Corporate Governance

The management and supervisory structures at Heidelberg Materials comply with the regulations under the German Stock Company Act, the company's Articles of Association, the procedural rules of the Managing Board and Supervisory Board, and – see statement of compliance – the German Corporate Governance Code (GCGC).

Principles and Guidelines of our sustainable management can be found at

Governance and Compliance

Articles of Association

Articles of Association of HeidelbergCement AG, in the changed version pursuant to the resolution of the Supervisory Board as of 31 January 2022.

Code of Business Conduct

The Code of Business Conduct describes our values of high ethical and legal standards for all our business activities from strategic planning to day-to-day procedures.

Supplier Code of Conduct

We do emphasise the importance of responsible sourcing and supplier sustainability in all our procurement activities along our Sustainability Commitments 2030.

Remuneration Report

The remuneration report sets out the principles and structure of the remuneration of the Managing Board and the Supervisory Board of HeidelbergCement AG and reports on the remuneration granted and owed to the current and former members of the Managing Board and the Supervisory Board in the 2021 financial year.

Remuneration system of the Managing Board

The current remuneration system for the members of the Managing Board of HeidelbergCement AG was approved by the Annual General Meeting on 6 May 2021 with a majority of 92.21% of the votes cast, pursuant to section 120a(1) of the AktG.

Remuneration system of the Supervisory Board

The current remuneration system for the members of the Supervisory Board of HeidelbergCement AG was approved by the Annual General Meeting on 6 May 2021 with a majority of 99.89% of the votes cast, pursuant to section 113(3) of the AktG.

Rules of Procedure for the Managing Board

The Managing Board Rules of Procedure govern, in connection with the schedule of responsibilities, the work of the Managing Board, in particular the departmental responsibilities of individual members of the Managing Board, matters reserved for the full Managing Board, and the required majority for resolutions.

Rules of Procedure for the Supervisory Board

The rules of procedure regulate the tasks and responsibilities of the Supervisory Board according to the law and the articles of association. They have the task of indicating to the members of the Supervisory Board their rights and duties, delineating responsibilities and facilitating cooperation among the administrative bodies and with the members.

Profile of Skills Supervisory Board

Taking into account the recommendations set forth in section C.1 of the German Corporate Governance Code (“Code”) and section 289f para. 2 no. 6 of the German Commercial Code (diversity concept), the Supervisory Board determined specific objectives regarding its composition and a profile of skills for the Supervisory Board as a whole and amended these on 23 March 2022.