Board of Directors  

At the Annual General Meeting of May 7, 2025, Klaus-Michael Kuehne, Dr. Joerg Wolle, Karl Gernandt, Anne-Catherine Berner, Dominik Buergy, Dominik de Daniel, Tobias B. Staehelin, Hauke Stars and Dr. Martin C. Wittig were re-elected to the Board of  Directors for a one-year term. Dr. Joerg Wolle was re-elected Chairman of the Board of Directors for a one-year term. Dr. Martin C. Wittig resigned from the Board of Directors as of September 2, 2025.

As of the closing date, the Board of Directors comprised eight members. Their biographical details are as follows:
 

All members of the Board of Directors are non-executive directors, none of them serves as a member of the Management Board and with the exception of the Honorary Chairman, Klaus-Michael Kuehne, none of them has any important business connections with Kuehne+Nagel.

The Articles of Association (AoA) of Kuehne + Nagel International AG limit the number of mandates that members of the Board of Directors may hold outside the Kuehne+Nagel Group. Article 21 of the AoA limits the maximum number of permitted additional mandates of members of the Board of Directors to ten board memberships, of which no more than four may be held in stock-listed companies. Mandates in companies which are controlled by Kuehne+Nagel or which control Kuehne+Nagel are not subject to this limitation. In addition, members of the Board of Directors may hold no more than ten mandates at Kuehne+Nagel’s request, and no more than ten mandates in associations, charitable organisations, foundations, trusts, and employee welfare foundations.

Election and duration of tenure

The General Meeting elects the members of the Board of Directors as well as the members of the Compensation Committee individually. The General Meeting elects one of the members of the Board of Directors as Chairman of the Board of Directors. The duration of tenure of the Chairman, the members of the Board of Directors, and the members of the Compensation Committee ends at the conclusion of the next ordinary General Meeting. Re-election is possible.

Internal organisation, Board committees and meetings in 2025

The Chairman and the members of the Board of Directors, each, as well as the members of the Compensation Committee are elected by the General Meeting. The Board of Directors constitutes itself and appoints the Vice Chairman, the Chairman of the Nomination and Compensation Committee, the members of the Nomination Committee as well as the Chairman and the members of the Audit and the Chairman’s Committee.

The scope of responsibilities of the Board of Directors, the Chairman and the Vice Chairman are stipulated in the Articles of Association, the Organisational Rules, and the Committee Rules, in particular, to the extent not already determined by applicable law. In accordance with the Articles of Association and Swiss corporate law, the main tasks and responsibilities of the Board of Directors, as further defined in the Organisational Rules, comprise the following:

• ultimate management of the Company;
• issuance and review of business policies and guidelines, especially regarding the strategic direction and management of the Company as well as any changes thereof;
• establishment of the organisation, determination of the main organisational topics and conduct of the business including the issuance of the Organisational Rules for the Board of Directors and the Management Board;
• approval and regular monitoring of the main elements of Corporate Governance, considering the applicable laws and provisions for listed companies in Switzerland;
• monitoring, assessment and control of risks;
• nomination of the external auditors;
• determination of accounting and financial control structure, as well as the financial planning and dividend policies;
• approval of budgets, capital commitments and accounts;
• approval of annual and interim financial statements and the annual report;
• the ultimate supervision of the Management Board, in particular in view of compliance with the law, Articles of Association, and internal regulations and directives;
• appointment and dismissal of Management Board members and other senior executives;
• preparation of the Annual General Meeting, including submission of proposals and the implementation of its resolutions;
• maintenance of the share register.

Dr. Joerg Wolle is the Chairman of the Board of Directors, and Klaus-Michael Kuehne is Honorary Chairman of Kuehne + Nagel International AG. The entire Board of Directors, however, is responsible for decisions on such above-mentioned aspects that are of significant importance to the Group.

Certain tasks of the Board of Directors have been delegated to the Chairman and comprise the following:

• supervision of the Management Board and the internal audit;
• supervision of compliance with internal regulations and directives regarding general management, organisation and quality;
• nomination of external consultants, in case of significant fees;
• definition of the corporate identity;
• approval of significant purchases, sales and lending on securities or similar titles;
• approval of significant transactions outside the normal course of business;
• review of the yearly budget as well as any supplements, consolidated or per country and business field;
• approval of significant credit limits to customers and other debtors;
• supervision of management and approval of the settlement of significant litigations, legal cases, arbitrations and other administrative proceedings;
• approval of significant senior management remunerations.

The Board of Directors usually convenes for a two-day meeting quarterly with the Management Board being represented by the CEO and the CFO. The Board of Directors can invite other members of the Management Board to attend these meetings at its discretion. The Board of Directors has appointed a Secretary, who is not (and does not need to be) a member of the Board of Directors.

Audit Committee

The Audit Committee consists of three to five non-executive, predominantly independent members of the Board of Directors elected for a period of one year. Re-election as a member of the Audit Committee is possible. Members of the Management Board cannot be members of the Audit Committee.

As part of the regular contact between the Audit Committee and both the internal and external auditors, the quality and effectiveness of the internal control mechanisms and the risk assessments are reviewed and evaluated continuously on the basis of written reports from the internal audit department as well as from management letters from the external auditors based on their interim audits. Furthermore, regular contact with the external auditors throughout the year enables the Audit Committee to obtain knowledge of problem areas at an early stage. This allows for the timely introduction of any corrective actions to the Management Board.

Dominik Buergy was the Chairman of the Audit Committee as of the closing date December 31, 2025, Karl Gernandt and Dominik de Daniel were members.

The Audit Committee holds a minimum of four meetings a year, usually quarterly before the publication of the financial results. The Honorary Chairman and the Chairman may each participate in the meetings as advisors. Unless otherwise determined by the Audit Committee, the CEO, the CFO and the auditor in charge take part in all meetings, whilst the Head of Internal Audit, and the Group General Counsel or the Chief Compliance Officer, are invited as advisors whenever needed. In 2025, the auditor in charge attended three meetings of the Audit Committee. The Committee’s Chairman informs the other members of the Board of Directors about the topics discussed in detail and decisions to be submitted to the entire Board of Directors for approval.

The main responsibilities of the Audit Committee with regard to the external auditors are:

• to secure a comprehensive and efficient audit concept for the Kuehne+Nagel Group;
• to comment on the audit planning and findings, if any;
• to evaluate the recommendations made by the external auditors and review actions, if any;
• to propose to the Board of Directors the nomination of the independent external auditors for approval by the Annual General Meeting;
• to approve the audit fees invoiced by the external auditors.

With regards to the internal audit function of the Group, the Audit Committee has the following responsibilities:

• to issue regulations and directives;
• to review the audit plan and findings, if any;
• to evaluate recommendations made by the internal auditors and discuss them with the Management Board;
• to propose the nomination of the Head of Internal Audit;
• to assess the performance of the Group’s internal audit function.

With regards to the tasks of the Management Board, the Audit Committee has the following responsibilities:

• to review and evaluate annual and interim financial statements with respect to compliance with accounting policies and any changes thereof, going concern assumption, adherence to listing regulations, and material risks;
• to recommend to the Board of Directors the approval of the financial statements;
• to assess the existence and effectiveness of the Group’s internal control system;
• to assess the fiscal situation of the Group and report to the Board of Directors.

Chairman’s Committee

The Chairman’s Committee consists of the Chairman, the Vice Chairman and the Honorary Chairman of the Board of Directors for the period of their tenure in the Board of Directors. The Chairman’s Committee advises the Board of Directors on the financial performance of the Group, its economic development and measures of optimisation, as well as any other significant developments within the Group. In its advisory role, the Chairman’s Committee reports to the Board of Directors for decisions.

The Chairman’s Committee has the following responsibilities:

• to evaluate significant capital expenditures and acquisitions of the Kuehne+Nagel Group which are subject to approval by the Board of Directors;
• to discuss any matters of significance that require the approval of the Board of Directors and subsequently be submitted to the Board of Directors for resolution.

On the closing date, Dr. Joerg Wolle was the Chairman of the Chairman’s Committee and Klaus-Michael Kuehne and Karl Gernandt were members.

On invitation of the Chairman, the Chairman’s Committee convenes as often as business requires, but typically four times a year, once each quarter. The Committee invites members of the Management Board at its discretion, usually represented by the CEO and the CFO, to attend these meetings.

The Board of Directors is informed by the Chairman of the Chairman’s Committee about all issues discussed, in particular, about all topics that need the approval of the Board of Directors.

Rules of competence between the Board of Directors and the Management Board

The Board of Directors executes the non-transferable and inalienable duties of the ultimate management of the Group.As far as the non-transferable and inalienable duties of the Board of Directors are not concerned, the Chairman of the Board of Directors oversees the responsibilities of the assigned members of the Management Board of the Kuehne+Nagel Group.

As per the Organisational Rules, the responsibilities and competences relating to the operational management are transferred to the Management Board. The Management Board is responsible for the development, execution, and supervision of the day-to-day operations of the Group and the Group companies to the extent they are not incumbent on the Annual General Meeting, the Statutory Auditor, the Board of Directors, or the Chairman of the Board of Directors by applicable law, the Articles of Association, or the Organisational Rules. The Organisational Rules define which businesses activities can be approved by the Management Board and which ones require the approval of the Chairman of the Board of Directors or the Board of Directors pursuant to approval requirements based on the extent and nature of the respective business.

Information and control system of the Management Board

The Management Board informs the Board of Directors on a regular and timely basis about the course of business, primarily by means of a comprehensive financial management information system (MIS) report, which provides monthly worldwide consolidated results by segment and country, including comparative actual, budgeted and prior-year figures, as well as consolidated balance sheet and cash flow analysis.

The CEO and the CFO are generally invited to meetings of the Board of Directors, the Audit Committee, as well as to the meetings of the Chairman’s Committee. Members of the Management Board can take part in Nomination and Compensation Committee meetings by invitation.

Risk management

Risk management is a fundamental element of the Group’s business practice at all levels and covers different types of risks. At Group level, risk management is an integral part of the business planning and controlling processes. Material risks are discussed within the Risk and Compliance Committee, which consists of the CEO and the CFO, the Chief Compliance Officer, the Corporate Head of Internal Audit and the Group General Counsel amongst other committees. The risk management system within the Group covers both financial and operational risks. Risk management is part of the Internal Control System (ICS). Preventive and risk-reducing measures to control risks are proactively taken on different levels and are a fundamental part of management responsibility. The finance and accounting department conducts, in collaboration with country management and the Management Board, a risk assessment at least once a year. Details on risk management, including identified risks, are provided in the status report.

Compliance

Integrity is a fundamental principle of responsible business conduct and serves as the foundation for building and maintaining trust with the Group’s business partners. This commitment enables the Group to uphold its responsibilities as a reliable and successful global partner. In December 2022, the Chairman of the Board of Directors and the CEO approved a comprehensively updated version of the KN Ethics & Compliance Programme, strengthening the Group’s framework for ethical behaviour and regulatory adherence.

The Programme provides guidance on legal, regulatory, and other compliance obligations, supported by global communication measures and structured training initiatives. Ongoing compliance training remains essential to ensuring that employees at all organisational levels possess the knowledge and capabilities necessary to apply the KN Ethics & Compliance Programme effectively in their daily work. This includes mandatory top down KN Code of Conduct live training, as well as extensive training initiatives covering anti-bribery, anti-corruption, and anti-trust topics. The Group further encourages employees to report potential violations of the KN Code of Conduct through various channels, including a global, confidential, 24/7 reporting line that allows concerns to be raised safely, securely, and, where desired, anonymously.

The Kuehne+Nagel Group applies a risk-based integrity due diligence (IDD) process for evaluating business partners.