In December 2023, the Managing Board and Supervisory Board of HUGO BOSS issued the following declaration prescribed by Sec. 161 AktG:
“Declaration of compliance
Declaration of the Managing Board and Supervisory Board of HUGO BOSS AG pursuant to section 161 AktG (German Stock Corporation Act)
HUGO BOSS AG, Metzingen, Securities ID A1PHFF, International Securities ID DE000A1PHFF7
The Managing Board and Supervisory Board of HUGO BOSS AG herewith declare pursuant to section 161 para. 1 sentence 1 AktG (German Stock Corporation Act) that since the Compliance Declaration of February 2023, the recommendations of the Government Commission “German Corporate Governance Code” in the version of April 28, 2022 – published in the Federal Gazette on June 27, 2022 – (“GCGC 2022”) have been and will be complied with except for:
- The reporting in the management report and the Group management report of HUGO BOSS AG for the financial year 2022 is based on the legal requirements of Section 289 (4) and Section 315 (4) of the German Commercial Code (HGB) and contains detailed information on the accounting-related internal control system and the risk management system. Due to the requirements of GCGC 2022 regarding appropriateness and effectiveness, which were unclear at the time of preparation and went beyond the statutory provisions, HUGO BOSS AG declared a deviation from recommendation A.5 of GCGC 2022 in February 2023 as a precautionary measure. This deviation continues to apply to the management report and Group management report for the 2022 financial year. The management report and the Group management report of HUGO BOSS AG for the financial year 2023 will comply with the recommendation in A.5 GCGC 2022.
- Deviating from the recommendation in G.11 sentence 2 GCGC 2022, the currently existing employment contracts with the members of the Managing Board in part do not provide for the possibility to withhold or reclaim variable compensation in justified cases. The compensation system approved by the Annual Shareholders Meeting on May 11, 2021 provides for this possibility. The corresponding adjustment of the employment contracts will be made at the latest in the context of the extension of an existing contract or in the case of a new appointment, so that the recommendation will be complied with from that point on.
Metzingen, December 2023”