Business model of the Group

Situation

Flughafen München GmbH (FMG) is headquartered in Munich. As the parent company of Munich Airport Group (Munich Airport), it is the operator of Munich’s commercial airport.

Munich Airport is active via the business units Aviation, Commercial Activities, Real Estate and Participations, Services & External Business. The service profile of the Group covers virtually all the services available on the airport campus – from air travel including passenger and cargo handling through to retailing, hotels, and catering services. This integrated business model and depth of added value sets Munich Airport apart from its European competitors.

Munich Airport is committed to a corporate policy of sustainability. The orientation toward economic, environmental, and social goals ensures acceptance of the airport and consequently the viability of its business model.

Main features of management and control

The owners of FMG are the Free State of Bavaria with 51.0 percent, the Federal Republic of Germany with 26.0 percent, and the City of Munich with 23.0 percent.

The shareholders’ general meeting is the highest monitoring and decision-making body. It decides unanimously on the Group’s business fundamentals, including such matters as airport expansion and borrowing. On all other issues, resolutions are adopted by a simple majority.

Governance structure

Governance structure (organizational chart)

Supervisory Board

FMG has a Supervisory Board, as specified in Article 1 (1), (6) of the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG). The Supervisory Board exercises monitoring and co-determination rights. It appoints members of the Executive Board and determines their remuneration. Transactions exceeding certain thresholds or terms require Supervisory Board approval. The employees’ representatives on the Supervisory Board are elected by the Group employees. The shareholders’ representatives are elected by the shareholders’ general meeting. The term in office of the Supervisory Board members ends with the shareholders’ general meeting that resolves on the formal discharge of the members for the fourth fiscal year after the start of their term in office.

The Supervisory Board has appointed a proposals committee, a working committee, and an HR committee. The proposals committee, working committee, and the HR committee were entrusted with the following tasks among others.

Committees in the Supervisory Board

 

 

 

Proposals committee

 

  • Right of proposal for the appointment of a member of the Executive Board in the event that voting in the Supervisory Board does not achieve the requisite two-thirds majority vote for the member of the Executive Board to be appointed in the first ballot

Working committee

 

  • Statement on the resolutions proposed by the Executive Board
  • Approval of certain legal transactions that exceed set maximum monetary values or terms

HR committee

 

  • Drafting of contracts of the managing directors (with the exception of remuneration), general representatives and authorized signatories
  • Approval of the establishment and amendment of remuneration rules outside the collective wage agreements of the Group, the recruitment or amendment of the salary level of certain employees above a specified salary level or remuneration level, and the introduction or amendment of company pension benefits, including the company pension scheme

Executive Board

The term of office of the members of the Executive Board of FMG is normally five years; reappointment or extension of the term in office is permissible. The Executive Board comprises three members and is responsible for the Group’s corporate policy and strategic focus. It determines the budget and monitors business developments.

The executive officers of FMG receive a fixed (salary) and a performance-related remuneration including short and medium-term incentives (bonus). The bonus is primarily linked to the consolidated profit before taxes.

Female quota

In the context of ensuring equal participation of women and men, the Supervisory Board and Executive Board of the parent company FMG stipulate targets and deadlines for the proportion of women on the Supervisory Board, Executive Board, and on the first two management levels.

As of June 30, 2020, the proportion of women on the Supervisory Board was 19 percent, and below the target of 31 percent. The rate of 25 percent is to be achieved by June 30, 2024. Supervisory Board elections and some changes of members took place during the assessment period. The employee representatives on the Supervisory Board are elected, while the shareholder representatives are mainly appointed on a function-specific basis. In this respect, the Supervisory Board’s ability to directly influence the proportion of women is limited.

The current share of women in the Executive Board of 33 percent met the target by June 30, 2020 and must be maintained until June 30, 2024.

The target for the proportion of female executives at the top management level of the Group parent company FMG of 19 percent was met in full as of June 30, 2020.

The proportion of female executives in the second-highest management level as of June 30, 2020 was 22 percent. The target of 29 percent was therefore not achieved. During the assessment period, four out of twelve positions were filled by women. Female applicants who met the requirements for the vacant positions were not available during all recruitment campaigns.

Based on the premise that structural and personnel changes will take place at the top and second highest management levels in the future, a target value for a proportion of women at the first management level was set to 25 percent as of June 30, 2024. The target for the second-highest management level was increased to 30 percent.

Business activities

Organizational structure

The Group’s organizational structure is divided into FMG’s business, service and corporate divisions. Commercial management and the internal reporting system are handled by the business units. The business units shown in the figure comprise the business and service divisions of FMG and the Group companies integrated in the business units. The business units are explained in the following sections.

Organizational structure of Munich Airport

1 MediCare Flughafen München Medizinisches Zentrum GmbH has a 100% equity interest in Munich AirportClinic GmbH.
2 AeroGround Flughafen München GmbH has a 100% equity interest in AeroGround Berlin GmbH.
3 Munich Airport International GmbH has a 100% equity interest in Munich Airport US Holding LLC, a 60% equity interest in amd.sigma strategic airport development GmbH, and a 50% equity interest in ORAT AMS Group V.O.F.. Munich Airport US Holding LLC in turn has a 100% equity interest in EWR Terminal One LLC and a 51% equity interest in Reach Airport LLC.

There have been no fundamental changes to the legal and organizational structure in the 2020 fiscal year, compared with the previous year. There have been no material increases or reductions in shares. A detailed overview of the ownership structure is included in the notes to the consolidated statements.

In the 2020 fiscal year, Munich Airport International GmbH (hereinafter MAI) founded ORAT AMS Group V.O.F., Amsterdam/Netherlands, with Arup B.V., Amsterdam/Netherlands, each holding a 50 percent stake, to further expand international business activities.

In total, the Group comprises 16 fully consolidated companies, two associates, a joint operation, and four companies that are not consolidated. These are directed by Corporate Controlling and Investment Management in line with the business division strategy assigned in each case.

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