Governance

The role of the administrative, management and supervisory bodies

As a stock corporation under German law, Bechtle AG operates according to the classic dualistic principle. The four-member Executive Board is the statutory body that decides on the management of the entity and represents it externally. The Executive Board is responsible for corporate policy and the long-term strategic direction. At Bechtle AG, it consists of one woman (25 per cent) and three men (75 per cent) – i.e. a ratio of 1: 3. All four members of the Executive Board have expertise commensurate with their departmental responsibilities, their areas of responsibility and their overall responsibility for the company.

The second body is the Supervisory Board. At Bechtle, it consists of 16 persons in accordance with the statutory provisions. It is elected 50 per cent by the shareholders at the Annual General Meeting and the other half by the German own workforce of the Bechtle Group. They also elect the two unionised external own workforce representatives. In total, it consists of six women (38 per cent) and ten men (62 per cent), which corresponds to a ratio of 3: 5. The Supervisory Board acts as a supervisory body, appoints the Executive Board and monitors its work, including the areas of business administration, corporate governance and sustainability.

The Supervisory Board has extensive expertise in various areas of corporate governance. The appointment process concerning shareholder side members ensures that they have the necessary knowledge and experience.

Due to the international orientation of the company, it was decided that the Supervisory Board should include at least two members who especially fulfil the criterion of internationality. In addition, at least four shareholder representatives should be independent. All members (100 per cent) of the shareholder groups currently fulfil this criterion. The members of the Supervisory Board have extensive experience in various areas that are important concerning Bechtle. The Chairman of the Supervisory Board, Klaus Winkler, has many years of management experience and a deep understanding of the IT sector. Other members contribute expertise in the areas of IT services, e-commerce, finance and international business development. According to their own statements, the majority of Supervisory Board members have expertise in sustainability issues that are important to the company. These are closely related to the material effects of our IT portfolio and our business activities on the environment and people along the value chain, as well as the associated risks and opportunities concerning Bechtle. The qualifications and competences of the Supervisory Board reflect the impacts, risks and opportunities (IROs) areas of digital transformation, supply chains & compliance, environmental impacts and social aspects, among others. If additional specialist or legal advice is required in connection with sustainability aspects and material IROs, this is requested by the governance bodies. Internally, experts are available from the specialist departments Corporate Sustainability Management, Human Resources, Group Controlling, Logistics and Service, Mobility, Human Resources Development, Legal and Compliance, Facility Management and Bechtle IT. External experts are also consulted as required.

Responsibilities within the Executive Board are clearly defined in the schedule of responsibilities and the Executive Board’s rules of procedure and are decided by the full Executive Board. The Corporate Sustainability Management department was assigned to Executive Board member Antje Leminsky by the full Executive Board. As the monitoring of material impacts, risks and opportunities in relation to sustainability is relevant across all departments, the entire Executive Board (Dr. Thomas Olemotz, Antje Leminsky, Michael Guschlbauer and Konstantin Ebert) also bears joint responsibility as is the case with general opportunity and risk management. As far as the Supervisory Board is concerned, responsibility lies with the Audit Committee, which is made up of Supervisory Board members Klaus Winkler, Uli Drautz, Daniela Eberle, Kurt Dobitsch and Sandra Stegmann. In this respect, the full Executive Board and the Audit Committee are also responsible for supervising the procedure concerning dealing with material impacts, risks and opportunities. In addition, the Executive Board regularly informs the Supervisory Board. In 2025, the Supervisory Board and the Audit Committee were each informed about sustainability issues at two meetings by Executive Board member Antje Leminsky. In addition, a quarterly update on material metrics, targets and actions of Corporate Sustainability Management is planned for the 2026 fiscal year.

The Supervisory Board has so far fulfilled its duty to audit the non-financial statement in accordance with the CSR Directive Implementation Act (CSR-RUG) and is now comprehensively auditing the progress of the targets and actions defined in the sustainability strategy in compliance with the sustainability statement in accordance with CSRD. The double materiality analysis was carried out for the first time on the 2024 report and updated for the 2025 fiscal year. The Supervisory Board is auditing the management of the identified IROs in compliance with the sustainability statement. The material opportunities and risks identified concerning Bechtle, as well as their effects are included in the risk pool of the centralised group risk management. The close cooperation between Corporate Sustainability Management and Central Risk Management links financial and non-financial risks and creates a holistic risk approach that takes into account the interactions between different risk categories.

Within the internal Bechtle structure, Corporate Sustainability Management works together with all relevant departments on the implementation of the Sustainability Strategy 2030 and thus has an eye on all possible and material IROs of the ESG sub-areas. The measurements concerning each sub-area are carried out by the Sustainability Division Management together with the responsible Executive Board member. The measurement results are documented in a separate record. Central Risk Management acts in an advisory capacity here. In the next step, all identified A-risks are discussed at the group Executive Board meeting, which is organised by the Central Risk Management department, and assessed by the Executive Board from the group’s perspective.

Following the assessment by the group Executive Board, the agreed A-risks are recorded together with explanations that include the respective area of responsibility and the status of the measure. They are then requested for the Supervisory Board meeting in the fourth quarter and discussed there by the Audit Committee.

Further information on the underlying processes and the integration of sustainability risk management into the overall risk management system can be found in the risk management section.

Operationally, Corporate Sustainability Management monitors which targets are set in connection with material IROs and regularly informs the responsible Executive Board member. She informs the full Executive Board and the Supervisory Board about particularly relevant aspects.

Information provided to and sustainability matters addressed by the entity’s administrative, management and supervisory bodies

The Executive Board member responsible for sustainability was involved in the key sustainability issues on a fortnightly basis during the reporting period and was involved in their strategic management and further development. The project team explained the results of the updated materiality analysis, which includes all IROs identified as material. In addition, Corporate Sustainability Management regularly reported on the implementation status and effectiveness of the actions, metrics and targets adopted as part of the sustainability strategy.

The Audit Committee of the Supervisory Board and, in some cases, the entire Supervisory Board, discussed in four meetings in 2025 sustainability aspects, amongst them the disclosure requirements relating to sustainability reporting including new metrics and the presentation of the climate protection strategy and the transition plan. The Supervisory Board and Audit Committee also received an overview of a large number of projects, including the validation of the SBTi (Science Based Targets initiative) objectives, the diversity strategy and the sustainable sales concept.

How material IROs will be explicitly covered in the monitoring of corporate strategy and decisions on important transactions beyond the information on relevant sustainability aspects in future remains to be examined. In consultation with the Chairman of the Executive Board and the Executive Board member responsible for sustainability, the results of the materiality analysis were incorporated into the risk enquiry of the general risk management process. We are not aware of any compromises in connection with the material IROs.

Integration of sustainability-related performance in incentive schemes

The following cornerstones in particular were taken into account when structuring the remuneration system for the Executive Board: strategy, sustainability, pay for performance, appropriateness and compliance. To incentivise the long-term implementation of the corporate strategy, the members of the Executive Board receive long-term oriented variable compensation in addition to a short-term compensation component. Since the 2024 fiscal year, this long-term compensation has consisted of shares in the company.

After a vesting period of one year in the company and a holding period of four years, the shares have a performance period of five years. 75 per cent of the share remuneration is linked to a financial indicator (the company’s earnings before taxes – “EBT”) and 25 per cent to sustainability targets (environmental criteria – 10 per cent, social criteria – 10 per cent and governance criteria – 5 per cent). The ESG criteria used for this are determined by the Supervisory Board at the beginning of each vesting period. The ESG criteria for the 2025 vesting period were defined as follows

• Environment: The achievement of defined targets for CO₂ emissions intensity tCO₂e/million euros in relation to gross profit.

• Social: Succession planning for the second level of the Bechtle Group.

• Governance: Adaptation of the Executive Board’s rules of procedure to the changed departmental responsibilities and internal committee regulations for co-operation.

Statement on due diligence

In this sustainability statement, we provide information about our due diligence processes. The following table shows where the relevant information can be found in the sustainability statement.

Risk management and internal controls for sustainability reporting

Corporate Sustainability Management at Bechtle considers both financial risks concerning its own business activities and sustainability-related impacts. The system was adapted to comply with new regulatory requirements in 2024 and takes double materiality into account. The main features of sustainability risk management are its integration into group risk management, the methodical recording of risks and continuous adjustment and review. Responsibility for this lies with Corporate Sustainability Management. The system is regularly revised together with the central risk management department and adapted to changing framework conditions. Bechtle defines sustainability risks as risks concerning the company associated with social and environmental factors (outside-in perspective). We also consider the negative ecological and social impacts of our own business activities on the environment (inside-out perspective). We define positive impacts as the potentially positive ecological and social effects of our own business activities on the outside.

The following procedures and systems are used:

1. Identification of risks: Sustainability risks are recorded using various analysis methods and evaluated in a risk matrix.

2. Regular surveys: In addition to an annual main survey, there are surveys during the year to take current developments into account.

3. Risk management and monitoring: Risks are reduced through preventive actions (e.g. energy efficiency programmes, own workforce training).

4. Sustainability risk management is integrated into central risk management.

5. Reporting: Sustainability risks are communicated transparently in the annual report and to internal committees and the Supervisory Board.

6. Internal controls that we deem necessary for the reporting and preparation of the combined sustainability statement in accordance with the relevant regulations.

A standardised reporting process, a clear allocation of tasks and separation of functions in Corporate Sustainability Management by topic area and the use of a central data platform with defined approval and control processes ensure that the ESRS and EU taxonomy requirements are adhered to, errors and inconsistencies are avoided, and the data concerning sustainability reporting is processed completely and correctly.

All of the actions are aimed at recognising risks at an early stage, managing them and communicating them transparently.

For the two perspectives shown, the sustainability risks are measured differently. While the measurement of the sustainability risks of the outside-in perspective is aligned with the measurement according to conventional risk management, the measurement of the negative impacts of the inside-out perspective is only partly aligned with the conventional approach. The inside-out perspective basically evaluates according to the two dimensions of probability of occurrence and severity of impact (“extent of damage”). The definition of the classes of probability of occurrence takes place in the same way as in the conventional risk management system. However, a separate evaluation logic is used to assess the severity of the impact (“extent of damage”). This severity comprises measurements of the extent, scope and irreversibility of a potential occurrence of a risk. In summary, all identified sustainability risks are presented in a risk matrix.

The main risks identified relate to reputational risks and financial risks from ESG factors, ratings and competitive disadvantages. They are described in more detail in the Management of impacts, opportunities and risks section. The results of the risk assessment are incorporated directly into the long-term corporate strategy, particularly with regard to topics such as climate risks and ESG factors. We have taken specific mitigating actions, such as energy efficiency programmes and training for our own workforce to minimise risks. Corporate Sustainability Management works together with all relevant departments in this regard (including Legal & Compliance, Purchasing, HR and Finance, amongst others). Furthermore, the results are not considered in isolation but are integrated into the overarching risk management of Bechtle AG (“umbrella approach”). This enables a holistic view of financial and non-financial risks. (see also opportunity and risk report.)

Central risk management ensures the completeness of risk reporting in the management report and sends the risk report on the main survey to the entire Executive Board once a year after the second quarter of a fiscal year; the reports on the update surveys are sent four times a year on a quarterly basis. The detailed risk report on the main survey is passed on to the Audit Committee with supplementary documents and submitted to the Supervisory Board for their attention. As part of the main annual survey, a risk meeting lasting several hours is always held after the risks have been assessed. At this meeting, all assessments of sustainability risks rated at least “A” are discussed by the entire Executive Board.