Implementation of the goals pursued by the diversity concept is assured by the anchoring of its key components in law and in the 
company's terms of reference as well as the requirement for a Declaration of Compliance in accordance with section 161 of the German 
Stock Corporation Act (AktG) on Corporate Governance within the company. As far as the shareholder side of the Supervisory Board is 
concerned, the Nomination Committee ensures that the binding and voluntary targets for the composition of the Supervisory Board are met. 
As part of regularly conducted efficiency audits, the Supervisory Board also undertakes a self-evaluation process, which includes aspects 
of its composition. 
 
Results achieved in financial year 2020 
 
In the current financial year, no changes have been made to the diversity concept or the composition of the Supervisory Board. In 
accordance with the recommendation in point 5.4.1 (2) of the previous German Corporate Governance Code (version dated 7 February 2017) 
the Supervisory Board in its resolution of 14 September 2017 issued a competency profile for the composition of the board as a whole. 
 
Since his election to the Supervisory Board at the 2018 Annual General Meeting, Dr Dieter Zetsche has made a very valuable contribution 
to the diversity of the Supervisory Board thanks to his extensive international experience and his extensive experience in the management 
of a major global corporation. He now contributes his knowledge and skills as Chairman of the Supervisory Board. With the election of 
Ms Ingrid-Helen Arnold and Ms Maria Garaña Corces as members of the Supervisory Board by the Annual General Meeting in February 2020, the 
Supervisory Board was enriched by extensive experience in the development of digital solutions and the structural repositioning of 
company, which is of significant value to us in light of the Markets and Domain Transformation. From the point of view of the Supervisory 
Board, there is currently no further need for action in relation to diversity. On the shareholder side, both genders are nearly balanced 
represented, (4 female, 6 male), and in terms of the board as whole, the proportion of women of 30 % is in line with the statutory quota. 
With six different nationalities represented on the Supervisory Board, its composition can be described as international. The diversity 
of professional and educational backgrounds of the individual members of the board is also evident from the yearly updated CVs of 
Supervisory Board members published on the corporate website. 
 
Integrity & Compliance 
 
Anti-Corruption and Anti-Bribery 
 
In implementing our business activities, we have to comply with a large number of national and international laws and rules as well as 
internal policies. Our Compliance Management System helps us comply with these. Its goals also include preventing misconduct and avoiding 
liability risks for the Company, its legal representatives, executives and employees and thereby protecting the reputation of the 
Company. It is a fundamental component in our commitment to entrepreneurial, environmental and socially responsible operations and 
management and an indispensable part of our corporate culture and Corporate Governance activities. 
 
In the second half of the year, Integrity & Compliance activities were also affected by the COVID-19-crisis. For operational reasons, 
some measures such as training, surveys and communication were only carried out to a reduced extent or with a time delay. However, the 
ability of the Integrity & Compliance organisation to work was guaranteed at all times. 
 
Compliance Management System 
 
TUI Group's Compliance Management System is based on a risk management approach. It is built around three pillars: prevention, detection 
and reaction, which, in turn, comprise a large number of internal mea­sures and processes. 
 
The focus is on the legal sub-areas anti-corruption, fair competition, data protection and trade sanctions. Our Compliance Management 
System defines the set-up and regular operations as well as the documentation of roles, responsibilities and processes in these areas. 
 
The Compliance Management System applies to TUI AG and all companies majority-owned, directly or indirectly, by TUI AG, whether domestic 
or foreign, and of any other shareholdings, where management control directly or indirectly lies with TUI AG ('Managed Group Companies'). 
Implementation of the Compliance Management System is recommended for companies where management control does not lie with TUI AG 
('Non-Managed Group Companies'). The Compliance Management System has been designed to meet the requirements of Auditing Standard PS 980 
of the German Institute of Auditors. 
 
Integrity & Compliance structure 
 
Our Compliance structure supports those responsible in their task of communicating values and rules and anchoring them in the Group. It 
ensures that Compliance requirements are implemented throughout the Group in different countries and cultures. TUI Group's decentralised 
Compliance structure includes Head Compliance Officers, whose role is to implement and support the requirements of the Integrity & 
Compliance team. Under the aegis of the Chief Compliance Officer, the Integrity & Compliance team works with the decentralised Compliance 
Officers to perform the following tasks at different management levels: 
 
· Raising awareness of Integrity & Compliance and the relevant technical issues 
 
· Achieving the goals of the Integrity Passport - TUI's Code of Conduct - and the Compliance Rules 
 
· Providing training 
 
· Advising managers and employees 
 
· Securing the necessary exchange of information 
 
· Monitoring new national and international legislation 
 
· Providing regular, quarterly reports to the Group Executive Committee and annual reports to the Audit Committee of the Supervisory 
Board 
 
In May 2020, the tasks of the existing Compliance Committee, which was chaired by the Chief Financial Officer and consisted of the HR 
Director, Chief Compliance Officer, the Heads of Group External Affairs & Communications, Group Audit and representatives of the Group 
Works Council and TUI's Europe Forum, were transferred to a new Compliance Committee set up by the Group Works Council. This move 
reflected the fact that most topics addressed by the Compliance Committee are subject to co-determination requirements so that the new 
approach enhances the efficiency of the discussions and decision-making. The regular members of the Compliance Committee of the Group 
Works Council are representatives of the Group Works Council, the Director Integrity & Compliance and, as appropriate, additional 
employer representatives. A TUI Europe Forum delegate is a permanent guest in the Working Group. 
 
Integrity & Compliance culture 
 
The Integrity & Compliance culture influences people's behaviour and their views about complying with the applicable rules. It therefore 
forms the basis for an effective Compliance Management System. Our culture reflects management's fundamental attitude and conduct and the 
role of the supervisory body, the 'tone from the top'. It is expressed, inter alia, in our corporate value 'Trusted', appealing to our 
employees' personal responsibility and their honesty and sincerity in handling customers, stakeholders and fellow employees. 
 
Integrity Passport - TUI's Code of Conduct 
 
The Integrity & Compliance culture is strongly characterized by TUI's Integrity Passport, our Code of Conduct, which is binding for all 
employees, from Board members to trainees, and all managed Group companies. The name 'Integrity Passport' signals a shift in the 
Company's Compliance culture: away from a purely rule-based understanding of Compliance towards a culture of integrity values. The 
Integrity Passport serves as the guiding principle for our Executive Board, managements, executives and employees alike. It provides 
orientation in key areas of people's day-to-day work and in conflict situations: fair competition, no bribery and corruption, appropriate 
gifts and hospitality, protecting our business secrets, ensuring data protection, dealing with conflicts of interest, no insider trading, 
accurate books and records, preventing money laundering, trade restrictions, treating each other with respect, sustainability, public 
communication relating to TUI and how to raise a concern. 
 
Suppliers' Code of Conduct 
 
The Integrity Passport is complemented by the Suppliers' Code of Conduct, which details TUI's ethical, social and legal expectations of 
its business partners. 
 
Moreover, business partners are required by contract to observe all national and international anti-corruption laws applicable to the 
supplier relationship. This places our business relationship with our partners on a solid basis. 
 
Integrity & Compliance Policy Management 
 
The principles defined in the Integrity Passport are additionally implemeted via various Policies, Statements and Manuals reflecting the 
legal requirements. This is supported by our Group-wide Policy Management, developing the standards for Group-wide Policies and 
coordinating the involvement of relevant internal stakeholder groups, e. g. other departments and the works council. This approach is 
designed to provide TUI Group with a set of policies which are as complete and comprehensible as possible without seeking overregulation. 
TUI Group's Compliance Policies offer guidance on a range of issues, including on appropriate conduct regarding gifts and hospitality, 
data protection, fair competition and compliance with trade sanctions. 
 
Integrity & Compliance - Risk Assessment 
 
As a matter of principle, an annual risk assessment is prepared for the topics of protection of free and fair competition, prevention of 
corruption, data protection and dealing with trade sanctions, whereby the risks are assessed according to the criteria of probability of 
occurrence and possible extent of damage (including damage to reputation). The results of the Compliance risk identification process are

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