Declaration of Compliance 2025
Statement of Compliance by the Management Board and Supervisory Board of Amadeus Fire AG on the recommendations of the ‘Government Commission of the German Corporate Governance Codex’ pursuant to Art. 161 paragraph 1 German Stock Corporation Act (AktG)
Amadeus Fire AG has complied with all recommendations of the “Government Commission of the German Corporate Governance Codex” in the version dated April 28, 2022 (“Codex”) and will continue to comply with them in future, with the following exceptions:
- The recommendation in D.6 of the Codex, according to which the Supervisory Board should meet regularly without the Management Board, is not complied with. The Supervisory Board meets regularly without the Management Board only when personnel matters concerning the Management Board are discussed. In other matters, non-participation occurs only in exceptional cases when circumstances so require.
- Section G.I. of the Codex contains new and, in some cases, amended recommendations on the remuneration of the Management Board. The remuneration system published and approved by the Annual General Meeting of Amadeus FiRe AG on 15 May 2024 does not comply, or does not comply fully, with the following recommendations:
- The recommendation in G.10 that members of the Executive Board should only be able to dispose of long-term variable remuneration amounts after four years is not currently complied with under the remuneration system for the Executive Board approved by the Annual General Meeting in 2024. The remuneration entitlement becomes due upon expiry of an agreed long-term incentive plan, the term of which corresponds to that of the relevant Executive Board contract.
- The recommendation in G.12 regarding the payment of variable remuneration after departure on the contractually agreed due dates and in G.13 regarding the crediting of compensation for an agreed non-competition clause in the severance payment is not complied with. The Executive Board remuneration system approved by the 2024 Annual General Meeting does not provide for such a provision. Individual agreements exist with the members of the Executive Board regarding the terms and conditions of departure.
Frankfurt/Main, 11 November 2025
*This document is an English translation. In the event of any discrepancies or inconsistencies, only the German version shall be legally binding and shall prevail over the English translation.
Previous Declarations
The term Corporate Governance stands for responsible management and control of companies with a view to long-term value creation. Efficient cooperation between the Management Board and Supervisory Board, respect for shareholders’ interests, openness and transparency of corporate communications are key aspects of good corporate governance.
The Corporate Governance reports from previous years can be found in the respective financial reports. Starting with the 2024 financial year, the former Corporate Governance report is included as part of our Sustainability Report within the Amadeus Fire Group’s Annual Report.