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 flight operations to passenger and cargo handling through to retail, hotel, and catering. 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, ecological, 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%, the Federal Republic of Germany with 26.0%, and the City of Munich with 23.0%.

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. With the exception of central decisions, resolutions are adopted by simple majority.

Governance structure

Governance structure (organizational chart)

Supervisory Board

FMG has a Supervisory Board pursuant to Sections 1 (1) and 6 of the German Codetermination Act (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 appointed 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

 

  • Opinion on draft resolutions of the Executive Board requiring the approval of the Supervisory Board
  • Approval in lieu of the Supervisory Board of certain legal transactions that exceed set thresholds or terms

HR committee

 

  • Drafting of management contracts (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

As a rule, the members of FMG’s Executive Board are appointed for five years; reappointment is permitted. The Executive Board consists of three members, represents FMG externally and is responsible for corporate policy and the strategic direction of the Group. It presents the business plan and manages business development.

FMG’s managing directors receive non-performance-related compensation (fixed salary) and performance-related compensation with short- and medium-term incentives (bonus). The bonus is primarily linked to the consolidated earnings 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.

A target of 25% women has been set for the Supervisory Board by June 30, 2024. 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 possibility of directly influencing the proportion of women on the Supervisory Board is limited.

The current proportion of women on the Executive Board of 33% is to be maintained until June 30, 2024.

Based on the premise that structural and personnel changes will take place at the two highest management levels as part of the «Restart» change program, a target for a proportion of women at the first management level was set at 25% by June 30, 2024. For the second highest management level, the target value was set at 30%.

Activities

Organizational structure

The Group’s organizational structure is divided into FMG’s business, service and corporate divisions. The management and internal reporting of the business units is primarily handled by FMG’s group management. 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 Munich Airport NJ LLC (formerly 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 2021 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 financial statements.

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.

The organizational measures were implemented with the «Restart» change program on January 1, 2022.

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