Management of sustainability processes
Role of supervisory bodies, sustainability information and information channels
Management and supervisory body
As a stock corporation under German law, HHLA has a dual system of management with an Executive Board as management body and a Supervisory Board as supervisory body. The Executive Board manages the company on its own responsibility. The Supervisory Board decides on the composition of the Executive Board, oversees the Executive Board’s management of the company and advises it on corporate governance. Further information can be found in the Corporate management declaration/“Working methods of the Executive Board” and “Working methods of the Supervisory Board”.
Composition of the Executive Board and Supervisory Board
In accordance with Article 8 of the articles of association, HHLA’s Executive Board must consist of at least two members. The HHLA Executive Board currently has four members. The Executive Board’s members are appointed by the Supervisory Board, which takes diversity into account when making appointments. In the interests of outlining diversity aspects more precisely, the Supervisory Board has adopted a diversity concept for the Executive Board that includes aspects such as the proportion of women and diversity, educational and professional background, expertise, international background and age structure. If the Executive Board comprises more than three people, it must also include at least one woman and one man in accordance with Section 76(3a) of the Stock Corporation Act (AktG). Apart from this requirement, the Supervisory Board is guided by the principle of equal participation of women and men when appointing Executive Board members and actively pursues this objective, e.g. by specifically looking for female candidates to join the Executive Board.
The current Executive Board comprises four people with different career paths, a wide range of experience and varying expertise, including members with international experience. 25 % of Executive Board members are women. Further information can be found in the Corporate management declaration/HHLA’s current Executive Board/“Composition and diversity” and “Progress of the implementation”
In accordance with Article 10 (1) of the company’s articles of association, Sections 95 and 96 AktG and Section 7 of the German Co-Determination Act (MitbestG), the Supervisory Board consists of six shareholder representatives elected by the Annual General Meeting and six employee representatives elected in accordance with MitbestG. In view of the various requirements and recommendations relating to Supervisory Board composition, the Supervisory Board of HHLA regularly updates its requirement profile for the Supervisory Board. In addition to key legal requirements and the recommendations of the German Corporate Governance Code (GCGC) concerning the composition of the Supervisory Board, the requirements profile contains the Supervisory Board’s own objectives for its composition, the skills profile for the Board as a whole in line with the GCGC, and the diversity concept for the Supervisory Board, including the disclosures pursuant to Section 289f (2) no. 6 HGB. The requirements profile includes, in particular, aspects such as the proportion of women and diversity, educational and professional background, expertise, international background and age structure, independence and conflicts of interest, as well as term limits and availability. According to Section 96(2) AktG, the Supervisory Board must also consist of at least 30 % each of women and men. Furthermore, the Supervisory Board has set itself the medium-term goal of ensuring that 50 % of its shareholder representatives are women.
The current Supervisory Board is composed of people with different career paths, a wide range of experience and varying expertise, including members with international experience. Through their training, professional experience and expertise, all members of the Supervisory Board have knowledge and expertise in the areas that are relevant to the company, in particular the core business areas of transport and logistics (specifically, port logistics), intermodal and real estate. Women make up 33.3 % of the Supervisory Board. In the Chair of the Supervisory Board, HHLA currently has one fully independent member within the meaning of the GCGC. The proportion of independent members on the shareholders’ side therefore comes to 16.7 %. Assuming that, among the workers’ representatives, at least the two trade union representatives can be regarded as independent, the proportion of independent members on the Supervisory Board as a whole is 25 %. Further information can be found in Corporate management declaration/HHLA’s Supervisory Board/“Composition and diversity” and“Requirement profile”.
Sustainability aspects within the Executive Board and Supervisory Board
Responsibilities for sustainability issues, including impacts, risks and opportunities at HHLA, are based primarily on the Executive Board’s schedule of responsibilities, the Supervisory Board’s rules of procedure and HHLA’s Group guidelines.
Operational monitoring and management of material impacts, risks and opportunities is the responsibility of the individual specialist functions. They deliver ongoing reports on current developments within their organisational structure to the responsible Executive Board member.
The evaluation of the impact of social and environmental factors on the company, the impact of business activities on people and the environment, the associated risks and opportunities and the definition of the sustainability strategy and its implementation are also matters that fall within the Executive Board’s fundamental sphere of responsibility (see in particular Section 76(1) AktG and Section A.I. GCGC). Within the Executive Board, the Chief Executive Officer is primarily responsible for sustainability and energy management issues. He is supported in this work primarily by the Sustainability/Energy Management department, which bears Group-wide responsibility for sustainability topics, collects information centrally and reports directly, generally at least monthly, to the Chief Executive Officer, who, in turn, informs the entire Executive Board. The Compliance Department also reports on a regular basis on compliance issues to the member of the Executive Board responsible for legal affairs and human resources. Finally, the Finance and Controlling department is responsible for risk and opportunity management within the Group and reports regularly to the member of the Executive Board responsible for finance. The relevant responsibilities within the Executive Board are set out in the Executive Board’s schedule of responsibilities.
In line with its duties under stock corporation law and the recommendations set out in the GCGC, sustainability topics are also part of the Supervisory Board’s monitoring of, and advice to, the Executive Board. As a general rule, the entire Supervisory Board is responsible for performing this task. To this end, it regularly discusses and coordinates the sustainability strategy with the Executive Board, which also includes targets and KPIs. The Executive Board regularly reports to the Supervisory Board about the status of the target attainment. As part of the quarterly reporting at the regular Supervisory Board meetings, the Executive Board also updates the Supervisory Board on the Group’s business development, which includes addressing the material impacts of social and environmental factors on the company, the impact of business activities on people and the environment, and the associated risks and opportunities. Quarterly reporting to the Audit Committee also covers compliance and risk management. At the last few regular meetings of the year, the Audit Committee and the Supervisory Board also deal with the annual report of the Compliance Officer and the results of the annual risk and opportunity inventory. As part of the planning process, the Executive Board also provides information on the status of, and targets for, key non-financial metrics, in particular CO2 emissions. This reporting ensures that the Supervisory Board can fulfil its assigned role and responsibilities, including with regard to sustainability issues and the associated impacts, risks and opportunities.
Definitions and calculation methods
HHLA is climate-neutral if
at least 90 % of its Scope 1 and Scope 2 emissions (market-based) have been reduced to zero and
the remaining emissions are compensated by means of carbon capture or high-quality offset schemes.
As a result of their professional experience, the members of the Executive and Supervisory Boards have expertise in matters relating to sustainability, particularly in topics identified as being of specific relevance to HHLA; namely: climate change mitigation and the shift towards carbon-neutrality, good and safe working conditions, and assurance of compliance. This expertise is enhanced and expanded on a constant basis thanks to regular training on sustainability topics, for example, trainings on sustainability topics and information for the Audit Committee and Supervisory Board on developments in the field of sustainability reporting. Furthermore, the Executive Board, and – if required – the Supervisory Board, can call on internal expertise. In addition to the Sustainability/Energy Management Department, support is also available from the Corporate Sustainability Board, which is made up of representatives from different departments and assists with sustainability-related matters. Other specialist departments, such as Compliance or Health and Safety, may also be consulted. Where necessary, or where it makes sense to do so, external expertise can be called upon, such as in the context of certifications or market comparisons.
In line with the findings of the materiality assessment, the existing “Balanced Logistics” sustainability strategy aims to find the right balance between economic success, good working conditions, social responsibility, and environmental and climate protection. Major aspects include identifying and establishing sustainable business models, contributing towards climate change mitigation, particularly by reducing carbon emissions and expanding climate-friendly intermodal transport as well as maintaining good, safe working conditions and safeguarding compliance. Further information can be found in the section Strategy and management
In order to track the implementation of the strategy, the Executive Board sets targets and determines relevant key performance indicators (KPIs). To date, the Executive Board has established three KPIs; namely, achieving climate-neutral status (Scope 1 and 2) by 2040 and, as interim targets, halving CO2 emissions by 2030, increasing the proportion of goods climate-friednly transported by rail to 2 million TEU by 2030, and maintaining the number of employees throughout the Group. The progress made in achieving these targets is tracked using the KPIs before being reported to the Executive Board.
In the 2025 financial year, the Executive Board and Supervisory Board focused primarily on the status of CSRD implementation and HHLA’s sustainability strategy. The Executive Board and Supervisory Board were regularly informed of the key metrics relating to the sustainability strategy; the Executive Board was generally informed on a monthly basis while the Supervisory Board was informed in particular at the financial statements meeting held in March and the planning meeting in December. The Executive Board and the Supervisory Board also regularly discussed the geopolitical and economic framework and the associated impacts, risks and opportunities for the HHLA Group. This included, in particular, the effects of the wars in Ukraine and the Middle East, the tariff dispute with the US and the general market situation for shipping companies and competitors. IT security and compliance were discussed in depth as part of the risk and opportunity inventory and the Compliance Officer’s annual report.
Incorporation of sustainability aspects into incentive systems
The remuneration paid to the HHLA Supervisory Board is defined by the Annual General Meeting. The remuneration paid to the HHLA Executive Board is defined by the Supervisory Board. This remuneration is set, in each case, based on remuneration systems that are regularly submitted to the Annual General Meeting for approval, at least every four years and in the event of any significant changes.
The remuneration system for members of the HHLA Supervisory Board provides for fixed remuneration plus a meeting attendance fee, without any variable components and therefore without any sustainability-related components. The Supervisory Board members are furthermore included in the D&O-liability insurance maintained by the company. In the view of the Executive Board and the Supervisory Board, the fixed remuneration system is best placed to safeguard the independence of Supervisory Board members and the unbiased performance of their advisory and monitoring activities – regardless of the financial success of the company.
The remuneration paid to HHLA’s Executive Board consists of fixed remuneration, fringe benefits, pension benefits and variable performance-related pay. The variable remuneration (bonus) in turn comprises two components – participation in the adjusted EBIT (“EBIT component”) and a target amount (“sustainability component”).
The sustainability component comprises sub-targets for the areas relating to financial performance (ROCE), environment (reduction in carbon emissions) and social matters (headcount, training and qualification ratio, and health ratio). All targets are measured on the basis of the current financial year and the two preceding financial years.
The sustainability component is calculated by multiplying the individual target amount in euros by the sustainability targets achieved. The target amount corresponds to 50 % of the maximum achievable performance-related remuneration. Overall target achievement for the sustainability component is calculated as the total target attainments in the individual areas of economy, environment and social, the last of these being made up in turn of three equally weighted parts. The target amounts for the individual components – each based on the target amount for the sustainability component – are 50 % for the economy sub-area, 20 % for the environmental sub-area and 10 % each for the three social sub-targets.
Performance-related pay in the environmental sub-area is linked to the achievement of the carbon reduction. The achievement of targets is measured on the basis of the percentage reduction in carbon emissions per container handled and transported within the HHLA Group over a three-year measurement period. Climate change
If the total target achievement for the individual sub-targets of the sustainability component comes to less than 50 % overall, the pro rata target amount is not paid out. The total variable remuneration is capped at 100 % of the fixed salary. The individual sub-targets are not capped.
More detailed information on the remuneration paid to the Executive Board and Supervisory Board, in particular regarding targets and the calculation of variable Executive Board pay and the related sustainability aspects, can be found in the Remuneration Report.