Corporate Governance

SAP sees effective corporate governance as critical to achieving corporate goals and increasing the company's value. Naturally, openness about the company's corporate governance principles, practice, and structure is itself an important element in SAP's policy.

Corporate Governance Elements

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  • Managing and Supervisory Boards

    SAP's corporate governance structure follows Germany's system of corporate governance. This structure separates management and supervisory functions into two distinct bodies: the Executive Board and the Supervisory Board. Since governance in Germany includes employee participation, the SAP Supervisory Board includes employee members. The SAP Global Managing Board was established in May 2012 in addition to the SAP Executive Board, which retains ultimate responsibility for overseeing and deciding on the activities of the company. The Global Managing Board allows SAP to appoint a broader range of global leaders to help steer the organization.

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  • Directors´ Dealings

    According to the German Securities Trading Act (WpHG), the members of the executive board and supervisory board as well as all other persons discharging managerial responsibilities (senior executives) in German listed companies have to notify both the company and the German Federal Financial Supervisory Authority (BaFin) if they acquire or dispose of shares in the company or rights related to these shares. Certain people who are closely related to board members or senior executives, such as spouses and dependent children, are under the same obligation. Furthermore, legal persons, companies, and organizations for which board members, senior executives, or persons closely related to them discharge managerial responsibilities or that are controlled by such persons are also obliged to give notification.

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  • General Meetings of Shareholders

    The General Meeting of Shareholders is a meeting to which all of the Company's shareholders are invited. The Executive Board calls an Annual General Meeting of Shareholders at least once a year. The Annual General Meeting of Shareholders makes certain fundamental decisions concerning, for example, the appropriation of retained earnings, whether to formally accept the acts of the Executive Board and the Executive Board in the past year, and whom to appoint as the auditor. It elects shareholder members to the Supervisory Board, it can amend the Company's Articles of Incorporation, and it decides significant corporate actions.

    SAP's Annual General Meeting takes place in Mannheim, Germany – usually in May or June.

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  • Policies and Statutes

    At SAP, we believe that we have a responsibility to maintain shareholder, customer, and employee confidence in the Company's high standards of governance and accountability. This confidence is essential to everything we do in business and allows us to measure our level of success. Key policies and statutes for the governance and control of SAP include:

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  • Corporate Governance Statement and Corporate Governance Report

    According to Section 289a of the German Commercial Code and the recommendation of the German Corporate Governance Code in Section 3.10 SAP AG yearly publishes a Corporate Governance Statement and a Corporate Governance Report. Both documents are available here:

    Corporate Governance Statement February 19, 2014

    Corporate-Governance-Report 2013

    • The Corporate Governance Report 2013 is available here.

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  • Beneficial Ownership Reports

    SAP voluntarily publishes filings with the SEC under Section 16 (a) of the Securities Exchange Act on this page.
    Under Section 16 (a) of the U.S. Securities Exchange Act, SAP is required to file reports with the SEC if:

    • SAP becomes beneficial owner of more than 10% of any class of equity security registered under Section 12 of the U.S. Securities Exchange Act
    • A beneficial ownership reported by SAP to the SEC changes
    • SAP purchases or sells a security-based swap agreement involving the equity securities for which the beneficial ownership was reported to the SEC

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