EnBW Energie Baden Württemberg : German Corporate Governance Code of 16 December 2019

German Corporate Governance Code

(as resolved by the Commission on 16 Dezember 2019, convenience translation)

German Corporate Governance Code

16 December 2019

1

Table of Contents

Foreword

1. Management and supervision

1. Governance tasks of the Management Board

1. Supervision tasks of the Supervisory Board

1. 1. Function of the General Meeting
2. Appointments to the Management Board
3. Composition of the Supervisory Board
4. 1. General requirements

1. Independence of Supervisory Board members

1. Elections to the Supervisory Board D. Supervisory Board procedures

1. Rules of Procedure

1. Cooperation within the Supervisory Board and with the Management Board
2. 1. General requirements
   2. Supervisory Board committees
   3. Provision of information
   4. Meetings and adoption of resolutions

1. Cooperation with the external auditors

IV.	Training and professional development

1. 1. Self-assessment
2. Conflicts of interest
3. Transparency and external reporting
4. Remuneration of the Management Board and the Supervisory Board
5. 1. Remuneration of the Management Board
   2. 1. Determining the remuneration system
      2. Determining total remuneration
      3. Determining the total amount of variable remuneration components
      4. Benefits granted at contract termination
      5. Other provisions

1. Remuneration of the Supervisory Board

1. Reporting

German Corporate Governance Code

16 December 2019

2

Foreword

Corporate Governance is understood as the legal and factual regulatory framework for the management and supervision of an enterprise. The German Corporate Governance Code (the "Code") contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards - in line with the principles of the social market economy - to take into account the interests of the shareholders, the enterprise's workforce and the other groups related to the enterprise (stakeholders) to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise's best interests). These principles not only require compliance with the law, but also ethically sound and responsible behaviour (the "reputable businessperson" concept, Leitbild des Ehrbaren Kaufmanns).

With their actions, the company and its governing bodies must be aware of the enterprise's role in the community and its responsibility vis-à-vis society. Social and environmental factors influence the enterprise's success. In the enterprise's best interests, Management Board and Supervisory Board ensure that the potential impact of these factors on corporate strategy and operating decisions is identified and addressed.

The objective of the Code is to make the dual German corporate governance system transparent and understandable. The Code includes principles, recommendations and suggestions governing the management and monitoring of German listed companies that are accepted nationally and internationally as standards of good and responsible governance. It aims to promote confidence in the management and supervision of German listed companies by investors, customers, employees and the general public.

The principles reflect material legal requirements for responsible governance, and are used here to inform investors and other stakeholders. Recommendations of the Code are indicated in the text by using the word "shall". Companies may depart from recommendations, but in this case they are obliged to disclose and explain any departures each year ("comply or explain"). This enables companies to take into account sector- or company-specific special characteristics. Well- justified departures from recommendations of the Code may be in the best interests of good corporate governance. Finally, the Code contains suggestions from which companies may depart without disclosure; suggestions are indicated in the text by using the word "should".

Code stipulations covering not only the listed company itself but also its group entities use the word "enterprise" rather than "company".

Shareholders generally exercise their membership rights before or at the General Meeting. Institutional investors are of particular importance to enterprises. They are expected to exercise their ownership rights actively and responsibly, in accordance with transparent principles that also respect the concept of sustainability.

German Corporate Governance Code

16 December 2019

3

The Code is addressed to listed companies and companies with access to capital markets pursuant to section 161 (1) sentence 2 of the German Stock Corporation Act. Companies which are not capital market oriented may use the Code's recommendations and suggestions as guidelines.

Listed credit institutions and insurance undertakings are subject to the applicable prudential requirements, which are not reflected in the Code. Code recommendations apply to the extent that they do not contradict any legal stipulations.

German Corporate Governance Code

16 December 2019

4

A. Management and supervision

1. Governance tasks of the Management Board

Principle 1	The Management Board is responsible for managing the enterprise in its own
	best interests. Its members are jointly accountable for managing the
	enterprise. The Chair or Spokesperson of the Management Board coordinates
	the work of the Management Board members.
Principle 2	The Management Board develops the enterprise strategy, coordinates it with
	the Supervisory Board and ensures its implementation.
Principle 3	The Management Board stipulates target values for the share of women in the
	two management levels below the Board.
Recommendation:
A.1	When making appointments to executive positions, the Management Boards
	shall consider diversity.
Principle 4	A responsible management of risks arising from business activities requires an
	appropriate and effective internal control and risk management system.
Principle 5	The Management Board ensures that all provisions of law and internal policies
	are complied with, and endeavours to achieve their compliance by the
	enterprise.
Recommendations and suggestions:
A.2	The Management Board shall institute an appropriate compliance management
	system reflecting the enterprise's risk situation, and disclose the main features

of this system. Employees shall be given the opportunity to report, in a protected manner, suspected breaches of the law within the enterprise; third parties should also be given this opportunity.

1. Supervision tasks of the Supervisory Board

Principle 6	The Supervisory Board appoints and discharges the members of the
	Management Board; it supervises and advises the Management Board in the
	management of the enterprise and has to be involved in decisions of
	fundamental importance to the enterprise.
	The Articles of Association and/or the Supervisory Board stipulate that
	transactions of fundamental importance are subject to approval.