Corporate Governance

German Corporate Governance Code

The German Corporate Governance Code (Deutscher Corporate Governance Kodex) (the “Code”), adopted in February 2002 and last amended on May 05, 2015, includes recommendations and suggestions for managing and supervising companies listed on German stock exchanges with regard to shareholders and shareholders’ meetings, executive and supervisory boards, transparency, accounting and the auditing of financial statements. While the recommendations or suggestions of the Code are not mandatory, the German Stock Corporation Act requires the managing and supervisory boards of a listed company to disclose each year which recommendations were and will be complied with and which recommendations were not or will not be applied and why.

This disclosure must be made permanently accessible to shareholders. However, deviations from the suggestions contained in the Code need not be disclosed.

The Management Board and Supervisory Board of OSRAM Licht AG believe in the objectives of the Code to foster a responsible and transparent corporate management and control directed towards achieving a sustained increase in shareholder value.

Here you can download the Declaration.

Articles of Association / Bylaws

Here you can download the Articles of Association.

Here you can download the Rules of Procedure of the Managing Board.

Here you can download the Rules of Procedure of the Supervisory Board.

Objectives of the supervisory board for its composition

The Supervisory Board of OSRAM Licht AG strives for a composition of the Supervisory Board which ensures qualified supervision of and advice to the Managing Board of OSRAM Licht AG. The objectives and requirements for the composition of the Supervisory Board as of May 2017 are available for downloading. 

Reporting & Audit

The consolidated financial statements and the Group management report as of September 30, 2014, were prepared in accordance with section 315a(1) of the Handelsgesetzbuch (HGB—German Commercial Code). OSRAM prepared these consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union (“IFRSs”). The consolidated financial statements were authorized for issue by the Managing Board of OSRAM Licht AG, Marcel- Breuer-Strasse 6, 80807 Munich, Germany, on November 17, 2014. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft audited the consolidated financial statements for 2014 prepared by the Managing Board in accordance with the above mentioned provisions and issued an unqualified opinion thereon. This equally applies for the 2014 annual financial statements of OSRAM Licht AG prepared in accordance with HGB requirements.

The interim consolidated financial statements prepared quarterly for interim financial reporting purposes are unaudited. They are prepared in compliance with IAS 34, Interim Financial Reporting, and should be read in connection with OSRAM Licht AG’s annual consolidated financial statements in accordance with IFRSs for the fiscal year ended September 30, 2014.

Risk Management

Risk management comprises a set of processes and systems through which our management identifies, assesses and, where necessary, responds appropriately to risks that might adversely affect the realization of the organization’s busineauditorss objectives or opportunities. Our risk management system is designed to protect business resources against potential loss and to identify new opportunities. In addition, we have in the past closely co-operated with Siemens in selected risk-management areas and benefitted from its established risk management systems.

Our risk management system uses standardized methods designed for identifying risks and opportunities, capturing impact and likelihood of a given risk/opportunity, and clearly defines accountabilities and procedures for managing these risks/opportunities. The ultimate purpose of our risk management is not to completely avoid or eliminate risks, but to support entrepreneurial spirit by finding the right balance between managing risks and seizing opportunities. One of the prerequisites for proactively managing risks is to create transparency in relation to the overall risk situation, i.e. to provide timely and relevant information to the appropriate level of management. We have identified numerous strategic, operational, financial, legal and compliance risks that we have clustered into major topics. The risk management system is a continuous cycle with the objective of proactively managing our risks/opportunities. It includes the process steps ‘identify’, ‘assess’, ‘respond’, ‘monitor’, ‘report and escalate’ and ‘sustain and continuously improve’. In order to ensure a comprehensive view on the overall risk/opportunity situation, a top-down perspective is combined with a bottom-up perspective. The top-down perspective involves senior management with a broad overview of the OSRAM business and is considered in various stages of the risk management process. The bottom-up perspective involves individuals in the organization who are close to day-to-day operations and who identify risks/opportunities with a view on the achievement of their objectives. Different categories are determined to allow a systematic and standardized evaluation of the likelihood of a risk materializing and its potential impact on our business. Risk owners are identified and a response plan must be documented for major risks in which a target exposure level and the expected mitigation date is fixed. The risks/opportunities are updated and reported quarterly in the respective OSRAM register. Once per year, workshops with business units, regions and corporate functions senior management are performed in order to verify, review and assess the risk and opportunity registers. Furthermore, the objective of these workshops is to identify new risks and opportunities. The consolidated results of these workshops and the quarterly reviews are discussed with the Managing Board of OSRAM Licht AG in the respective “OSRAM Risk and Internal Control Committee” (ORIC).

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