General framework

This report on corporate governance sets out the principles of management and control at the highest level of the dormakaba Group (dormakaba) in accordance with the Directive on Information relating to Corporate Governance (Directive Corporate Governance, DCG) of SIX Exchange Regulation AG. Unless otherwise stated, the information in this report for the financial year 2022/23 is as of 30 June 2023. dormakaba’s corporate governance largely follows the guidelines and recommendations set out in the Swiss Code of Best Practice for Corporate Governance of July 2002 and revised editions of 2007, 2014, and 2023. dormakaba has made some adjustments and simplifications to suit its management and shareholder structure as well as its medium size.

dormakaba’s principles and rules regarding corporate governance are set out in its Articles of Incorporation, its Organizational Regulations, and in the regulations of its Board committees. The ultimate parent company of dormakaba, dormakaba Holding AG, is listed on SIX Swiss Exchange and is headquartered in Rümlang (Zurich/Switzerland).

On 1 January 2023, the revision of the corporate law entered into force. The main goals of the revision are to modernize corporate governance by strengthening shareholder rights and to provide companies with more flexibility regarding their share capital. The Board will propose amendments to the Articles of Incorporation at the Annual General Meeting of shareholders in October 2023 accordingly.