Annual Report 2024

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ESRS G1 Business Conduct[G1] Business conduct

Our impacts, risks, and opportunities[G1 SBM-3] Material impacts, risks, and opportunities and their interaction with strategy and business model

Transparency and ethical business conduct play an important role in the healthcare sector. We strive to appropriately manage our impacts, risks, and opportunities in terms of responsible corporate governance with suitable governance structures, processes, controls, and responsibilities.

With our Group-wide compliance organization and comprehensive business partner screening processes, we aim to promote fair and ethical business practices throughout the entire value chain. Our Code of Conduct for Business Partners, which refers to relevant laws, norms, and ethical standards and allows us to act as a business partner with integrity, also serves this purpose. With compliance-related trainings, guidelines, and audits, we also raise our employees’ awareness of corruption risks. In this way, we at Fresenius create a shared understanding of values that contributes to the prevention or early detection of corruption and bribery cases and can thus lead to positive effects in our own company as well as in the upstream and downstream value chain. Supplier relationship management is conducted in the business segments in line with the applicable Group or segment guidelines. Our supplier-specific terms of payment are also regulated according to individual guidelines. In the area of political engagement and lobbying, we aim to exert influence responsibly and transparently in order to maintain and improve access to healthcare.

Despite our strict compliance requirements, isolated cases of corruption and bribery have occurred within our organization, to which we have responded. Even if the extent to which they affect the Group as a whole is small, these and possible future incidents always have the potential to have a significant negative impact on our business activities and on the upstream and downstream value chain – for example, if misconduct weakens our employees’ trust in us and leads to mistrust on the part of the public and politicians.

We can also harm the economy and patients through anti-competitive practices such as price fixing and make access to health services more difficult. Limited competition can also result in higher prices in the healthcare sector and reduce the quality of products and healthcare services. Misuse of political power in the context of lobbying and political influence can also lead to negative impacts through unfair advantage.

Due to the social relevance of the healthcare industry, lobbying and anti-competitive behavior, corruption and bribery, as well as a compliance violation, pose short- and long-term financial risks to the entire Group. In the short-term, these risks include legal sanctions. In the medium-term, lower capital inflows may occur if investors avoid companies with questionable practices. Reputational damage due to unethical behavior poses a short- to long-term risk due to the associated loss of customers and revenues. Depending on the severity of the violation, these risks vary in their effect on the company and the value chain.

It is therefore essential that Fresenius continues to invest in promoting a culture of integrity and ethical business conduct to minimize these risks and maximize the positive impact.

Our approach

Business conduct policies and corporate culture [G1-1] Business conduct policies and corporate culture

Integrity, responsibility, and reliability form the core of our understanding of compliance. This understanding is anchored as a core element of our corporate culture, which forms the basis for all rules applicable within the Fresenius Group in our Fresenius Code of Conduct. The Code expresses our steadfast commitment to adhering to statutory regulations, internal guidelines, and voluntary commitments, as well as acting in accordance with ethical standards. The Code of Conduct lays out the principles of conduct for all employees, including managers at all levels and members of the Management Board. The Code is aligned with recognized international regulations and has been adopted by the Management Board.

Our ethical principles go beyond legal requirements. For us, this means acting not only in accordance with the law, but also in accordance with applicable industry codes and our values.

In 2024, the Management Board presented the new Fresenius Principles, which reflect our strong corporate culture. They are critical to the company’s success: They embody what Fresenius stands for and what it means to work for Fresenius. As joint maxims, they guide our actions and provide us with orientation as we strive to become one of the market-leading healthcare companies that people trust – because it combines cutting-edge technology and human care to shape next-level therapies.

We ran a comprehensive process to define the Fresenius Principles and included various internal and external reflections. The feedback from employees was an essential input: In the intranet survey, conducted at the end of 2023, commitment, courage, responsibility, and innovation culture, among others, were the most prominent words – and it was carefully integrated into the final drafting of the Fresenius Principles.

The Fresenius Principles have been developed by taking into account previous and existing initiatives. The Management Board has decided to use them as the basis for the whole Group and adapt or replace existing elements or initiatives. The Corporate Transformation function is currently working closely with the corporate and operating company teams on the implementation, which is accompanied by communication campaigns and training.

The Fresenius Principles

The Fresenius principles (Graphic)

Acting according to these principles helps to ensure that stakeholders can rely on us as a trustworthy partner. As a signatory to the UN Global Compact (since October 2024), we are simultaneously guided by the following internationally recognized principles:

  • Universal Declaration of Human Rights
  • United Nations Guiding Principles on Business and Human Rights (UNGPs)
  • International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work
  • OECD Guidelines for Multinational Enterprises
  • German Corporate Governance Code

As a registered company in the EU Transparency Register, Fresenius SE & Co. KGaA is also committed to applying the EU Transparency Register Code of Conduct and strictly applies the industry standard Code of Conduct, the MedTech Europe Code of Ethical Business Practice.

In addition to the Group-wide Code of Conduct, our business segments have implemented their own Codes tailored to the specificities of their respective activities. Guidelines, organizational directives, and process descriptions supplement and further define the rules of the Codes of Conduct. Violations are not to be tolerated. The Code of Conduct applicable to the respective business segment is basis for all employment contracts and available to the employees. The Group Code of Conduct has also been published on the Fresenius website www.fresenius.com. If a violation is detected, we perform an investigation, initiate the necessary remediation measures, and impose sanctions if applicable. In addition, incidents prompt us to sharpen our compliance programs and prevention mechanisms.

Depending on our business activities, animal welfare has to be considered, e.g. in clinical studies. Respective policies and management approaches are explained in company-specific standard Innovation, section Our approach, of this report.

Compliance management system

The fundamental principles and values of our corporate culture, as defined in the Fresenius Code of Conduct, are implemented through our Group-wide, risk-oriented compliance management system. Our system is built on the three pillars of prevention, detection, and response, aiming to embed a living compliance culture across all levels of our organization. Our key ambition is to prevent corruption and bribery in our business environment. Beyond that, prohibiting violations of antitrust law, data protection regulations, trade restrictions, and anti-money-laundering laws, preventing the financing of terrorism, and protecting human rights are also key areas, which we address with dedicated compliance measures.

The design and implementation of our compliance management system is based on international regulations and guidelines, such as the ISO standards on the setup of compliance management systems and applicable audit standards of the Institute of Public Auditors in Germany, Incorporated Association IDW (PS 980). When implementing measures, we take into account the respective national or international legal frameworks. In addition, in 2023 a law firm reviewed the design of the compliance management system in the segment Corporate / Other and concluded that it is organizationally effectively anchored and programmatically appropriately designed. In the year under review, the Management Board commissioned an auditing firm to evaluate the compliance management system in Corporate / Other, Kabi and Helios in accordance with IDW PS 980. The first phase – a gap analysis – was completed and recommendations for the further improvement of our compliance management.

Risk management

The compliance management system is embedded in the internal control system and the risk management system. By using standardized methods, we regularly record, analyze, and evaluate compliance risks in the business segments and at Fresenius SE & Co. KGaA. As part of integrated risk reporting via the risk management tool, defined core compliance risk subgroups are regularly reported and assessed, including, for example, bribery, corruption, and antitrust law. The compliance representatives exchange information on key findings from the respective risk assessments, which may result in additional compliance risk subgroups to reflect new risk areas or risk clusters. Concerns regarding possible unlawful behavior are usually raised by internal or external stakeholders via the existing reporting systems and are documented and investigated accordingly in Compliance Case Management. If necessary, investigations are initiated as described in this topical standard in section Grievance and whistleblower mechanisms.

At the same time, the internal control system is an important part of Fresenius’ risk management. In addition to internal controls regarding the financial reporting, it includes control objectives for important non-financial processes, such as quality management and patient safety, cybersecurity, inventory, supply chain management and data protection, and sustainability. Fresenius has documented relevant critical control objectives in a Group-wide framework, integrating the various management systems into the internal control system in a holistic manner.

We adapted our Group-wide integrated risk management tool as well as our risk methodology to implement applicable regulatory requirements and to further improve the reporting quality of risks. Risk entries are validated by subject matter experts, i.e. the Compliance function or / and other relevant functions, in order to ensure the consistency and quality of these entries. Risk mitigation plans will be tracked and monitored to ensure a steady mitigation effect.

Due to the constantly changing external and internal requirements and environment, our risk management and internal control system is being continuously developed. 27 out of 153 control objectives are currently related to compliance processes, in particular in the areas anti-corruption, trade compliance, anti-money-laundering, and antitrust / competition compliance. In 2024, the internal control system was further expanded by the business segments.

Responsibilities and controls at Group level

Overall, within the Management Board, Dr. Michael Moser (Sustainability Board member) is responsible for corporate governance, compliance, and compliance risk management approaches. Within the management functions of the business segments, the responsibility for implementing compliance is regulated by business allocation plans. The Fresenius business segments have also established their own compliance organizations, which reflect the requirements of the business organization, regulatory requirements, and the associated internal controls. The Group function Risk & Integrity advises the corporate functions, sets minimum standards for the compliance management system Group-wide, and manages the Group-wide compliance reporting.

The Risk Steering Committee (RSC) – under the management of the Sustainability Board member – discusses internal and external developments regarding the risk management and internal control system as an advisory body. This includes, for example, developments relevant for the compliance management system. In addition, the RSC advises on significant risks and prepares decision proposals for the Management Board. The meetings of the RSC are scheduled regularly, at least once per quarter. The members of the RSC are managers with functional responsibility within Group functions and representatives of the business segments.

In addition to the updates in the RSC, the Group Chief Compliance Officer of Fresenius SE & Co. KGaA regularly provides the Management Board with comprehensive information on all Group-wide compliance initiatives and policies. The Management Board informs the Supervisory Boards of Fresenius SE & Co. KGaA and Fresenius Management SE about the progress of the compliance measures at least once a year, most recently in October 2024.

We take the interests of patients into account through the procedures described in topical standard S4 Consumers and end-users, section Health and safety, S4-2 Engaging with patients.

Grievance and whistleblower mechanisms

In addition to our internal structures, our grievance and whistleblower mechanisms and procedures for investigating reports are central components of our approach to preventing and combating violations of compliance or human rights. Our grievance and whistleblower systems are designed to allow for barrier-free submissions of reports without any local or temporal restrictions. This applies regardless of whether these are employees – including those of service providers – or suppliers, customers, patients, residents of one of our locations, or other potentially affected parties. If Fresenius employees suspect misconduct, e.g. violations of laws, regulations, internal guidelines, or standards, they can report the potential compliance incident to their supervisors or the responsible compliance officers. In addition, employees and third parties – e.g. workers in the value chain – can report potential compliance or human rights incidents anonymously, where legally permitted or required, e.g. by telephone in more than 30 languages, online via whistleblower systems available in up to 27 languages, via email addresses set up specifically for this purpose, or through an ombudsperson. Our employees can find relevant contact persons, the grievance channel or whistleblower system, additional information, and the procedure description on our intranet, which applies to the respective business segment. We inform third parties, including business partners, about the availability of our whistleblower systems and the various reporting channels via our Human Rights Statement or the Codes of Conduct for Business Partners. Teams can be trained by qualified case management & investigation officers.

Incoming reports are treated confidentially as described in the respective guidelines to protect the individuals who report them. We take all potential compliance violations seriously. An initial assessment focuses on the plausibility and possible severity level of the reported incident. For this purpose, dedicated, qualified, and trained case management and investigation officers, who together form the Group-wide case management and investigation office, are deployed in all areas of the company. The compliance departments or, depending on the severity of the cases, the ombudsperson panels, carry out preliminary assessments of reports received and initiate risk-appropriate investigations on a case-by-case basis. The severity of the compliance violation determines who is responsible for further investigation. If necessary, a dedicated team takes over the investigation, which may include internal experts, but can also comprise external support. Measures are implemented in a timely manner by the responsible management in close cooperation with the compliance officers. Depending on the type and severity of the misconduct, disciplinary sanctions or remedies under civil or criminal law may be imposed. After completion of the investigation, we use the results of internal reviews and reports to review our business processes. We implement corrective or improvement measures where necessary to prevent similar misconduct in the future.

Fresenius is subject to EU Directive 2019 / 1937 on whistleblower protection and implements it accordingly. We ensure the protection of the rights and freedoms of natural persons whose personal data is processed through the established reporting channels and procedures. In particular, appropriate technical and organizational measures are implemented to ensure compliance with legal, contractual, and internal company requirements. Neither the platform operator nor third parties can access the reports. This applies to all compliance reporting platforms. Only responsible members of the Fresenius’ Compliance function and of the business segments have access and handle the reports confidentially and diligently. In our Fresenius Code of Conduct and our Group-wide process descriptions, we have laid out that we will not tolerate any retaliation against employees who in good faith report possible or actual violations or assist in clarifying the facts and support investigations. This protection is also served by our measures to maintain confidentiality (e.g. need-to-know principle) and strict rules for dealing with conflicts of interest. In the case of external reporters, we strive to achieve a comparable level of protection. Fresenius has formulated corresponding expectations, e.g. in our Code of Conduct for Business Partners.

Compliance cases – including incidents relating to corporate governance and cases of corruption and bribery – are evaluated based on Group-wide guidelines as well as the respective guidelines of the business segments, which are aligned with the Group-wide guidelines. The Group Chief Compliance Officer informs the responsible board member immediately about compliance cases that could lead to a potential high impact, based on an internal assessment. The Management Board also receives an annual overview of reported cases by category and business segment from the Group Chief Compliance Officer and is informed in detail about the investigations relevant to the Group.

The results of our risk analysis and the findings on potential target groups of our grievance and whistleblower channels will be incorporated into the further development of our grievance and whistleblowing procedures and the processing of grievances and whistleblowing reports. Based on our findings, we will review the effectiveness of the procedure described above on an regular basis or more frequently if required. If necessary, we will make appropriate adjustments and changes with regard to the accessibility and process of the procedure. We want to continuously improve. Therefore, we also welcome suggestions and feedback from whistleblowers.

As we always strive for maximum transparency, we regularly report information on the number of reports received, the topics, the conclusions drawn from the reports, and the measures taken. This publication is always anonymous. Further details on compliance reports can be found in the Metrics section of this topical standard.

Policy for handling compliance incidents

Since 2023, a new guideline for handling compliance incidents has been in effect across the Group. Standard Operating Procedures (SOPs) define the associated documentation for case management, such as templates for investigation plans and reports. In 2024, the guideline was updated so that, for example, incidents can be assigned a possible reference to human rights. This enables more detailed recording of possible human rights violations as part of an overarching compliance incident. The SOPs are updated as needed to meet legal changes and to further improve the quality and consistency of case management work worldwide. The guideline for handling compliance incidents applies to the entire Group, i.e. our activities, geographies as well as stakeholder groups, and also takes into account cases reported along our upstream or downstream value chain.

Compliance training

To effectively implement the aforementioned compliance concepts, it is essential to thoroughly train employees. This is why our employees are offered training on compliance issues via various formats, such as in-house training, live webinars, or on-demand video training. This training covers basic topics such as our Code of Conduct as well as corporate guidelines. Depending on the employee group, more specific topics such as anti-corruption, antitrust law, anti-money-laundering, data protection, and information security are also included – especially for particularly high-risk areas. It is also important to raise awareness among employees and managers about the protection of whistleblowers, as documented in our guidelines.

Participation in basic training, such as on the Code of Conduct, is mandatory. Mandatory e-learnings will be distributed to all employees, e.g. a defined target group. The goal is for employees to be able to identify and prevent non-compliant behavior at an early stage. Employees are prompted and reminded to participate in mandatory training courses. To promote a risk-conscious and value-oriented corporate culture, we train executives using a dialog-based approach. Our training programs are a key component of our compliance culture. They are continuously adapted based on needs, designed to be practical, and implemented effectively.

To support the development of the Fresenius compliance program, focus training topics were set in 2024: The compliance departments of all business segments have trained the employee groups that are particularly at risk in the area of anti-corruption. In addition, the Group function Risk & Integrity has successfully rolled out an onboarding program for all newly appointed compliance officers in the Group. This also includes training on cartel law.

In the reporting year 2023, the Group function Risk & Integrity rolled out three training modules on the topics of Business Integrity, Financial Compliance, and Finance Integrity across the Group for the first time.

In 2024, we have again assigned all new employees of Fresenius SE & Co. KGaA to mandatory training on the Code of Conduct.

For functions which are more exposed to specific risks such as corruption and bribery, specialized compliance training content is developed and provided. In the hospital sector, this training may address procurement teams or individuals in sales who interact with healthcare professionals. The assessment of the risks to which a function is exposed is carried out in consultation with the segment managers.

This compliance training is also based on our existing guidelines issued for the respective functions. For example, Fresenius Helios’ Company Transparency Regulation applicable in Germany, clearly states that only employees of the central procurement service are authorized to negotiate with business partners, e.g. medical technical companies. Direct sales of products in our hospitals by field staff is not allowed.

Supplier management [G1-2] Management of relationships with suppliers

Codes of conduct

Compliance with applicable laws and standards, as well as ethical conduct, is also a priority for Fresenius in its relationships with business partners and suppliers. Accordingly, our Code of Conduct and related guidelines for Fresenius Group employees also regulate our relations with business partners and suppliers. When dealing with healthcare professionals, it is essential, for example, that all price negotiations, marketing materials, event participations, or sponsorships activities are clearly regulated. We expect them to comply with ethical standards of conduct, in daily business as specified in our Fresenius Code of Conduct for Business Partners. Potential risks related to our supply chain and impacts on sustainability aspects shall be addressed through these provisions. Among other topics, the Codes explicitly prohibit corruption and bribery and oblige our partners to comply with relevant and applicable national and international anti-corruption laws. Furthermore, the Code of Conduct for Business Partners includes human rights aspects as well as requirements from the German Supply Chain Due Diligence Act (LkSG). We inform our business partners about these requirements before entering a business relationship and perform risk-based business partner due diligence. The Codes of Conduct of the Group are publicly accessible on the Fresenius Website www.fresenius.com. An overview of the most relevant stakeholder groups is provided in the standard ESRS 2 General disclosures, section SBM-2 Stakeholders and partnerships.

Business partner and investment due diligence

We conduct risk-based due diligence on business partners before entering into a business relationship. The business partners to be screened are selected risk-based according to defined criteria. Ecological or social criteria can also be taken into account. This is within the responsibility of the respective business segment. Based on the risk profile, we provide for specific human rights or environmental clauses in supplier contracts which define concrete provisions for cooperation and information obligations in case of potential or actual human rights violations. In addition, risk analyses are carried out at least once a year in our business segments, for example, in which our suppliers are assigned a human rights risk score. This forms the basis for specific measures to be drawn.

Accordingly, the compliance contract clauses are based on the partner’s risk profile to prevent corrupt actions. Furthermore, in contracts with business partners, we reserve the right to terminate the contract in the event of misconduct.

We perform regular checks of all business partners against the applicable significant sanctioned party lists. Whenever we decide on potential acquisitions and investments, we take compliance risks into account in due diligence measures, among other methods via the Acquisition and Investment Council (AIC), which reviewed planned acquisitions and investments in a defined process for the business segments and Fresenius SE & Co. KGaA. Every acquisition and investment proposal submitted to the Management Board had first be discussed, reviewed, and evaluated by the AIC. If necessary, we initiated safeguarding measures and include, for example, compliance declarations and guarantees in the contracts. Following an acquisition, we integrate the new company into our compliance management system as quickly as possible. In 2024, the process was adjusted and documented separately both for acquisitions as well as investments, supported by respective guidelines.

Trade restrictions

To provide people worldwide with access to lifesaving medicine and medical equipment, Fresenius also supplies products to countries that are subject to trade restrictions. This also involves risks for us due to additional necessary inspections and possible authorization requirements. However, appropriate sanction mechanisms typically provide exemptions for such deliveries, and Fresenius expects that the scope of such exemptions will remain unchanged. It is particularly important to us to comply with all currently applicable legal provisions, e.g. with regard to sanctions or export controls. To this end, we have introduced various measures, such as special IT system checks for deliveries that are subject to import or export restrictions. In our responsible central Group function and in our business segments, we have dedicated experts for trade compliance, as well as a trade compliance program at Fresenius Kabi. A Group-wide trade compliance program is currently being developed.

In order to be able to react appropriately to the rapidly changing sanctions situation, the Management Board has implemented additional monitoring and approval processes to ensure that trade compliance approvals and the review of all involved business partners are mandatory for each delivery into specific countries affected by sanctions. In addition, automated IT-based checks for each transaction at Fresenius Kabi are an integral part of the trade compliance program. In 2024, the Chief Customs and Trade Compliance Officer function was established. The function supports and controls the aforementioned policies on Group level.

Policy to prevent late payment

Fresenius is committed to conducting all business relationships with integrity, equality, and respect, as outlined in the internal and external guidelines. We do not differentiate in our payment practices, i.e. not based on seize of company, and apply the same standards uniformly to all our business partners. This is also stipulated in our Fresenius Code of Conduct. Additional details are provided in the general terms and conditions of the business segments, negotiated contracts, and documented collaborations.

Processes for the prevention and detection of corruption and bribery [G1-3] Prevention and detection of corruption and bribery

Detecting and preventing corruption and bribery is part of the compliance management system and risk management. Due to the partially completed or imminent exit from the investment company Fresenius Vamed and the associated structural changes, no set-up for respective processes for the detection and prevention of corruption and bribery was established in this business area. A system to detect and prevent corruption and bribery will be set up in 2025 for the former Vamed business unit HES, which remains in the Fresenius Group and was transferred to Fresenius. This is intended to prevent, detect, investigate and prosecute allegations of corruption and bribery or cases of corruption and bribery. The system also provides for the targeted training of employees. Compliance contract clauses also obligate our business partners to adhere to ethical business practices. Further concepts regarding corruption and bribery among our business partners are explained in this topical standard, section G1-2 Supplier management. The Corporate Audit Group function conducted independent and risk-oriented audits to continuously improve the effectiveness of compliance and anti-corruption. If weaknesses are identified, the Corporate Audit Group function monitors the implementation of remediation actions defined by the respective management through systematic follow-up reviews. In 2024, 12 internal audits with audit reference corruption were conducted at operating sites of the business segments.

The audit engagement results were analyzed by the compliance organizations and incorporated into the continuous improvement of existing measures. Structural changes to the processes related to the compliance organizations were not required.

Financial transactions

Closely related to the policies of detecting and preventing corruption and bribery are the controls for cash transactions and banking transactions. These should meet the current requirements and risks, which is why we regularly review them as part of our Internal Controls Framework and adjust them, if required.

Money laundering

Fresenius has established appropriate measures to address money laundering risks. These measures include internal controls, such as the prohibition of certain cash payments, as well as risk analysis and review processes for relevant transactions. We report suspicious transactions to the authorities. The controls implemented are embedded in policies and appropriate training is provided.

Dealing with conflicts of interest

We strive to avoid potential conflicts of interest and to ensure that our patients receive appropriate treatment options. In this context, integrity also means that our employees clearly separate private interest from that of the company. They make decisions for Fresenius based on objective criteria. Our employees are obliged to make potential conflicts of interest transparent to their supervisors as soon as they have identified the conflict and before the business action is taken. The affected employee and his or her supervisor have to discuss the exact circumstances. Depending on this, the supervisor will initiate the appropriate measures.

Fresenius supports its employees in dealing responsibly with conflicts of interest by defining clear requirements and providing guidance, as well as answers to the most frequent questions, on the intranet. Training and regular updates of information complement the activities at the Group level and within the business segments. Our compliance departments are also available as a contact partner for all related questions.

Thus, our guidelines for dealing with business partners and customers regulate the handling of donations. They state that Fresenius donates for scientific or charitable purposes and without expecting any consideration, on a voluntary basis only. Donations and other contributions to political organizations are provided in accordance with applicable legislation. The Group prohibits political contributions in its Code of Conduct. Should any financial or in-kind contributions occur, an investigation will be conducted to determine if they constitute a violation of the Code of Conduct. If a violation is confirmed, it will be communicated, documented, and assessed as a compliance case through appropriate systems and processes. Further details on compliance case management can be found in section Our approach of this topical standard.

Fresenius Helios prohibits, for example in Germany, unilateral monetary allocations by industry for financing medical trainings, and restricts sponsorship opportunities, among other things, to the communication of independent scientific content.

Functional reporting lines in the compliance organization

In addition to the aforementioned guidelines, controls, and processes, functional reporting lines of our compliance management system are intended to contribute to the effective prevention and detection of corruption and bribery. Accordingly, compliance officers of our business segments since 2023report to the respective Heads of Compliance of their business segment; they report functionally to the Group Chief Compliance Officer. The Group Chief Compliance Officer, the Chief Compliance Officers, or Heads of Compliance of each business segment, the Head of Group Reporting and Monitoring, and the new role of Chief Customs and Trade Compliance Officer created in 2024 form the Group Compliance Management Team (GCMT). This management team meets on a monthly basis and sets the governance standards for compliance at Fresenius and supports the effective implementation of the compliance management system. The GCMT regularly examines the results of the compliance risk analysis, the compliance figures, the further development of the compliance management system, and the results of monitoring measures.

The management of the business segments receive regular reports on compliance from their Chief Compliance Officers or Heads of Compliance.

Combating corruption and bribery

Our employees are regularly offered information – e.g. on our website, on the intranet or via newsletters – on our processes to detect, prevent, and address (suspected) incidents of corruption and bribery.

All business segments provide training programs tailored to their specific risk profiles, focusing specifically on the fight against corruption and bribery. The risk profile determines the obligation to participate in the training. This applies in particular to employees who have contact with public officials or budget responsibility, and who can influence award decisions. The business segments themselves determine which employees or employee groups belong to high-risk functions and require specific training. Participation and completion rates are monitored by a designated function, often the HR department or Compliance teams.

The Management and Supervisory Boards are advised on detection and prevention of corruption and bribery during regular meetings.

Our goals and ambitions

The targets set in the 2023 reporting year for the reorganization and implementation of a functional compliance and human rights organization were implemented. Future goals of the compliance and human rights organization are based on the continuous development of the management system.

Our aspiration is to integrate our comprehensive understanding of compliance into our daily business. The aim is to prevent violations, continuously improve our compliance management system, and to further evolve a living compliance culture, especially among our employees and the stakeholders we interact with. Exchange on best practices between our business segments plays a key role here. The business segments develop operational goals and measures on an annual basis to continuously strengthen the compliance management system.

Incentives, e.g. remuneration-related targets, can promote the implementation of supplementary measures in the compliance functions and are defined individually as required. Training measures are also carried out. Violations of guidelines lead to sanctions, including dismissal in the event of serious misconduct. In addition, we aim to ensure that we can comply with all applicable sanctions and requirements for export controls, even in the event of short-term changes in legislation. We have no evidence that Fresenius has not complied with applicable sanctions and export control requirements.

To measure the effectiveness of our concepts and actions, we define and visualize key performance indicators (KPIs) relevant to us as part of the current development of our digital compliance monitoring process. In connection with the main impacts and risks, the number of received compliance reports, for example, is a relevant element for monitoring that is regularly evaluated and reported on in the next section. All Chief Compliance Officers and Heads of Compliance have access to these evaluations. By continuously expanding this compliance monitoring, we are working to steadily improve our current overview of relevant compliance matters.

In addition, the compliance function has been conducting compliance reviews in all areas of the company to check the effectiveness of our policies since 2024 and will continue to expand these activities.

Our Measures [MDR-A] Actions and resources in relation to material sustainability matters

In the reporting year, activities were defined at Group level to address the material impacts, risks and opportunities identified in connection with good corporate governance. We commissioned an auditing firm to assess the compliance management system in terms of its appropriateness and effectiveness in accordance with IDW PS 980. In the reporting year, a detailed assessment was carried out in an initial phase. In addition, we created the organizational requirements for a Group-wide trade compliance organization. This is currently being set up. Other key activities focus on the ongoing application and implementation of the new central governance approach in the operating companies so that we can effectively manage short, medium and long-term effects, exploit opportunities and address risks.

Metrics [G1-3] Prevention and detection of corruption and bribery

Training

As explained in section G1-1 Our approach, Compliance training, we consider employee training to be essential in order to promote fair and ethical business conduct and to adequately address impacts, risks and opportunities through well-trained employees. In 2024, 81% of our employees in at-risk functions were covered by training programmes.

Incidents of corruption or bribery [G1-4] Incidents of corruption or bribery

In the reporting year 2024, there were no convictions and no fines of Fresenius for violations of corruption and bribery regulations.

Nevertheless, we continuously work on strengthening our governance structures to effectively prevent, detect, and address incidents. Supporting our employees and stakeholders in appropriately responding to suspected cases of corruption and bribery plays a central role in this effort. The compliance reviews conducted for the first time in 2024 are a further building block in effectively preventing, detecting, and addressing deviations or violations.

Political influence and lobbying activities [G1-5] Political influence and lobbying activities

Fresenius’ government relations activity is managed by a dedicated Political Affairs department. This reports directly to the CEO of Fresenius. Our representative office in Berlin and an EU Relations Office in Brussels are available as contact points for politicians and the representatives. The primary task of the department is to advise policy makers on policy initiatives that require expertise in medicine and the healthcare industry. Any political activity by Fresenius’ employees and representatives is governed by our Code of Conduct, as well as by the applicable legal standards regarding our relations with external partners and the public. Information on lobbying expenditures is published as required by law in the business segments and countries concerned.

In the 2024 reporting year, Fresenius did not make any direct or indirect political contributions in the form of cash or in-kind political contributions, including intermediary organizations. In addition, no financial or in-kind donations were made to politicians. The amounts recorded in the EU transparency register include, among other things, the costs for personnel required for our communication activities.

Fresenius’ government relations and lobbying activities are aimed at opportunities to improve access to medicine and healthcare. To achieve this, we participate in direct discussions and meetings with policymakers, draft written statements, and take part in hearings and consultations. Additionally, we build networks and coalitions with other relevant stakeholders, exchange ideas with experts, and promote relevant research projects.

Fresenius primarily focuses on the following industry-specific topics: improving the legal and economic framework conditions for businesses, promoting the (industrial) healthcare sector, ensuring the financial sustainability of healthcare systems, and guaranteeing high-quality healthcare in our facilities. Promoting economic growth and practical perspectives in political discussions to develop actionable solutions are also part of our activities. Additionally, our engagement extends to our own business activities, as we also advocate for the improvement of working conditions for our employees.

Given the societal significance of the topics addressed, it is particularly important for Fresenius to conduct political engagement and lobbying activities responsibly and transparently, thereby addressing impacts and mitigating short- and long-term risks related to reputational damage, rating assessments, and credit conditions.

Fresenius is registered in the lobby register for advocacy towards the German Bundestag and the Federal Government (registration number R001428). Fresenius is listed in the EU transparency register under number 047428334069.

No person from our management or supervisory bodies held a comparable position in public administration (including regulatory authorities) in the two years prior to their appointment during the current reporting period.

Payment methods [G1-6] Payment practices

Fair payment practices promote trust and strengthen cooperation between Fresenius and our suppliers. The basic prerequisites for this are transparent agreements and appropriate payment terms.

Our business segments act independently in purchasing and are responsible for implementing and reviewing their guidelines. The guidelines are based on standard industry practices and also take into account the circumstances of the respective countries and markets in which we operate.

Our supplier-specific terms of payment are regulated according to the individual guidelines.

Fresenius is obligated to report any significant legal proceedings related to late payments that could impact the company’s reputation, earnings, financial position, or assets. If such cases exist, they are disclosed in the consolidated financial statements under the section Other notes, item 33 Commitments and contingencies. As of Dec. 31, 2024, there were no such cases.

No random sample was used for data collection. The suppliers were categorized into large, small and medium-sized suppliers. Suppliers that account for a total of 80% of the annual purchasing volume were classified as large suppliers. The remaining suppliers, which account for 20% of the purchasing volume, were categorized as small and medium-sized suppliers. The calculation of the average payment time is based on the number of invoices. The average is calculated by the date of the invoice as starting point and the day of payment as end date. All invoices paid in the reporting period are taken into account. When determining this ratio, the focus in the first ESRS reporting year was on those entities that make up the largest share and are connected to central IT systems, for example. The few entities not yet included will be integrated into the consolidation of G1-6 going forward.

Payment methods

 

 

Standard payment terms, in days

 

Rate of payments aligned with standard payment terms, in %

Average time to pay invoices

 

62.5

 

n / a

Standard payment terms: large suppliers

 

43.9

 

50.7

Standard payment terms: small and medium suppliers

 

31.2

 

42.8

Compliance reports G1-Company-specific

In the reporting year, no incidents related to business conduct or other categories that could have significantly impacted the reputation or financial position of Fresenius were reported through the established reporting channels.

In 2024, a total of 1,250 compliance reports (2023: 806) were received via the incident databases at Fresenius SE & Co. KGaA and the business segments. They were recorded via various reporting paths.

The majority of reports were in the overarching categories of human resources (HR) / workplace, other and misappropriation of company assets. The increase in reports received is partly due to the intensified use of our automated whistleblowing systems and is proof that internal communication initiatives have proven to be effective. The majority of this increase relates to patient complaints within the Quirónsalud segment that have not reached the threshold of a compliance violation.

The compliance reports published annually in our annual report are recorded and managed using IT systems. The underlying methods and procedures are defined in the Group-wide SOP Case Management. This corporate regulation is binding for all operational units and has been implemented globally. As described in this topical standard, section Grievance and whistleblower mechanisms, potential compliance cases are captured through various grievance mechanisms.

In the reporting year 2024, the received reports were categorized thematically into subcategories, if applicable, a relation to human rights was indicated, and they were consolidated into seven main categories in the final report.

Compliance reports

 

 

2024

 

2023

Business Integrity

 

98

 

51

Data Protection

 

21

 

25

Accounting / Reporting

 

14

 

3

Misuse of company assets

 

220

 

225

Environment / Health / Safety

 

52

 

34

HR / Workplace

 

317

 

274

Other

 

528

 

147

Total

 

1,250

 

806

Human Rights

 

281

 

472

1

Of the total of 1,250 reports made in the 2024 reporting year, 28 are human-rights-related reports. These are also assigned to the other categories.

2

In the 2023 reporting year, human rights reports were included in the total amount. They were reported in a separate category.

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