Company Management

Markus LesserChief Executive Officer (CEO)
Jörg KlowatChief Financial Officer (CFO)
Harald WilbertManagement Board
Per Hornung PedersenChairman of the Supervisory Board
Christoph OppenauerDeputy Chairman of the Supervisory Board
Alberto DonzelliMember of the Supervisory Board
Marcel EggerMember of the Supervisory Board
Dr. Susanna ZaprevaMember of the Supervisory Board
Roberta BenedettiMember of the Supervisory Board
Marc van't NoordendeMember of the Supervisory Board

For more than twenty years PNE has been successfully designing wind projects and turning them into reality. PNE projects fulfill the highest demands in terms of quality and cost-effectiveness and have thus made us a significant market leader.

Corporate culture characterised by integrity, ethics and personal responsibility are the prerequisites for securing PNE’s prestige and the continued successful international growth of the PNE Group.

With the present code of conduct we intend to convey the vision and mission we pursue. And we would like to describe in detail the values, principles and conduct that determine the business practice of the PNE Group on the path towards achieving our vision.

PNE Code of Conduct

Compliance-Management-System

Corporate Governance Code

The Corporate Governance Code is a voluntary code that contains recommendations and suggestions relating to the management and control of companies listed on the stock exchange. Its goal is to strengthen the trust of investors and public in the company.

Responsible, sustainable and transparent corporate governance is an important part of the PNE Group's profile. It forms the basis of our confidential relationship with our investors and business partners and is seen as essential to the successful long-term development of the company.

    The Management and Supervisory Boards of the PNE Group consequently adhere to the recommendations in the current German Corporate Governance Code with the exceptions described in the Declaration of Compliance.

    Declaration of compliance pursuant to § 161 of the Corporation Act:

    The Management and Supervisory Board of PNE AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of April 28, 2022 published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette

    on June 27, 2022 ("2022 Code") have been complied with since the last declaration of conformity was issued on September 23, 2022 andwill be complied with in future, with the following exceptions:

    1. Internal control system and risk management system (Recommendation A.3 of 2022 Code)

    According to Recommendation A.3 of the 2022 Code, the internal control system and risk management system should also cover sustainability-related objectives, insofar as this is not already required by law. This is to include the processes and systems for recording and processing sustainability-related data.

    PNE AG continues to work on the expansion of its internal control system and risk management system.

    The Company also plans to include in its risk management system social and environmental factors resulting from the Company's ESG strategy and to consider their impact on the Company's activities. At present, however, the requirements of Recommendation A.3 of the 2022 Code have not yet been fully implemented.

    Therefore, a deviation from Recommendation A.3 of the 2022 Code is declared as a precautionary measure.

    2. Long-term succession planning (Recommendation B.2 of the 2022 Code)

    Pursuant to Recommendation B.2 of the 2022 Code, the supervisory board together with the management board is to ensure long-term succession planning; the procedure is supposed to be described in the corporate governance statement. 

    The Supervisory Board, together with the Management Board, has not yet drawn up a concept for long-term succession planning. 

    Irrespective of this, the issue of succession planning is, however, regularly addressed by the Supervisory Board and in discussions

    with the Management Board. Deliberations are made on terms of contract and renewal options for current members of the Management Board and possible candidates. Furthermore, the management level below the Management Board has been strengthened to ensure a continuous exchange of knowledge.

    As a precautionary measure, a deviation from Recommendation B.2 of the 2022 Code is hereby declared.

    3. Initial appointment of members of the Management Board (Recommendation B.3 of the 2022 Code)

    According to Recommendation B. 3 of the 2022 Code, the initial appointment of members of the Management Board shall be for a maximum of three years.

    Deviating from this, Mr Harald Wilbert was appointed as a member of the Management Board by resolution of the Supervisory Board on 24 August 2023 with effect from 15 October 2023 for the period until 31 March 2028, and thus for a longer period than three years. In the view of the

    Supervisory Board, in the interest of a stable management structure with personnel continuity and regarding the qualification and experience of Mr Harald Wilbert, an initial appointment of 4.5 years is in the best interest of PNE AG.

    A deviation from Recommendation B.3 of the 2022 Code is hereby declared.

    4. Training and further training measures for members of the Supervisory Board (Recommendation D.11 of the 2022 Code)

    Pursuant to Recommendation D.11 of the 2022 Code, a company is to provide appropriate support to supervisory board members during their inauguration and training and further training measures and to report on the implemented measures in the supervisory board’s report.

    The Supervisory Board refrains from reporting in the Supervisory Board's report about training and further training measures for individual members as well as measures to support them during their inauguration.

    Upon taking office, new members of the Supervisory Board are internally instructed and supported in the work of the Supervisory Board commensurate to their previous knowledge. In addition, the Supervisory Board members are responsible for their own training and further training measures. They are supported in this by the Company if necessary.

    A deviation from recommendation D.11 of the 2022 Code is hereby declared in this respect.

    5. Definition of performance criteria for all variable components of the remuneration of the Management Board members (Recommendation G.7 of the 2022 Code)

    Pursuant to Recommendation G.7 of the 2022 Code, the supervisory board is to determine the performance criteria for all variable remuneration components for each member of the management board for the coming financial year, which in addition to operational objectives, are to be based above all on strategic objectives. The supervisory board is to determine the extent to which individual goals for the individual management board members or goals for all management board members together are to be decisive.

    In addition to the development of the share price and personal goals, the performance criterion for variable remuneration

    is based on the development of operating results. Strategic objectives as such are currently not defined. However, the Supervisory Board assumes that the performance criterion of the development of the share price and the long-term Group EBIT or Group EBITDA is significantly influenced by the strategic success of the Company.

    However, as a precautionary measure, a deviation from Recommendation G.7 of the 2022 Code is hereby declared.

    6. Long-term variable remuneration amounts (Recommendation G.10 of the 2022 Code)

    Pursuant to Recommendation G.10 of the 2022 Code, the variable remuneration amounts granted to a management board member are to be invested predominantly in shares of the company or granted on a share basis, taking into account the respective tax liability. A management board member is first to be able to dispose over the granted long-term variable amounts after four years.

    The current employment agreements do not provide for the variable remuneration amounts granted to the Management Board members to be invested predominantly in shares of the Company or granted on a share basis, taking into account the respective tax liability

    Variable remuneration is granted in cash. However, the Supervisory Board is of the opinion that the current regulation, according to which the long-term variable remuneration amounts depend to a certain extent on the share price development, provides a sufficient incentive for favourable share price development among the Management Board members.

    A deviation from Recommendation G.10 of the 2022 Code is hereby declared.

    7. Claim to restitution of variable remuneration (Recommendation G.11 of the 2022 Code)

    Pursuant to Recommendation G.11 of the 2022 Code, the supervisory board is to have the possibility to take account of extraordinary developments to an appropriate extent. In justified cases, it is to be possible to withhold or reclaim variable remuneration.

    The employment agreements with the Management Board members do not currently contain any provision according to which variable remuneration can be withheld or reclaimed.

    In the opinion of the Supervisory Board, extraordinary developments are taken into account to an appropriate extent by linking the variable remuneration to, among other things, the consolidated EBIT or the consolidated EBITDA. In addition, the Supervisory Board considers the liability regulations stipulated by law to be sufficient to assert any restitution claims.

    A deviation from Recommendation G.11 of the 2022 Code is hereby declared.

    8. Variable remuneration upon cessation of employment agreement (Recommendation G.12 of the 2022 Code)

    Pursuant to Recommendation G.12 of the 2022 Code, in the event of the cessation of an employment agreement with a management board member, the payment of outstanding variable remuneration components attributable to the period up to the cessation of the contract is to be made in accordance with the originally agreed targets and benchmark parameters and in accordance with the due dates or holding periods specified in the contract.

    The employment agreements of the Management Board members do not provide for the payment of outstanding variable remuneration components attributable to the period up to the cessation of the contract to be made in accordance with the originally agreed targets and benchmark parameters and in accordance with the due dates or holding periods specified in the contract

    The employment agreements of the Management Board members stipulate that in the event of cessation of the contract, the variable remuneration is to be determined ahead of time on a lump-sum basis. The Supervisory Board considers the complete cessation with immediate compensation of all outstanding remuneration benefits to be a proper and appropriate procedure in order to ensure the clear and speedy settlement of contracts.

    A deviation from Recommendation G.12 of the 2022 Code is hereby declared.

    Cuxhaven, 5. September 2023

    Declaration on Corporate Governance
    Pursuant to §289f and §315d HGB (German Commercial Code)

    Good corporate governance is an expression of responsible company management. The Board of Management and the Supervisory Board have a responsibility to orient the management and control of the company in line with internationally recognised standards in order to safeguard its added value in the long term. 

    According to paragraph 289f and 315d of the German Commercial Code (HGB), PNE AG is obliged to issue a "Declaration on Corporate Governance" once a year. The summarized corporate governance statement can be found under the following link:

    Summarized Declaration on Corporate Governance 2023

    Rules of procedure

    In accordance with the recommendation of the German Corporate Governance Code, we publish below the current rules of procedure for the Supervisory Board of PNE AG.

    Articles of association

    The German Stock Corporation Act specifies that stock corporations must have a set of Articles. These Articles contain various statutory regulations applicable to stock corporations.