Annual Report 2023

Information about corporate governance practices

Structure and management of the Group

HHLA AG acts as the strategic management holding company for the Group. Its operating business is primarily conducted by domestic and foreign subsidiaries and associated firms. Compliance with the management’s corporate governance requirements is ensured by internal company guidelines as well as provisions in the articles of association and rules of procedure for the subsidiaries and associated firms. Most subsidiaries also have their own supervisory or advisory boards that monitor and advise the executive boards of the respective companies. Group structure

Governance systems

HHLA has internal control, risk and compliance management systems which are appropriate for the size of the company, the scope of its activities and its risk situation, and are focused on the continuous and systematic management of commercial risks and opportunities.

Governance systems of HHLA

Conceptual structure and overview

Governance systems at HHLA (diagram)


Compliance with corporate guidelines and the statutory provisions relevant to the company’s activities (hereinafter also referred to as “compliance”) is regarded as an essential part of corporate governance at HHLA. The cornerstone of HHLA’s compliance management system (CMS) is a Code of Conduct, which formulates overriding principles on topics with special relevance for compliance, such as conduct in the competitive environment, the prevention of corruption, discrimination and conflicts of interest, as well as the handling of sensitive corporate information and information subject to data privacy. The Code of Conduct is supplemented by further Group guidelines on such matters as corruption prevention and fair conduct. A Group-wide business partner screening system and a Supplier Code of Conduct also help to minimise compliance risks. The role of the Human Rights Officer (required by the German Supply Chain Due Diligence Act) is allocated by the Compliance department.

Risk management system and internal control system

The risk management system (RMS) and the internal control system (ICS) are part of the entire planning, controlling and reporting process. The aim is to ensure that the company's management team can identify business-related risks at an early stage and implement measures to counteract them in a timely manner.

The Internal Audit department conducts specific audits to ensure compliance with the legal requirements and company standards, and initiates appropriate measures where necessary. The elements of the ICS that are relevant for auditing the consolidated financial statements are also audited by external auditors as part of their audit of the financial statements. The external auditors also assess the early risk identification and monitoring system as part of their audit of the consolidated financial statements.

The HHLA Group’s risk management system and internal control system are described in detail in the risk and opportunity report. Risk and opportunity management

Declaration of the appropriateness and effectiveness of the governance systems1

The Executive Board and Supervisory Board of HHLA regard the established internal control, risk and compliance management systems as appropriate and effective.

As part of the activities of the Internal Audit department, which examines all material business transactions on a regular basis, no contrary indications have been identified that give rise to the assumption that

  • these corporate governance systems (individually or collectively) do not comply with German legal requirements in all material aspects, or
  • the management report does not provide an accurate view of the company’s position, or
  • does not accurately present the risks regarding its future development.

The appropriateness and effectiveness is also confirmed by external audits of the individual system elements in accordance with the corresponding IDW standards. The CMS was audited in the 2021 reporting period and found to be appropriate and effective. The RMS was audited in accordance with IDW PS 981 during the 2022/2023 reporting period and found to be appropriate and effective. The documentation and monitoring processes for the ICS are currently being updated in line with extended regulatory requirements. These updates are due to be completed in March 2024. The regular ICS effectiveness audit in accordance with IDW PS 982 is planned for the 2024 financial year.

1 This section provides information that does not fall within the scope of the management report and has not been audited as part of the annual report and consolidated financial statements.


HHLA believes that informing shareholders and interested members of the public promptly about important issues is an integral part of good corporate governance. HHLA provides information about the company's economic position, as well as important company developments, particularly by means of its financial reporting (annual report, half-yearly financial report and interim statements), press conferences for analysts and financial press conferences, meetings with analysts and the press, press releases and ad hoc announcements as required, and its Annual General Meetings As a permanently available and up-to-date communication medium, the website provides all the relevant information in both German and English. In addition to information about the HHLA Group and the HHLA share, it contains a financial calendar with an overview of the important dates. Furthermore, the Investor Relations department is available for all enquiries from shareholders, investors and analysts.

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