EnBW Energie Baden Württemberg : Declaration of corporate management including the corporate governance report 2020

Declaration of corporate management 2020

of the EnBW Group and EnBW AG including the corporate governance report 2020

AMBITION

The "A" on the title page of our financial publications stands for "Ambition."

We have set ourselves ambitious goals: In the EnBW 2025 strategy phase, we want to transform ourselves into a sustainable and innovative partner for energy and infrastructure. And we have further refined our sustainability targets because we firmly believe that a company without a clear and ambitious sustainability agenda will not be viable in the future.

We have thus invested heavily in, for example, renewable energies, electricity grids and electromobility. We will now take another major step forward:

We aim to become a climate-neutral company by 2035.

All financial publications for the 2020 financial year can be found at www.enbw.com/report2020-downloads.

Declaration of corporate management including the corporate governance report

Board of Management and Supervisory Board ............... 2

Diversity ........................................................................... 7

Shareholders and Annual General Meeting .................... 7

Compliance ..................................................................... 8

Remuneration of the Board of Management and the

Supervisory Board ........................................................... 8

Transparency ................................................................... 9

Financial reporting and the audit .................................... 9

Declaration of compliance .............................................. 10

2 Declaration of corporate managment

Good corporate governance is an essential part of the corporate culture at EnBW Energie Baden-Württemberg AG (EnBW). We are convinced that responsible and transparent corporate governance strengthens the trust and confidence that customers, capital providers, employees and the general public place in the company, thereby contributing to its long-term success. The Board of Management and Supervisory Board have the responsibility of managing and supervising the company above and beyond merely fulfilling statutory requirements, but to do so in accordance with recognized benchmarks for good corporate governance and in harmony with the principles of a social market economy, guaranteeing the continued existence of the company and ensuring a sustainable increase in its added value.

As the member of the Board of Management responsible for corporate governance, Colette Rückert-Hennen monitors compliance with the German Corporate Governance Code (DCGK) at EnBW and reported extensively to the Board of Management and Supervisory Board on all current themes pertaining to corporate governance. Both boards acknowledged the report from Colette Rückert-Hennen and subsequently approved the company's declaration of compliance, which is reproduced in full at the end of this report.

In this declaration of corporate management, the Supervisory Board and Board of Management report on the corporate governance of the company (corporate governance report) above and beyond the legal requirements according to sections 289 f (2) and 315 d HGB.

The corporate governance report is based on the new version of the DCGK from 16 December 2019, which was published in the German Federal Gazette on 20 March 2020, because this version of the code was definitive in the reporting period.

Board of Management and Supervisory Board

Close and trusting cooperation for the good of the company is considered an integral part of the EnBW culture by the Board of Management and Supervisory Board.

The Board of Management jointly manages the company on its own responsibility. In the reporting period up to 31 December 2020, the Board of Management comprised four members, of which one held the position of chair- man. The Board of Management is tasked with defining the company goals and developing the strategic orientation of the EnBW Group, agreeing this with the Supervisory Board and implementing it accordingly. In addition, it ensures Group-wide compliance with statutory regulations and internal guidelines, as well as appropriate risk management and risk controlling.

Important aspects of cooperation within the Board of Management are defined in its rules of procedure. These regulate, amongst other things, the frequency at which the meetings of the Board of Management led by the Chairman are held multiple times a month and stipulates that all important questions relating to the management of the Group and any cross-departmental issues will be addressed at these meetings. Furthermore, the rules of procedure include a rule that resolutions will be taken by the Board of Management on a majority vote basis, whereby the Chairman has the casting vote in the event of a tie.

The Chairman of the Board of Management in the reporting period was and also currently is Dr. Frank Mastiaux. Further details on the members of the Board of Management and the division of responsibilities can be found in the information provided on p. 16 and 17 of the Integrated Annual Report 2020 and in the section "Corporate governance" under "Management and supervision" on p. 42 and 43 of the Integrated Annual Report 2020.

The standard retirement age set for members of the Board of Management at EnBW is 63 years old. In the reporting period and also currently, the members of the Board of Management did not and do not hold more than three positions on supervisory boards at non-Group listed companies or on supervisory bodies at non-Group companies that have comparable requirements. As in the past, there were also no known conflicts of interests for the members of the Board of Management in the 2020 financial year. EnBW did not enter into any significant transactions with individuals or companies that are related to a member of the Board of Management in the reporting period.

In the reporting period, the Board of Management discussed the Six-Monthly Financial Report and the quarterly statements with the audit committee of the Supervisory Board before publication.

The Supervisory Board of EnBW is comprised of 20 members, half of which are representatives elected by the shareholders and half by employees. The Chairman of the Supervisory Board is Lutz Feldmann.