Corporate governance
GOV-1 – The role of the administrative, management and supervisory bodies
Tasks and responsibilities of the members of the management and supervisory bodies of Deutsche Lufthansa AG
Deutsche Lufthansa AG has the management and supervisory structures required for listed companies in Germany. The Executive Board is responsible for managing the Company and defining its strategic direction.
The Supervisory Board appoints the Executive Board, advises it on the management of the Company and monitors its activities. Furthermore, it decides on the remuneration system and amounts of salary for the Executive Board. The internal regulations for the Executive Board contain a catalogue of transactions for which the Executive Board requires the prior approval of the Supervisory Board. Every year, the Supervisory Board also approves the Company strategy, the key figures for the following year’s budget and the Group’s medium-term financial planning.
The Executive Board reports regularly to the Supervisory Board. The Executive Board informs the Supervisory Board regarding business developments in the Lufthansa Group at Supervisory Board meetings and, as a rule, on a monthly basis between meetings. In addition, the Supervisory Board and the Audit Committee of the Supervisory Board each receive reports at least once a year, in particular on compliance, risk management, internal control systems and IT security.
The Executive Board and Supervisory Board are responsible for and monitor the sustainability performance of the Lufthansa Group
The Executive Board of Deutsche Lufthansa AG is responsible for preparing the sustainability report in accordance with CSRD, and ensures the integration of sustainability-related topics with regard to the environment, social matters and governance into the Company strategy and guarantees that sustainability-related targets are defined within the Company. This also includes impacts, risks and opportunities, as well as monitoring progress.
The Supervisory Board is responsible for monitoring governance, including sustainable corporate governance. The Executive Board informs the Supervisory Board in the Supervisory Board meetings at least four times a year on the business developments within the Lufthansa Group, including those associated with material impacts, risks and opportunities with regard to sustainability-related topics and issues. The Sustainability division is represented by the Chief Technology Officer on the Executive Board.
The Supervisory Board sets annual targets for the one-year variable remuneration (short-term incentive, STI) and the long-term variable remuneration (long-term incentive, LTI) of the Executive Board. When determining the goals for the STI and LTI, sustainability targets are set with a weighting of 20%. The achievement of the sustainability targets is established on the basis of the methodology defined by the Supervisory Board at the beginning of each performance period as part of determining target values and is confirmed by the Supervisory Board at the end of the performance period. In the event of material changes to the remuneration system, but at least every four years, the remuneration system is presented at the Annual General Meeting for approval.
The Executive Board also provides updates to the Supervisory Board’s Audit Committee regarding the reporting on sustainability matters at least once a year. The Audit Committee monitors the efficacy of internal control and risk management systems, among other things. The Audit Committee is also informed about the content of the audit subject to mandatory reporting, including sustainability reporting.
ESG Committee advises Executive Board and Supervisory Board
The Supervisory Board has set up an ESG Committee (Environmental, Social, Governance: ESG), in addition to further measures. This Committee advises the Supervisory Board, its committees and the Executive Board on environmental, social and governance issues that are material for the sustainable economic development of the Company. This includes, in particular, risks and opportunities in the areas of ESG. The ESG Committee consists of four equal members. In the 2025 financial year, these were Supervisory Board members Erich Clementi (Chairman), Sara Grubisic, Marvin Reschinsky and Angela Titzrath.
Responsibilities for impacts, risks and opportunities are defined throughout the Group
The responsibilities for impacts, risks and opportunities at the Lufthansa Group are clearly defined in the Executive Board’s division of duties plan, the internal regulations of the Supervisory Board and its committees and the relevant company guidelines. As such, the Chief Technology Officer is explicitly entrusted with monitoring environmental, climate and social impacts. The Corporate Responsibility department is primarily responsible for sustainability strategy, sustainability reporting and sustainability ratings, emissions management and sustainability communication in cooperation with the respective departments of the Lufthansa Group and reports directly to the Chief Technology Officer. The Corporate Controlling department reports directly to the Chief Financial Officer and is responsible for managing financial and sustainability risks. At the top management level, regulations to this effect are enshrined in the Executive Board’s internal regulations.
The Supervisory Board also addresses sustainability-related topics at least once a year, particularly during the annual discussion and approval of the corporate strategy, and incorporates ESG aspects into its decision-making. The ESG Committee that is rooted in the Supervisory Board meets at least twice a year and advises on sustainable governance and sustainability-related impacts, risks and opportunities, reflecting these responsibilities in the Company’s governance processes.
Specific controls and processes were used to manage impacts, risks and opportunities. Together with the Corporate Responsibility department and in consultation with the general risk management of the Company, the Executive Board is responsible for monitoring and managing sustainability matters. The Supervisory Board, in particular the ESG Committee, advises and supervises the Executive Board. This interplay helps to ensure the consistent monitoring and management of financial and non-financial impacts, risks and opportunities.
Sustainability-related risks are part of the Lufthansa Group’s risk management
Group risk management is responsible for implementing uniform standards and methods, for coordinating and continuously refining the risk management process and for all risk management reporting in the Lufthansa Group. The Corporate Controlling department has functional responsibility for ensuring that the risk management system is standardised across the Group.
The Lufthansa Group Risk Management Committee is intended to ensure that processes, structures and rules are established to identify, assess, manage and monitor business risks at an early stage across all functions and processes. This includes risks related to sustainability issues. Sustainability-related risks are monitored through the Lufthansa Group’s risk management system, which is coordinated by Group Risk Management. The risk assessment is carried out at least once a year. The risks are then reported to the Executive Board quarterly and discussed annually in the Supervisory Board’s Audit Committee. The Risk Management Committee acts on behalf of the Executive Board and reports to it. Furthermore, the responsible Head of Corporate Controlling reports risks directly to the Chief Financial Officer.
The managing directors or management boards of all the companies covered by the risk management system also appoint risk managers. They are in dialogue with the Lufthansa Group’s Group risk management function several times a year. In addition, as part of risk controlling, they ensure that risk-relevant information is agreed with the planning and forecasting processes in their company.
Managers with budgetary and/or disciplinary responsibility are designated as risk owners. The identification, evaluation, management and monitoring of risks are therefore fundamental aspects of every management role. The Group guidelines for risk management stipulate that the occurrence of material predictable risks that have not been reported in the past is considered to be a serious management error.
Composition and diversity of the members of the management and supervisory bodies
Appointment of Executive Board members is partly based on the diversity policy
The Executive Board of Deutsche Lufthansa AG had five members at the end of the 2025 financial year:
- Carsten Spohr, Chairman of the Executive Board
- Michael Niggemann, responsible for Human Resources & Legal, Labour Director
- Till Streichert, responsible for Finance
- Grazia Vittadini, responsible for MRO and IT
- Dieter Vranckx, responsible for Global Markets & Commercial Management Hubs
The Supervisory Board takes the view that the fundamental suitability criteria for Executive Board candidates are, in particular, good character, integrity, outstanding leadership qualities, professional qualifications relevant to the division concerned, and the ability to gear business models and processes towards the needs of a changing world. The Supervisory Board also takes diversity into consideration during the selection process. As a decision-making criterion, the Supervisory Board particularly considers diversity as being displayed by profiles and professional backgrounds that differ yet complement each other, including on an international level, an appropriate representation of both genders and a suitable mix of ages. According to legal requirements, at least one woman and one man should serve on the Executive Board. To this end, the Supervisory Board has adopted a diversity policy for the composition of the Executive Board. This policy is published on the Lufthansa Group website. Filling a particular position on the Executive Board is mainly dependent on the Company’s interests, taking into account all the specific circumstances of the individual case.
As of 31 December 2025, the Supervisory Board is of the opinion that the composition of the five-person Executive Board fulfils the targets set out in the diversity policy. Alongside many years of experience within the Lufthansa Group, the members of the Executive Board contribute extensive knowledge and experience from various roles, including international roles outside the Lufthansa Group. The various career, educational and life experiences of the members of the Executive Board complement one another. The following information provides more details.
| T048 | ESRS2 GOV-1 I Qualification matrix for the Executive Board of Deutsche Lufthansa AG in 2025 | ||||||
|---|---|---|---|---|---|---|---|
| Carsten Spohr | Michael Niggemann | Till Streichert | Grazia Vittadini | Dieter Vranckx | Implementation status of the diversity policy 2025 | ||
| Personal suitability |
Divisional responsibility on the Executive Board | Chairman of the Executive Board | Human Resources & Legal, Labour Director | Finances | Chief Technology Officer | Chief Commercial Officer | |
| International experience | Europe, North America, Asia | Europe | Europe, Africa | Europe | Europe, North America, Asia | Many years of international leadership experience overall | |
| Diversity | Date of birth | 16 Dec 1966 | 2 Apr 1974 | 16 Oct 1973 | 23 Sep 1969 | 6 Mar 1973 | Ave. 54 years Range 51–59 years |
| Gender | Male | Male | Male | Female | Male | 20% F / 80% M | |
| Nationality | German | German | German | Italian, German | Belgian, Swiss | ||
| Executive Board member since | 1 Jan 2011, Chair since 1 May 2014 | 1 Jan 2020 | 15 Sep 2024 | 1 Jul 2024 | 1 Jul 2024 | ||
| Technical suitability | Aviation | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Marketing/distribution clients/brand management |
✓ | ✓ | |||||
| Politics/industry associations | ✓ | ✓ | ✓ | ||||
| Accounting/ annual audit |
✓ | ✓ | |||||
| Internal control processes/ capital market |
✓ | ✓ | ✓ | ✓ | |||
| Digitalisation/IT | ✓ | ✓ | ✓ | ||||
| Human resources/organisation | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Sustainability/ESG | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Legal/compliance | ✓ | ||||||
Composition of the Supervisory Board is based on an extensive profile of requirements
The Supervisory Board of Deutsche Lufthansa AG comprises 20 people and its members consist of ten shareholder representatives and ten employee representatives, as per the German Co-determination Act.
The Supervisory Board has adopted an extensive profile of requirements for its composition. This profile covers the skills required by the German Corporate Governance Code (GCGC) and the diversity policy set out in Section 289f of the German Commercial Code (HGB). As of 31 December 2025, the Supervisory Board is of the opinion that the composition of the Supervisory Board fulfils the relevant targets. As a whole, the Supervisory Board is particularly knowledgeable about the aviation sector. As a whole, its members contribute a broad range of specialist knowledge to the Supervisory Board’s work and possess international experience or specialist knowledge of one or more of the Company’s key markets outside Germany. The status of the implementation of the profile of requirements can be found in detail in the qualification matrix below.
| T049 | ESRS2 GOV-1 | 23 Qualification matrix for the Supervisory Board of Deutsche Lufthansa AG in 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Karl-Ludwig Kley | Christine Behle1) | Tim Busse1) | Erich Clementi | Karl Gernandt | Sara Grubisic1) | Sara Hennicken | ||
| Personal suitability |
Independence2) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| No overboarding3) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| International experience | Europe, North America, Asia | Europe | Europe, North America | Europe | Europe | |||
| Diversity | Date of birth | 11 Jun 1951 | 12 Jul 1968 | 6 Nov 1973 | 5 Dec 1958 | 21 Jul 1960 | 27 Aug 1971 | 15 Jul 1980 |
| Gender | Male | Female | Male | Male | Male | Female | Female | |
| Nationality | German | German | German | Italian / US | German | German / Croatian | German | |
| Member since | 7 May 2013 | 7 May 2013 | 29 Jul 2023 | 5 May 2020 | 9 May 2023 | 29 Jul 2023 | 7 May 2024 | |
| Max. 72 years at last election | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Technical suitability | Aviation | ✓ | ✓ | ✓ | ✓ | |||
| Marketing/distribution clients/brand management |
✓ | ✓ | ||||||
| Politics/industry associations | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Leadership/CEO experience | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Supervision of companies |
✓ | ✓ | ✓ | ✓ | ✓ | |||
| Finance expert | ||||||||
| Accounting | ✓ | ✓ | ✓ | |||||
| Annual audit | ✓ | ✓ | ✓ | |||||
| Internal control processes/ capital market |
✓ | ✓ | ✓ | |||||
| Digitalisation/IT | ✓ | ✓ | ||||||
| Human resources/organisation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Sustainability/ESG | ✓ | ✓ | ||||||
| Legal/compliance | ✓ | ✓ | ✓ | |||||
| T049 | ESRS2 GOV-1 | 23 Qualification matrix for the Supervisory Board of Deutsche Lufthansa AG (continued) | |||||||
|---|---|---|---|---|---|---|---|---|
| Christian Hirsch1) | Alexis von Hoensbroech | Jamila Jadran1) | Arne Christian Karstens1) | Carsten Knobel | Holger Benjamin Koch1) | Harald Krüger | ||
| Personal suitability |
Independence 2) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| No overboarding 3) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| International experience | Europe, North America | Europe | Europe, North America | |||||
| Diversity | Date of birth | 21 Dec 1959 | 3 Oct 1970 | 19 Jun 1983 | 18 Sep 1983 | 11 Jan 1969 | 8 Oct 1976 | 13 Oct 1965 |
| Gender | Male | Male | Female | Male | Male | Male | Male | |
| Nationality | German | German | German | German | German | German | German | |
| Member since | 29 Jul 2023 | 6 May 2025 | 29 Jul 2023 | 29 Jul 2023 | 9 Jan 2018 | 8 May 2018 | 5 May 2020 | |
| Max. 72 years at last election | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Technical suitability | Aviation | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Marketing/distribution clients/brand management |
✓ | ✓ | ✓ | ✓ | ||||
| Politics/industry associations | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Leadership/CEO experience | ✓ | ✓ | ✓ | |||||
| Supervision of companies |
✓ | ✓ | ||||||
| Finance expert | ||||||||
| Accounting | ✓ | ✓ | ✓ | ✓ | ||||
| Annual audit | ✓ | ✓ | ✓ | |||||
| Internal control processes/ capital market |
✓ | ✓ | ✓ | ✓ | ||||
| Digitalisation/IT | ✓ | ✓ | ✓ | |||||
| Human resources/organisation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Sustainability/ESG | ✓ | ✓ | ||||||
| Legal/compliance | ||||||||
| T049 | ESRS2 GOV-1 | 23 Qualification matrix for the Supervisory Board of Deutsche Lufthansa AG (continued) | |||||||
|---|---|---|---|---|---|---|---|---|
| Marvin Reschinsky1) | Birgit Rohleder1) | Britta Seeger | Astrid Stange | Angela Titzrath | Klaus Winkler1) | Implementation status | ||
| Personal suitability |
Independence 2) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 100% shareholder representatives and 100% employee representatives |
| No overboarding 3) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| International experience | Europe, Asia | Europe | Europe, North America | |||||
| Diversity | Date of birth | 27 Oct 1992 | 21 Sep 1960 | 25 Sep 1969 | 27 Dec 1965 | 30 Apr 1966 | 29 Dec 1973 | Ave. 56 years Range 33–74 years |
| Gender | Male | Female | Female | Female | Female | Male | 40% F / 60% M | |
| Nationality | German | German | German | German | German | German | ||
| Member since | 29 Jul 2023 | 8 May 2018 | 4 May 2021 | 5 May 2020 | 2 Sep 2020 | 8 May 2018 | ||
| Max. 72 years at last election | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Technical suitability | Aviation | ✓ | ✓ | ✓ | Overall | |||
| Marketing/distribution clients/brand management |
✓ | ✓ | ✓ | 9 | ||||
| Politics/industry associations | ✓ | ✓ | ✓ | ✓ | ✓ | 15 | ||
| Leadership/CEO experience | ✓ | ✓ | ✓ | 11 | ||||
| Supervision of companies |
✓ | ✓ | ✓ | ✓ | ✓ | 12 | ||
| Finance expert | ||||||||
| Accounting | ✓ | 8 | ||||||
| Annual audit | 6 | |||||||
| Internal control processes/ capital market |
✓ | ✓ | 9 | |||||
| Digitalisation/IT | ✓ | ✓ | ✓ | ✓ | 9 | |||
| Human resources/organisation | ✓ | ✓ | ✓ | ✓ | 16 | |||
| Sustainability/ESG | ✓ | ✓ | 6 | |||||
| Legal/compliance | ✓ | 4 | ||||||
| 1) Employee representatives. 2) It is the assessment of the Supervisory Board that none of the shareholder representatives or employee representatives currently show any indication of relevant circumstances or relationships that could give rise to a significant and lasting conflict of interest. 3) As per Section 100 Paragraph 5 German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code (GCGC). |
||||||||
Skills and expertise for overseeing sustainability matters are available
Sustainability is firmly entrenched in Lufthansa Group’s strategic planning. The responsibility for sustainability matters is directly attributed to a member of the Executive Board in the division of duties plan. The Executive Board can consult external experts at any time and may engage in training.
The professional expertise of the Supervisory Board, which also includes sustainability-related expertise, is summarised in the qualification matrix for the Supervisory Board. As such, the members of the Supervisory Board’s ESG Committee on the shareholder side, as well as the Chairman of the Audit Committee, have particular skills and expertise in those ESG topics relevant to the Lufthansa Group. Supervisory Board members are able to take part in training. The Company offers Supervisory Board members the opportunity to take part in further education and training events, particularly in the run-up to Supervisory Board meetings. The events on offer in the 2025 financial year included, in particular, a visit to the new Lufthansa Cargo Center in Frankfurt, which is currently under construction, and a guided tour of selected departments at Lufthansa Technik. The Supervisory Board was also provided with a detailed presentation on the subject of the Lufthansa Group’s financing options.
The sustainability expertise in the Lufthansa Group’s Executive Board and Supervisory Board is directly linked to the management of the Company’s material impacts, risks and opportunities. The Executive Board addresses sustainability matters and takes these into account in its strategic and operational decision-making. The Supervisory Board discusses the Lufthansa Group’s sustainability strategy with the Executive Board as part of its strategy discussions. The Supervisory Board’s ESG Committee advises the Executive Board on matters relating to sustainable corporate governance. Furthermore, training for Supervisory Board members, including on ESG topics, strengthens their expertise and helps to ensure that key sustainability matters are reconciled with the strategic goals and risk management strategy of the Lufthansa Group.
GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies
The Company’s administrative, management and supervisory bodies are informed about sustainability matters several times a year
The management and supervisory bodies of the Lufthansa Group, including the responsible committees, are informed several times a year about material impacts, risks and opportunities relating to ESG topics, as well as about sustainability reporting. As part of the steering board for the sustainability reporting project, the relevant managers for reporting at the first management level were informed about progress six times in 2025 and made decisions in this context.
Two meetings of the ESG Committee were held during the reporting year. The meetings covered, among other topics, the further development of the ESG strategy, the ESG framework and ESG performance, as well as the ESG HR strategy, including the help alliance initiative. In addition, regulatory developments and their implications for the Lufthansa Group were addressed, in particular the non-financial reporting process in accordance with the CSRD in 2025, with regard to organisation, implementation and content requirements, as well as a CSRD benchmark with derived recommendations for action. In the context of the materiality assessment, ESG focus topics such as the decarbonisation pathway, the status and cost effects of sustainable aviation fuel (SAF), as well as Green Fares and strategic approaches to stronger customer engagement were discussed. The Chief Technology Officer also presented the results of the materiality assessment to the Executive Board members for their information. The basis for reporting was the validated double materiality assessment within the reporting year, which summarises the results on the identified risks, opportunities and impacts. Over the course of the year, reporting covered the implementation of sustainability-related due diligence requirements and as a review of the efficacy of the relevant guidelines, actions, metrics and targets.
In monitoring the corporate strategy, the Lufthansa Group’s administrative, management and supervisory bodies take into account key transactions, and systematically address the impacts, risks and opportunities related to ESG topics as part of the risk management process. Continual measurement of these factors is conducted through committee work in order to ensure that they are considered in the Company’s strategic decision-making processes. In doing so, potential trade-offs or conflicts of objectives between impacts, risks and opportunities are carefully weighed. These evaluations help to identify risks at an early stage, leverage opportunities and strengthen the long-term resilience of the Company.
As part of the strategic monitoring, the respective expert committees evaluate the impacts and risks relating to environment, social and governance issues and strive to integrate sustainability targets such as decarbonisation and compliance with regulatory requirements into the Company’s corporate strategy. The monitoring process for the individual topics is via risk assessments and information sharing by working groups, which then notify the committees if any impacts, risks or opportunities are identified. The committees then perform an evaluation based on the risk factors and empirical values in order to derive the relevant measures.
Material transactions involving the Lufthansa Group are submitted to an extensive evaluation to analyse the risks and opportunities with regard to sustainability-related aspects. In doing so, potential conflicts of objective between financial interests and ESG criteria are explicitly discussed to ensure that long-term value creation and sustainability requirements do not contradict one another. One example of this is that reducing the use of non-renewable raw materials in aircraft manufacturing and in the Company’s own operations contributes to the conservation of natural resources and to securing their availability for local communities, but may be associated with higher costs and technical challenges in the short term. The Lufthansa Group risk management system integrates ESG risks, including climate-related and compliance risks, into the overarching Group risk management. Risk assessments are carried out at least once a year on the basis of the methods, processes and structures defined by the Group risk management function and reported to the Supervisory Board committees in order to facilitate informed decision-making based on the risk assessments and derived recommendations for action.
During the reporting year, the Lufthansa Group’s administrative, management and supervisory bodies carefully analysed the material ESG impacts, risks and opportunities. These were presented in the meetings of the Executive Board and Group Executive Committee, the Group Policy Committee (GPC) and the ESG Committee and Audit Committee of the Supervisory Board. Strategically relevant core topics that are of vital importance for the Company’s sustainable development were addressed in particular: climate change and its impact on business activities, compliance with social standards within the supply chain, and issues relating to good corporate governance and compliance. On the topic of climate change, the decarbonisation pathway was once again the focus of attention this year. The procurement strategy for the still-limited availability of sustainable aviation fuel (SAF) was a particular topic of discussion. Further topics included the continuation of the holistic ESG target system aligned with the double materiality assessment and the continuous review of targets through a dedicated “Strategic Performance Dialogue” chaired by the Chief Technology Officer. These areas of focus were systematically integrated into the Company’s strategic decision-making processes to leverage long-term opportunities and promptly identify and manage risks.
GOV-3 – Integration of sustainability-related performance in incentive schemes
Sustainability targets are anchored in Executive Board remuneration
The remuneration of Executive Board members is made up of a performance-related component and a fixed component. The fixed component takes the form of an annual basic salary. It reflects the responsibility assumed by the members of the Executive Board and the scope of their work. Additionally, the fixed component also includes benefits and an adequate, guaranteed pension. The performance-related remuneration comprises a one-year variable remuneration component and a long-term variable remuneration component.
20% of the one-year variable remuneration is based on overall and individual business and sustainability targets, for which the Supervisory Board sets annual areas of focus. In prior years, the Supervisory Board defined targets in the areas of “Customers” and “Employees” as focal points for the business and sustainability targets and thus took the interests of key stakeholders into consideration. As of the 2023 financial year, the “Customers” and “Employees” targets each account for 10% of the one-year variable remuneration. For the sustainability parameter “Customers”, the flight schedule stability rate of the Lufthansa Group’s Network Airlines was used in the 2025 financial year. This measures the proportion of flights operated as planned, based on flight cancellations within 90 days prior to departure. Cancellations due to strikes or geopolitical events are excluded from this assessment in order to eliminate external effects. The Engagement Index is used for the parameter “Employees”. It measures the extent to which employees identify with the Company, as well as their commitment and willingness to recommend the Company to others. ↗ S1-2 – Processes for engaging with own workforce and workers’ representatives about impacts.
The long-term variable remuneration is designed to promote the long-term, sustainable development of the Company. It is subject to a four-year assessment period and is made up of 20% strategic and sustainability targets. For these targets the Supervisory Board specifies core areas of focus each year. Within the scope of the long-term variable remuneration of the Executive Board, the Supervisory Board has defined an environmental target as one of the strategic and sustainability targets since 2019. The reduction of specific CO2 emissions has been defined as a core focus for the long-term variable remuneration since 2022. This was derived from the current corporate strategy, according to which the reduction targets are based on the indicator grammes CO₂ per tonne-kilometre transported, in line with the target system for the validated SBTi targets. The indicator grammes of CO2 per revenue tonne-kilometre shows the CO2 intensity – i.e. the CO2 emissions per transported tonne-kilometre.
The Supervisory Board as a whole is responsible for the structure of the remuneration system for Executive Board members and for defining the individual remuneration. The Steering and Remuneration Committee of the Deutsche Lufthansa AG Supervisory Board supports the Supervisory Board, monitors the appropriateness of the remuneration system and prepares the Supervisory Board’s resolutions. If so required, the Steering and Remuneration Committee recommends any changes to the Supervisory Board. In the event of material changes to the remuneration system, but at least every four years, the remuneration system is presented at the Annual General Meeting for approval.
The remuneration of Supervisory Board members is designed as a fixed remuneration system, as per the regulation adopted by the Annual General Meeting on 9 May 2023. Members do not receive attendance fees or variable remuneration.
GOV-4 – Statement on due diligence
| T050 | ESRS 2 GOV-4 | 30 & 32 Statement on due diligence in 2025 | ||
|---|---|---|---|
| Core elements of due diligence | Reference within the sustainability report | Disclosure refers to people and / or the environment | |
| a) Enshrining due diligence in corporate governance, strategy and business model |
ESRS 2 GOV-2, ↗ ESRS 2 General disclosures – The Company’s administrative, management and supervisory bodies are informed about sustainability matters several times a year | People and the environment | |
| ESRS 2 GOV-3, ↗ ESRS 2 General disclosures – Integration of sustainability-related performance in incentive schemes | People and the environment | ||
| ESRS 2 SBM-3, ↗ ESRS 2 General disclosures – Material impacts, risks and opportunities and their interaction with strategy and business model | People and the environment | ||
| ESRS 2 SBM-3 E1, ↗ ESRS E1 Climate change – Resilience analysis has been updated and resistance to climate change has been analysed | Environment | ||
| ESRS 2 SBM-3 S1, ↗ ESRS S1 Own workforce – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| ESRS 2 SBM-3 S2, ↗ ESRS S2 Workers in the value chain – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| ESRS 2 SBM-3 S4, ↗ ESRS S4 Consumers and end-users – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| b) Integration of affected stakeholders | ESRS 2 GOV-2, ↗ ESRS 2 General disclosures – The Company’s administrative, management and supervisory bodies are informed about sustainability matters several times a year | People and the environment | |
| ESRS 2 SBM-2, ↗ ESRS 2 General disclosures – Interests and views of stakeholders | People and the environment | ||
| ESRS 2 IRO-1, ↗ ESRS 2 General disclosures – Material impacts, risks and opportunities of the Lufthansa Group were reviewed and ↗ ESRS 2 General disclosures – The connection with risk management was further developed | People and the environment | ||
| E1-2, ↗ ESRS E1 Climate change – Policies related to climate change mitigation and adaptation | Environment | ||
| E2-1, ↗ ESRS E2 Pollution – Five-pillar strategy for active noise abatement aims to reduce noise pollution | Environment | ||
| E5-1, ↗ ESRS E5 Resource use and circular economy – Policies related to resource use and circular economy | Environment | ||
| S1-1, ↗ ESRS S1 Own workforce – Policies related to own workforce | People | ||
| S1-2, ↗ ESRS S1 Own workforce – Processes for engaging with own workforce and workers’ representatives about impacts | People | ||
| S2-1, ↗ ESRS S2 Workers in the value chain – Policies related to value chain workers | People | ||
| S2-2, ↗ ESRS S2 Workers in the value chain – Processes for engaging with value chain workers about impacts | People | ||
| S4-1, ↗ ESRS S4 Consumers and end-users – Policies related to consumers and end-users | People | ||
| S4-2, ↗ ESRS S4 Consumers and end-users – Processes for engaging with consumers and end-users about impacts | People | ||
| G1-1, ↗ ESRS G1 Business conduct – Business conduct policies and corporate culture | People and the environment | ||
| G1-2 ↗ ESRS G1 Business conduct – Management of relationships with suppliers | People and the environment | ||
| c) Identification and assessment of negative impacts | ESRS 2 IRO-1, ↗ ESRS 2 General disclosures – Material impacts, risks and opportunities of the Lufthansa Group were reviewed and ↗ ESRS 2 General disclosures – The connection with risk management was further developed | People and the environment | |
| ESRS 2 SBM-3, ↗ ESRS 2 General disclosures – Material impacts, risks and opportunities and their interaction with strategy and business model | People and the environment | ||
| ESRS 2 SBM-3 E1, ↗ ESRS E1 Climate change – Resilience analysis has been updated and resistance to climate change has been analysed | Environment | ||
| ESRS 2 SBM-3 S1, ↗ ESRS S1 Own workforce – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| ESRS 2 SBM-3 S2, ↗ ESRS S2 Workers in the value chain – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| ESRS 2 SBM-3 S4, ↗ ESRS S4 Consumers and end-users – Material impacts, risks and opportunities and their interaction with strategy and business model | People | ||
| d) Adopting measures to mitigate these negative impacts | E1-1, ↗ ESRS E1 Climate change – Transition plan for climate change mitigation | Environment | |
| E1-3, ↗ ESRS E1 Climate change – Actions and resources in relation to climate policies | Environment | ||
| E2-2, ↗ ESRS E2 Pollution – Actions and resources related to pollution | Environment | ||
| E5-2, ↗ ESRS E5 Resource use and circular economy – Actions and resources related to resource use and circular economy | Environment | ||
| S1-4, ↗ ESRS S1 Own workforce – Comprehensive measures implemented under the Human Resources strategy | People | ||
| S2-4, ↗ ESRS S2 Workers in the value chain – Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions | People | ||
| S4-4, ↗ ESRS S4 Consumers and end-users – Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions | People | ||
| G1-1, ↗ ESRS G1 Business conduct – Business conduct policies and corporate culture | People and the environment | ||
| G1-2, ↗ ESRS G1 Business conduct – Management of relationships with suppliers | People and the environment | ||
| G1-3, ↗ ESRS G1 Business conduct – Prevention and detection of corruption and bribery | People and the environment | ||
| G1-4, ↗ ESRS G1 Business conduct – Incidents of corruption or bribery | People and the environment | ||
| e) Tracking the efficacy of these efforts and reporting to | E1-4, ↗ ESRS E1 Climate change – Targets related to climate change mitigation and adaptation | Environment | |
| E1-5, ↗ ESRS E1 Climate change – Energy consumption and mix | Environment | ||
| E1-6, ↗ ESRS E1 Climate change – Gross Scopes 1, 2, 3 and total GHG emissions | Environment | ||
| E1-7, ↗ ESRS E1 Climate change – GHG removals and GHG mitigation projects financed through CO2 credits | Environment | ||
| E1-9, ↗ ESRS E1 Climate change – Anticipated financial effects | Environment | ||
| E2-3, ↗ ESRS E2 Pollution – Targets related to pollution | Environment | ||
| E2-4, ↗ ESRS E2 Pollution – Pollution of air, water and soil | Environment | ||
| E5-3, ↗ ESRS E5 Resource use and circular economy – Targets related to resource use and circular economy | Environment | ||
| E5-4, ↗ ESRS E5 Resource use and circular economy – Resource inflows | Environment | ||
| S1-5, ↗ ESRS S1 Own workforce – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | People | ||
| S1-9, ↗ ESRS S1 Own workforce – Diversity metrics | People | ||
| S1-14, ↗ ESRS S1 Own workforce – Health and safety metrics | People | ||
| S1-16, ↗ ESRS S1 Own workforce – Remuneration metrics | People | ||
| S1-17, ↗ ESRS S1 Own workforce – Incidents, complaints and severe human rights impacts | People | ||
| S4-5, ↗ ESRS S4 Consumers and end-users – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | People | ||
| G1-4, ↗ ESRS G1 Business conduct – Incidents of corruption or bribery | People | ||
| G1-5, ↗ ESRS G1 Business conduct – Political influence and lobbying activities | People | ||
| G1-6, ↗ ESRS G1 Business conduct – Payment practices | People | ||
GOV-5 – Risk management and internal controls over sustainability reporting
Risk management and internal control system monitor sustainability reporting processes
The Lufthansa Group is continuing the Group-wide implementation of a non-financial internal control system (N-ICS) as well as a uniform risk management methodology. The N-ICS comprises processes for defining, documenting and reviewing the effectiveness and appropriateness of controls. These processes are currently being standardised.
The Lufthansa Group’s N-ICS contains principles and processes from the framework of the Committee of the Sponsoring Organizations of the Treadway Commission (COSO). This framework defines the central elements of a control system and sets the standards for measuring the appropriateness and effectiveness of the N-ICS. The aim is to ensure that the information processed in the relevant processes is complete and reliable and complies with the requirements of the CSRD.
The N-ICS framework is intended to cover the organisational units involved in sustainability reporting, the relevant IT systems and the key processes for data collection and reporting. This also includes disclosures relating to data collection and reporting under the EU Taxonomy.
In the 2025 reporting year, the scope of the N-ICS remained largely unchanged compared with the previous year. Structural progress in implementation was achieved in particular through the further development of the policy for defining the audit scope for relevant data points and the systematic inclusion of additional IT systems in the N-ICS. The existing framework is being gradually expanded in order to meet future legal requirements.
Adapted methods for ESG risks in accordance with CSRD applied in order to facilitate integration into risk management
As part of the validation of the double materiality assessment in 2025, ESG risks were assessed in accordance with the CSRD by the Corporate Responsibility department in collaboration with the departments and in accordance with ESRS requirements. As in the previous year, the underlying risk methodology was derived from the Group-wide risk management methodology, including the risk scales and risk types, for example.
Since the first implementation of the double materiality assessment in 2024, an integration process has been in place to integrate the risks identified through the double materiality assessment into the Lufthansa Group’s risk management and regular risk management process. The standard methodology and processes are adapted as required with CSRD-relevant specifics, as described below.
Impacts and opportunities are included in separate processes that are managed and coordinated by the Corporate Responsibility and Corporate Strategy departments. The Corporate Controlling department is responsible for the Group-wide harmonisation of the risk management system. The responsible unit head reports directly to the Chief Financial Officer. Group Risk Management implements consistent standards and methods, coordinates and continually develops the risk management process, and takes care of risk management reporting within the Lufthansa Group. The Supervisory Board’s Audit Committee monitors the existence and effectiveness of the Lufthansa Group’s risk management. The Group Risk Management Committee ensures, on behalf of the Executive Board, that processes, structures and rules are established to identify, manage and assess business risks at an early stage across all functions and processes. In addition, the committee has multiple objectives, including the continuous development of the Lufthansa Group’s risk management system, monitoring its implementation and ensuring compliance with the risk policy. The composition and responsibilities of the committee are set out in the internal guidelines. The Internal Audit department carries out independent system audits focusing on the appropriateness and effectiveness of the risk management system implemented in the Lufthansa Group.
The Lufthansa Group’s risk management addresses ESG risks in accordance with the CSRD at the Group level. Managers with budgetary and/or disciplinary responsibilities are named as risk managers. It is their task to implement risk management within their areas. This responsibility was initially assumed by interim topic managers. Since the 2025 financial year, responsibility has been transferred to the designated risk managers.
The Lufthansa Group’s risk management process consists of continual risk identification, evaluation and management. Risks are systematically recorded, monitored and assessed either qualitatively or quantitatively using the defined process. As a rule, the assessment is carried out on a net basis, taking into account existing risk mitigation measures. As part of the annual double materiality assessment, ESG risks are initially identified and recorded as gross risks, meaning without taking risk mitigation actions into account. Since the beginning of the current reporting year, ESG risks assessed as material have been transferred into the Lufthansa Group’s established risk management process. In this context, existing effective risk mitigation actions for ESG risks are documented and taken into account in the assessment. On this basis, the probability of occurrence and the scale of ESG risks are determined in line with the assessment periods and thresholds applicable in risk management, enabling ESG net risks to be integrated into the regular risk management reporting process.
Methodology for prioritising, managing and integrating the N-ICS consistently further developed
The Lufthansa Group has established internal control processes in order to enable transparency and compliance in the recording and processing of relevant data as part of its sustainability reporting. The preparation of the content is done in an iterative process where the texts and accuracy of the disclosures are reviewed for accuracy. The control processes include agreements with the departments where topic-specific content is developed and coordinated. The content is then consolidated, evaluated and checked for accuracy and compliance. After various agreements between the committees, unit heads and iterative adjustment processes, the final sustainability report is accepted by the Executive Board and Supervisory Board. This multi-stage process aims to ensure that the report is complete and meets the Lufthansa Group’s requirements when it is published.
The concept for the N-ICS is based on the existing financial ICS and generally follows a life cycle. It comprises the following steps, which are carried out either in sequence or in parallel: definition of scope and limits, determining the target requirements, planning phase, maintenance phase, efficacy review, quality assurance of self-assessments, activity monitoring and N-ICS reporting. The Lufthansa Group’s N-ICS life cycle is intended to begin with an annual risk-oriented analysis to determine the scope and content of the N-ICS. Within this concept, the focus of the annual analysis is on risks in data collection and reporting processes, as well as in relevant Group companies, IT systems and data points. The analysis is based on the criteria of materiality, process complexity and probability of error. Each organisational unit covered by the N-ICS is obliged to take part in the N-ICS life cycle. The full implementation of this conceptual approach is being carried out step by step and is being further advanced as part of the ongoing development and implementation of the N-ICS. The entirety of the N-ICS life cycle is mapped in a governance risk compliance IT system.
To determine the scope of relevant Group companies, the criteria of CO2 emissions and the number of employees are applied. IT systems that provide material data for non-financial reporting are included within the scope of the N-ICS. The selection of relevant data points in the 2025 financial year was based on clearly defined criteria that take into account both regulatory requirements and the Group’s strategic priorities. Only quantitative data points were considered that are either already part of non-financial reporting or intended for future disclosure. In addition, data points subject to statutory reporting requirements and classified as material as part of the double materiality assessment were included. Particular attention was paid to information of high relevance to the Group’s ESG strategy as well as to data points that attract strong interest from the capital markets. The selection is limited to Group-relevant data points in order to ensure consistent and meaningful reporting.
A risk control matrix maps the identified material risks across the data collection and reporting process and serves as a tool for managing and monitoring these risks. Material risks in the reporting relate to incompleteness or inaccuracies in the report, as well as approvals that have not yet been obtained. In terms of data collection, the material risks relate to incomplete or erroneous collection or aggregation of data. Review and approval controls were designed to mitigate these risks. The documentation of these controls in the central internal control system (ICS) is currently being established and is being expanded and implemented step by step. Material IT systems were included in the N-ICS in the 2025 financial year and were reviewed in selected areas through an internal ICS audit. A risk control matrix was also prepared for the IT systems, and general controls to mitigate risks were defined.
In line with other risks recorded within the risk management process, ESG risks are transferred to the ICS where defined thresholds are exceeded in order to mitigate them through continuous monitoring and by identifying appropriate controls. The insights gained during the establishment of the N-ICS will be taken into account in the future development and adjustment of the N-ICS.
In the target vision, all components of the N-ICS framework are subject to supervisory checks in the form of an internal ICS audit. An annual audit plan is established that takes into account the priority and critical nature of the processes, data points and IT systems following an annual relevance analysis. Any instances of limited efficacy are documented as to-dos with defined responsibilities and deadlines. The companies are responsible for putting this into practice. These activities are monitored at the level of the company and the Group. For the 2025 financial year, the regular report on the effectiveness of the ICS was prepared, focusing on the financial ICS. ↗ Description of the internal control system. Taking the legal requirements into account, the Corporate Internal Control System department plans to prepare an integrated report in the future covering both the financial ICS and the non-financial ICS. The conceptual design of this integrated reporting approach is currently being prepared.
The ICS effectiveness report provides information to the Executive Board and the Supervisory Board’s Audit Committee about the results of the effectiveness testing and the activities still to be completed from the previous reporting period. At a local level, the company’s ICS Officer is responsible for internal reporting within the relevant company. The internal reporting provides information to the legal representatives and the local Supervisory Board about the effectiveness of the N-ICS and the activities still to be completed from the previous reporting period.