General Business Conduct

United   Internet’s Management Board and Supervisory Board currently consist of a total of eight people: three Management Board members and five Supervisory Board members. There are no employee representatives on these bodies. Women account for 40   % of the Supervisory Board; there are no female members of the Management Board at present . All members of the supervisory body are independent.

Requirements for the Composition of the Body as a Whole

In addition to the individual requirements to be met by Supervisory Board members, United   Internet’s Supervisory Board aims in accordance with section C.1 of the German Corporate Governance Code (“the Code”) to meet the following goals for the composition of the body as a whole.

The members of the Supervisory Board must collectively have the knowledge, skills, and professional experience necessary for them to carry out their tasks as required. The Supervisory Board strives to ensure that the Supervisory Board as a whole covers the widest possible range of knowledge and experience relevant to the Company, and in particular that it meets the following requirements:

• In-depth knowledge and experience of the telecommunications and internet sector
• Expertise or experience from other sectors of the economy
• Entrepreneurial or operational experience
• At least one member of the Supervisory Board must have several years of operational experience working abroad or working for a company with international activities
• Expertise in sustainability issues of significance for the Company
• At least one member with expertise in the field of accounting, whereby such expertise in the field of accounting must consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and must also apply to sustainability reporting
• At least one additional member with expertise in the field of auditing, whereby such expertise in the field of auditing must consist of special knowledge and experience in the field of auditing, and must also apply to the auditing of sustainability reporting
• Knowledge and experience of strategy development and implementation
• In-depth knowledge and experience of controlling and risk management
• Knowledge and experience of human resources planning and management
• In-depth knowledge and experience in the field of governance and compliance
• Expertise in the needs of capital market-oriented companies

The Audit and Risk Committee is responsible for overseeing the IROs. At an operational level, the governance systems (other than their strategic orientation) are managed by the CFO, whereby the Supervisory Board has corresponding expertise. The management level is overseen both by the Supervisory Board and by the Audit and Risk Committee. This oversight is based on the statutory and other regulatory requirements, as is described in the Corporate Governance Statement and the Management Report. The information on the control system and governance procedures is contained in the marked passages of the (Group) Management Report and is also an integral part of this (Group) Sustainability Report. The integration of control systems and governance procedures with internal functions is also explained there in detail.

See the Reports section of the United Internet website.

Processes have been implemented in recent years to determine corporate goals and targets with respect to sustainability matters. In this context, the Management Board has resolved Group-wide target approaches that are to be used as the basis for developing a sustainability strategy at Group level. The existence of sustainability-related skills both on the Supervisory Board and in the individual departments helps reduce material impacts and risks, identify opportunities, and drive forward sustainable developments.

United   Internet’s management and supervisory bodies are informed at regular meetings (at least four times a year) of material, sustainability-related IROs and associated policies, actions, metrics, and targets. The Supervisory Board is included in all important strategic decisions and takes sustainability matters into account when overseeing corporate strategy.

Sustainability-related topics, including material IROs, are discussed in depth in the bodies and are documented in the Report of the Supervisory Board. The Supervisory Board performs its oversight function conscientiously and is briefed regularly both directly by the relevant departments and by the Management Board. In particular, this also applies to the organizational structures and workflows and the individual degrees of target achievement.

The incentive systems for United   Internet’s Management Board members integrate ESG criteria as a component of the short-term variable compensation. This is in line with the commitment to sustainability and was resolved for the first time by the Annual General Meeting in May 2021. The rule has been incorporated in new service contracts for Managing Board member since fiscal year   2022. The approach aims to promote sustainability-related goals in the Management Board’s decision-making horizon and to promote a targeted commitment to sustainability. Detailed information on the structure of compensation for the Management Board and the Supervisory Board can be found in the Remuneration Report and the Company’s Articles of Association, which are available on the Company's website.