financial report and of the nonaudit services, to be performed by the auditors elected by the Annual General Meeting. It also determined the areas of emphasis of the audit and authorized its chair, Hans-Ulrich Engel, to engage the auditors accordingly. The strategy, planning, results and quality of the audit were discussed at several meetings. The committee also discussed the half-year financial report following the review by the auditors and the quarterly financial statements with CEO Tobias Meyer and CFO Melanie Kreis prior to publication, in the presence of the auditors. As required by law, the committee and the auditing firm continuously monitored the independence of the auditors and had the auditors’ nonaudit services submitted for approval. As the committee chairs, Stefan Schulte and his successor Hans-Ulrich Engel were also in regular dialog with the auditors outside of the meetings, regarding the progress of the audits, and reported on this to the committee. Other topics covered at the meetings were the accounting process, risk management and the findings of internal audits. The responsible heads of department also reported to the committee in this regard. The committee discussed the implications of the reform of the German Postal Act (Postgesetz) in depth. It obtained detailed reports from the Chief Compliance Officer on meaningful aspects of compliance and on updates to the compliance organization and compliance management. The effectiveness and development of the internal control and risk management system was presented and discussed in the presence of the respective departmental head. One focus was on the efficiency and functionality of the internal control system with respect to reporting on the company’s nonfinancial risks and to IT.
The Strategy & Sustainability Committee met six times, primarily discussing the progress made in implementing Strategy 2025 and the development of Strategy 2030, which was adopted and presented to the capital market in September 2024. In addition, the committee dealt with the company’s sustainability strategy and its implementation in detail and on an ongoing basis. The meetings focused here on decarbonization measures – including comparing them against competitors – and the development of the market for sustainable aviation fuel. The meetings also covered the company’s position in the overall market, the impact of regulatory measures – particularly the reformed Postal Act – cybersecurity, AI and the acquisition and sale of equity interests in other companies.
The Nomination Committee met once during the reporting year. In preparation for the 2025 Annual General Meeting, it suggested in December 2024 that the Supervisory Board nominate Ingrid Deltenre, Lawrence Rosen and Georg Pölzl for reelection or election to the Supervisory Board.
The Mediation Committee did not meet in the year under review.
The Personnel Committee held four meetings and dealt with, among other topics, occupational safety, accident prevention methods, the Group-wide dialog with international social partners, the promotion of women in executive positions, the results of the Employee Opinion Survey, the Group-wide corporate strategy for HR development, talent acquisition and development, and the digitalization and simplification of HR processes.
Support of the members of the Supervisory Board
The company supports the members of the Supervisory Board in their activities on an ongoing basis. New members are provided with a diverse, customized range of offers that enable quick and specific onboarding. In addition to the opportunity for thorough discussions on relevant topics with the chair, other members of the Supervisory Board and members of the Board of Management, they are given access to the digital data room specifically designed for the Supervisory Board, which also contains the minutes from prior Supervisory Board meetings. The costs for attending selected external training events as well as those for subscribing to industry publications are also reimbursed. The Supervisory Board keeps itself comprehensively informed, and members additionally continuously develop their knowledge both during and outside meetings. Along with visits to important operating sites of the Group, the members of the Board of Management also offer tours of individual operating units, enabling the Supervisory Board members to develop a precise understanding of the operating processes by providing them with insights into the conditions at the sites. Directors’ Day, which takes place twice per year, also enables the members of the Supervisory Board to deepen their understanding of current topics and developments that are relevant to the company. Presentations are offered by internal and external speakers. The agenda in 2024 covered the future of the supply chain business, a comparison between national and European supply chain law, and the impacts of the expected CSRD Implementation Act and European Sustainability Reporting Standards (ESRS) on sustainability reporting.
Changes to the Board of Management
There were no changes to the composition of the Board of Management in the reporting period.
Changes to the Supervisory Board
With regard to the shareholder representatives, Simone Menne and Stefan Schulte resigned from the Supervisory Board after many years of membership effective upon conclusion of the Annual General Meeting on May 3, 2024. Ann-Kristin Achleitner, a member of various Supervisory Boards of large listed companies and professor at the Technical University of Munich, and Hans-Ulrich Engel, self-employed lawyer and former deputy CEO and CFO of BASF SE, were newly elected to the Supervisory Board. Heinrich Hiesinger, who joined the Supervisory Board in 2019, was reelected as a Supervisory Board member. The newly elected and reelected members have a four-year term of office. The Supervisory Board elected Heinrich Hiesinger as a member of the Mediation Committee and the Strategy and Sustainability Committee, Ann-Kristin Achleitner as a member of the Finance and Audit Committee and Hans-Ulrich Engel as the Chair of the Finance and Audit Committee.
The terms of office of Ingrid Deltenre and Lawrence Rosen will expire at the end of the 2025 Annual General Meeting, as will my own. After almost nine years on the company’s Supervisory Board, including seven years as the chair, I have decided not to stand for a third term of office. The Supervisory Board today resolved to nominate Georg Pölzl, managing director and partner at Pölzl & Pölzl Management GmbH and former CEO of Österreichische Post AG, for election and Ingrid Deltenre and Lawrence Rosen for reelection at the Annual General Meeting. A three-year term of office for Ingrid Deltenre and four-year terms of office for Georg Pölzl and Lawrence Rosen are proposed. Following this year’s Annual General Meeting, the Supervisory Board intends to elect Katrin Suder as the Chair of the Supervisory Board. She was first elected to the Supervisory Board of Deutsche Post AG on May 4, 2023. Her focus is on the digital transformation and sustainable technologies. The main skills of the members of the Supervisory Board can also be found in the qualification matrix in the Annual Corporate Governance Statement.
There were no changes to the employee representatives in the reporting period. An overview of current Supervisory Board members is provided in Boards and committees.
Managing conflicts of interest
Supervisory Board members neither hold positions on the governing bodies of, nor provide consultancy services to, the Group’s main competitors, nor do they maintain personal relationships with them. No conflicts of interest were reported to the Supervisory Board in the year under review.
Company in compliance with all recommendations of the German Corporate Governance Code
In December 2024, the members of the Board of Management and the Supervisory Board issued a statement declaring that, since the issue of the declaration of conformity in December 2023, all suggestions and recommendations of the Government Commission German Corporate Governance Code as amended on April 28, 2022, and published in the Bundesanzeiger (Federal Gazette) on June 27, 2022, had been complied with, and that all suggestions and recommendations are to be complied with going forward.The statements from past years can be accessed on the company’s website . Further information regarding corporate governance within the company can be found in the Annual Corporate Governance Statement.
2024 annual and consolidated financial statements examined
The auditors elected by the Annual General Meeting, Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Deloitte), Munich, audited the annual and consolidated financial statements for the 2024 fiscal year, including the combined management report, and issued unqualified audit opinions. The auditors responsible were Prof. Dr. Frank Beine and Martin C. Bornhofen for the annual financial statements and Prof. Dr. Frank Beine and Hendrik Nardmann for the consolidated financial statements. Deloitte also audited the Group Sustainability Statement/Nonfinancial Statement for the 2024 fiscal year, generally to obtain limited assurance but additionally to obtain reasonable assurance for certain indicators. No objections were raised in this respect either. Deloitte also conducted the voluntary review of the half-yearly financial report, which raised no objections. The joint remuneration report for the Board of Management and the Supervisory Board for the past fiscal year was subjected to a formal audit and given a corresponding audit opinion in accordance with Section 162 (3) AktG.
After prior examination by the Finance and Audit Committee, the Supervisory Board in its meeting today went through the annual and consolidated financial statements, the Board of Management’s proposal on the appropriation of the net retained profit and the combined management report including the Group Sustainability Statement/Nonfinancial Statement for the 2024 fiscal year, and discussed them in depth with the Board of Management. Deloitte reported on the results of the audit in the Finance and Audit Committee and in the plenary meeting and was available to answer questions. The Supervisory Board concurred with the results of the audit and approved the annual and consolidated financial statements for the 2024 fiscal year, as recommended by the Finance and Audit Committee. No objections were raised on the basis of the final outcome of the examination by the Finance and Audit Committee and the Supervisory Board of the annual and consolidated financial statements, the combined management report including the Group Sustainability Statement/Nonfinancial Statement, and the proposal for the appropriation of the net retained profit.
The Supervisory Board endorsed the Board of Management’s proposal for the appropriation of net retained profit and the payment of a dividend of €1.85 per share.
The members of the Supervisory Board would like to thank the Board of Management members and all employees for their hard work in the 2024 fiscal year.
