Corporate Governance Statement

HUGO BOSS operates in a large number of countries and therefore in different legal frameworks. At HUGO BOSS, corporate compliance is a key responsibility of the Managing Board, comprising measures to ensure adherence to statutory and other legal requirements, internal corporate policies, and codices. This includes, among other things, data protection, antitrust and anti-corruption regulations, as well as the provisions of capital market law. HUGO BOSS expects all employees to act in a legally impeccable manner at all times in their day-to-day work.

The Compliance & Human Rights Officer reports to the General Counsel in his role as Chief Compliance Officer and supports the Managing Board in monitoring effective compliance management. Together with the compliance officers in the Group companies, the Compliance & Human Rights Officer ensures that the compliance program is implemented and continuously developed throughout the Group. The Audit Committee is regularly informed about the activities of the Compliance department.

HUGO BOSS has summarized Group-wide principles of conduct in a Code of Conduct and in more detailed Group policies, thus creating the basis for ensuring the legality of all employee activities. The focus is on regulations governing conduct in compliance with competition and antitrust law, the avoidance of conflicts of interest, the appropriate handling of company information, data protection, fair working conditions and respectful treatment, as well as anti-corruption. Employees are continuously familiarized with the regulations of the Code of Conduct and the Group policies. In addition to face-to-face training sessions, HUGO BOSS also offers an e-learning program to be completed regularly by all employees with computer access. HUGO BOSS does not tolerate any form of deliberate misconduct or persistent violations of the Code of Conduct and the Group policies.

Employees can obtain support and advice on matters concerning legal conduct from their supervisors or the Compliance department. As a supplementary reporting channel, HUGO BOSS has also established a Group-wide ombudsperson system. Employees, suppliers, and trading partners can contact an external ombudsperson in confidence in case of any indications of fraud, infringements of antitrust law, or breaches of compliance guidelines. If desired, this can also be done anonymously. The ombudsperson’s contact details are available to all employees via the Company’s intranet and can also be found in the Sustainability section of this website. The same applies to the HUGO BOSS ”Speak up Channel,” which also offers the opportunity to report misconduct and criminal offenses confidentially and anonymously. HUGO BOSS has also published important information on the protection of whistleblowers and the handling of reports in a whistleblower policy on this website and intranet.

HUGO BOSS reports regularly, comprehensively, and without delay on its business development, operational and financial performance, as well as material changes within the Group. The Investor Relations activities include regular dialog with institutional investors, financial analysts, and private shareholders. As part of the annual and quarterly financial results releases, audio or videoconference calls are held for financial analysts and institutional investors to elaborate on the operational and financial performance. The Group’s strategy and relevant strategic developments are also discussed in detail at a Capital Markets Day on a regular basis. In addition to dedicated events at which HUGO BOSS presents itself to private investors, the Annual General Meeting offers a further opportunity to obtain comprehensive information about the Company’s performance. All key information and financial releases, such aspress releases, voting rights notifications, financial reports, the financial calendar, and presentations of roadshows and conferences, are published on this website.

The Managing Board of HUGO BOSS consists of the Chairman of the Managing Board and the members of the Managing Board with equal rights and their respective areas of responsibility. At the end of fiscal year 2023, the Managing Board comprised three members

The HUGO BOSS Group is managed by the Managing Board of the parent company HUGO BOSS AG, in which all of the Group management functions are bundled. The Managing Board’s core duties include developing and successfully executing the Group strategy, corporate finance, risk management (including the implementation and monitoring of the risk management and internal control system), decisions on the collections, product sourcing, and management of the global distribution network. In addition, the Managing Board is responsible for preparing the annual, consolidated, and interim financial statements, and for representing the Company to the media and the capital market.

The bylaws of the Managing Board govern the internal organization of the Managing Board, in particular the allocation of duties among its members as well as the procedure for adopting resolutions. The bylaws also define the disclosure and reporting duties as well as all matters requiring the approval of the Supervisory Board. The bylaws of the Managing Board are available here.

The Supervisory Board pays attention to diversity in the composition of the Managing Board (diversity concept for the Managing Board). Diversity among the Managing Board’s members serves to ensure the Company’s long-term success. The Supervisory Board takes account of several aspects in the composition of the Managing Board, including:

• Members of the Managing Board should have long-standing management experience.
• Members of the Managing Board should have an international background (i.e., individuals who possess experience gained outside Germany due to current or past activities and/or who hold non-German citizenship).
• As many different educational and professional backgrounds as possible should be represented in the Managing Board.
• In addition to the legally required qualifications, the Managing Board should have members with knowledge of branding, supply chain matters, and distribution.
• To ensure long-term succession planning, the Managing Board should have a good balance of ages among its members.
• The Supervisory Board is pursuing the target of having at least one woman on the Managing Board by December 31, 2028, at the latest.
• Members of the Managing Board may not, as a rule, be older than 60 years of age when they are appointed.

Decisions on the specific composition of the Managing Board are made by the Supervisory Board in the interest of the Company and consider all circumstances of the individual case. Except for the target for the proportion of women on the Managing Board, the aforementioned composition targets were achieved throughout the reporting period.

Pursuant to Sec. 111 (5) AktG [“Aktiengesetz”: German Stock Corporation Act], the Supervisory Board had set the target of having at least one woman on the Managing Board of the Company for the period up to December 31, 2023, but did not meet this target. There were no new appointments to the Managing Board of HUGO BOSS during the reference period. Only the contracts of the existing Managing Board members were extended. The Supervisory Board strives to ensure an appropriate representation of women on the Managing Board. However, when making personnel decisions, the Supervisory Board pays particular attention to maintaining business continuity and continuing the successful cooperation with and within the existing Managing Board. At the same time, the Supervisory Board did not consider it justified to intervene in the composition of the existing Managing Board solely to achieve the target. Consequently, pursuant to Sec. 111 (5) AktG [“Aktiengesetz”: German Stock Corporation Act], the Supervisory Board of HUGO BOSS has again set the target of having at least one woman on the Managing Board for the reference period up to December 31, 2028.

The GCGC stipulates that the Managing Board shall pay attention to diversity when filling management positions in the Company and shall in particular strive for an appropriate consideration of women. The Managing Board of HUGO BOSS is committed to this objective. It has already paid attention to the diversity of the workforce in the past and will continue to do so in future. Pursuant to Sec. 76 (4) AktG, the Managing Board has set the target of achieving a proportion of women of at least 40% at the first management level, and at least 50% at the second management level below the Managing Board for the reference period up to December 31, 2025. As of December 31, 2023, the proportion of women at the first management level below the Managing Board was 29%, while it was 44% at the second management level below the Managing Board. Both proportions were hence broadly in line with the prior-year level (December 31, 2022: 28% and 46%, respectively). HUGO BOSS strives to ensure that all genders are adequately represented within its workforce. However, positions are filled solely based on the qualifications of the applicants, even if this might lead to a proportion of women that is lower than the target.

Jointly with the Managing Board, the Supervisory Board is responsible for long-term succession planning for the Managing Board. In this context, the Supervisory Board considers the target for the proportion of women on the Managing Board and the criteria set out in the diversity concept for the Managing Board as well as the requirements of the German Stock Corporation Act (Aktiengesetz) and the GCGC. Respecting the specific qualification requirements and the aforementioned criteria, the Personnel Committee draws up an ideal profile, based on which it compiles a shortlist of available candidates. Interviews are then conducted with these candidates before a recommendation is submitted to the Supervisory Board for approval. When developing the requirement profiles and selecting the candidates, the Supervisory Board is supported, if necessary, by external consultants.

HUGO BOSS attaches great importance both to the competencies and independence of the Supervisory Board members as well as to diversity in the composition of the Supervisory Board. The members of the Supervisory Board of HUGO BOSS have the necessary knowledge, skills, and professional experience to duly perform their duties.

In accordance with the recommendation in Sec. C.1 of the GCGC, the Supervisory Board adopted a Supervisory Board competency profile and set specific targets for its composition. Accordingly, the Supervisory Board should include at least two members with an international background. In fiscal year 2023, the Supervisory Board had three members who were nationals of countries other than Germany. In addition, several Supervisory Board members with German nationality have international professional experience. Furthermore, none of the members may have any potential conflicts of interest. No conflicts of interest of members of the Supervisory Board were reported in fiscal year 2023. None of the current members of the Supervisory Board previously held a Managing Board position within the Company. There were also no advisory or other service agreements in place between members of the Supervisory Board and the Company in the reporting year.

In addition, no member of the Supervisory Board should be older than 69 years at the time of election. However, the Supervisory Board has not set a standard limit for the length of membership of the Supervisory Board. HUGO BOSS is of the opinion that a predefined length of membership is not appropriate, as the Company also benefits from the expertise of long-standing Supervisory Board members

The Supervisory Board has also defined a specific target regarding the number of independent members of the Supervisory Board within the meaning of the GCGC. Accordingly, of the twelve members of the Supervisory Board, a total of at least nine members shall be independent. In addition to the six employee representatives, the four shareholder representatives Iris Epple-Righi, Christina Rosenberg, Robin J. Stalker, and Hermann Waldemer are to be regarded as independent within the meaning of the recommendation in Sec. C.6 of the GCGC.

The Supervisory Board also adopted the following additional composition targets, with the aid of which diversity on the Supervisory Board is to be achieved (diversity and competency concept for the Supervisory Board):

• The Supervisory Board should have at least two members with an international background (i.e.,persons who possess experience gained outside Germany due to current or past activities and/or hold non-German citizenship).
• The Supervisory Board should have at least one member with expertise in the area of accounting and at least one member with expertise in the area of auditing.
• The Supervisory Board should have at least one member holding expertise in branding, supply chain, and/or national or international distribution matters.
• The Supervisory Board should have at least two members who are currently or formerly managers of another company.
• The Supervisory Board should have at least four members possessing extensive knowledge and expertise of the Company itself. This shall include expertise regarding sustainability matters relevant to the Company.
• Aside from the employee representatives, the Supervisory Board should have at least three members who are independent.

All composition targets were either reached or exceeded throughout the reporting period, with the implementation status of the diversity and competency concept being disclosed here.

The Supervisory Board currently comprises five women, with the gender quota pursuant to Sec. 96 (2) AktG being met separately with three female representatives on the employee side and two female representatives on the shareholder side.

The Supervisory Board regularly reviews the efficiency of its activities. In fiscal year 2023, as in previous years, the assessment of the members of the Supervisory Board was obtained by means of a comprehensive questionnaire. The external evaluation of the completed questionnaires and the suggestions for improvement contained therein were analyzed and discussed in detail at the Supervisory Board meeting on December 6, 2023. The Supervisory Board drew an overall favorable conclusion.

The Supervisory Board has adopted bylaws, which, among other things, govern its duties and responsibilities as well as the procedures for convening, preparing, and chairing meetings and for passing resolutions. The bylaws of the Supervisory Board are available here.

The Audit Committee, which has equal representation of shareholders and employees, consists of six members elected by the members of the Supervisory Board. In accordance with the GCGC, the Chairman of the Committee shall be independent. The Audit Committee is responsible for monitoring the financial reporting process, the effectiveness of the systems of internal control, risk management, information security, and internal auditing, as well as the audit of the annual financial statements. In particular, it has the following duties:

• To perform a preliminary audit of the annual financial statements and the consolidated financial statements, the combined management report of HUGO BOSS AG and the Group, and the profit appropriation proposal, to discuss the audit report with the external auditor, and to prepare the Supervisory Board’s decision on the approval of the annual financial statements and the consolidated financial statements; 
• To examine the quarterly reports (interim reports and quarterly statements) and discuss them with the Managing Board;
• To prepare the Supervisory Board’s proposal to the Annual General Meeting for the appointment of an auditor, and, in particular, review of the auditor’s independence, and the additional services provided by the auditor;
• Following consultation with the Managing Board, to engage the external auditor and to sign the corresponding fee agreement for the audit of the annual financial statements and the consolidated financial statements on the basis of the resolution passed at the Annual General Meeting, including the determination of the key audit matters and the auditor’s reporting duties towards the Supervisory Board;
• To verify compliance to legal requirements and internal Company guidelines.
• Review current information security and threat situation with the Information Security Officer. Verification of actions taken to protect the company from cyber attacks.

The Supervisory Board assured itself that Robin J. Stalker, Chairman of the Audit Committee, is independent.

Pursuant to the German Stock Corporation Act, the Supervisory Board must have at least one member with expertise in accounting and at least one additional member with expertise in the auditing of financial statements. According to the GCGC, expertise in accounting consists of specialist knowledge and experience in the application of accounting principles and internal control and risk management systems, while expertise in auditing consists of specialist knowledge and experience in the auditing of financial statements. Accounting and auditing also include sustainability reporting and its audit and assurance. In the persons of Hermann Waldemer and Robin J. Stalker, the Supervisory Board and the Audit Committee have two members with expertise in both the area of accounting and the auditing of financial statements, thus complying with the requirements of the German Stock Corporation Act. Pursuant to the GCGC, the Chairman of the Audit Committee shall be an expert in at least one of these two areas while also being independent. The Chairman of the Audit Committee, Robin J. Stalker, fulfills both these requirements.

In the course of his professional career, Hermann Waldemer has gained extensive knowledge in the application of accounting principles and internal control and risk management systems as well as in the field of auditing financial statements during his work as a certified tax consultant and certified public accountant, before serving for many years as Chief Financial Officer of a publicly listed international company. He deepened and broadened this experience at HUGO BOSS, having served as the Chairman of the Audit Committee between 2015 and 2020 before having been appointed Chairman of the Supervisory Board in 2020. He actively applies this expertise for the benefit of the Supervisory Board and the Audit Committee of HUGO BOSS.

Robin J. Stalker started his professional career as chartered accountant at a major auditing firm before serving more than 15 years as Chief Financial Officer of a publicly listed international company. He thus has comprehensive knowledge and expertise in the auditing of financial statements as well as in the application of accounting principles and internal control and risk management systems, including sustainability reporting. His activities as Chief Financial Officer of a publicly listed international company also include intensive engagement with non-financial aspects and the reporting thereon. Robin J. Stalker closely follows and monitors current developments in sustainability reporting, participates regularly in stakeholder dialogs, and actively applies this expertise for the benefit of the Supervisory Board and the Audit Committee of HUGO BOSS.

In total, the Audit Committee met four times in fiscal year 2023. The main agenda of its meetings concerned the financial reporting of HUGO BOSS AG and the Group with respect to the annual, half-yearly, and quarterly financial statements, the audit of the annual and consolidated financial statements, monitoring of the risk management and internal control system, IT security matters, compliance matters, and risk management. In addition, the Audit Committee requested the declaration of independence from the external auditor and convinced itself of the auditor’s independence. In addition to defining the key audit matters of the annual and consolidated financial statements for 2023 and mandating the external auditor, it approved non-audit services and placed a cap on the fees payable for such non-audit services. In addition, the results of the audit review of the combined non-financial statement were discussed.

The Audit Committee comprises the following members:

• Robin J. Stalker (Chairman)
• Andreas Flach 
• Gaetano Marzotto
• Sinan Piskin
• Bernd Simbeck
• Hermann Waldemer

The Personnel Committee, which has equal representation of shareholders and employees, consists of the Chairman of the Supervisory Board and five other members elected by the Supervisory Board from among its members. It decides on matters relating to the service agreements of the Managing Board members and other contractual matters (including those relating to former Managing Board members and their surviving dependents), prepares the decisions of the Supervisory Board on the appointment and, if necessary, dismissal of members of the Managing Board, and, together with the full Supervisory Board and the Managing Board, ensures long-term succession planning. Decisions concerning the compensation of Managing Board members (including former Managing Board members and their surviving dependents) as well as regular deliberation on and the review of the compensation system are the responsibility of the full Supervisory Board. However, the Personnel Committee submits proposals in preparation for decisions on these matters. In addition, the Personnel Committee makes decisions in accordance with Sec. 114 AktG (Contracts with Supervisory Board Members) and Sec. 115 AktG (Loans to Supervisory Board Members) as well as matters requiring the Supervisory Board’s consent in connection with senior management (including the granting of loans to senior management within the meaning of Sec. 89 (2) AktG). To the extent permitted by law, it represents the Company in transactions with Managing Board members (including former Managing Board members and their surviving dependents).

The Personnel Committee held four meetings in fiscal year 2023. It focused on succession and retention planning and filling strategically important management positions, the compensation system for the Supervisory Board, the target achievement for fiscal year 2022, and preparing the target agreements for the Managing Board.

The Personnel Committee comprises the following members:

• Hermann Waldemer (Chairman)
• Anita Kessel (until May 9, 2023)
• Daniela Liburdi (since May 10, 2023)
• Luca Marzotto
• Sinan Piskin
• Christina Rosenberg
• Bernd Simbeck.

The Working Committee, which has equal representation of shareholders and employees, consists of the Chairman of the Supervisory Board and five other members elected by members of the Supervisory Board, assisting and advising the Chairman of the Supervisory Board. In accordance with the statutory provisions, the Working Committee works closely with the Managing Board to prepare the meetings of the Supervisory Board. In particular, the Working Committee performs the monitoring duties between the meetings of the Supervisory Board. This does not prejudice the monitoring duties of the individual members of the Supervisory Board. The Working Committee makes decisions on transactions requiring consent in cases where the Supervisory Board has delegated its powers accordingly. To the extent permitted by law, the Working Committee is authorized to make decisions on urgent matters instead of the full Supervisory Board. In such cases, the Working Committee shall inform the Supervisory Board immediately in writing, and in detail verbally, at the next Supervisory Board meeting about the decision, the reasons, and the necessity of the Committee's resolution.

The Working Committee met four times in fiscal year 2023 and dealt with the current business performance, the strategic alignment of the Group, and preparations for the Annual General Meeting. In addition, the Working Committee also discussed two lease extensions in the U.S. as well as the Company’s sport sponsoring activities. It furthermore approved the issue of the Company’s first Schuldschein and a local financing agreement for the subsidiary in Brazil.

The Working Committee comprises the following members:

• Hermann Waldemer (Chairman)
• Iris Epple-Righi
• Katharina Herzog
• Luca Marzotto
• Tanja Silvana Nitschke
• Sinan Piskin

The Nomination Committee consists of two members elected by the shareholder representatives of the Supervisory Board and is thus composed exclusively of shareholder representatives in accordance with the recommendation in Sec. D.4 of the GCGC. Its task is to identify suitable candidates for the election of shareholder representatives to the Supervisory Board, and to propose them to the Supervisory Board for its election proposals at the Annual General Meeting.

The Nomination Committee did not meet in the last fiscal year.

The Nomination Committee comprises the following members:

• Hermann Waldemer (Chairman)
• Gaetano Marzotto.

The Mediation Committee consists of the Chairman of the Supervisory Board, its Deputy, and one member each elected by the employee and shareholder representatives on the Supervisory Board by a majority of the votes cast. Its sole purpose is to perform the duties referred to in Sec. 27 (3) and Sec. 31 (3) Sentence 1 MitbestG [“Mitbestimmungsgesetz”: German Co-Determination Act]. Accordingly, the Mediation Committee makes proposals for the appointment of members of the Managing Board if a previous proposal has not received the legally required majority.

The Mediation Committee did not meet in the last fiscal year.

The Mediation Committee comprises the following members:

• Hermann Waldemer (Chairman)
• Daniela Liburdi 
• Gaetano Marzotto
• Sinan Piskin