The Board of Management and the Supervisory Board declare that the recommendations of the Government Commission on the German Corporate Governance Code as set forth in the version dated May 26, 2010 have been complied with in the 2011 financial year and will be complied with in the future with the exception of the following recommendations:
Article 4.2.3.
(Structure of Board of Management remuneration)
The remuneration system of the members of the Board of Management reflects the requirements of the German Corporate Governance Code, with the exception that no variable component was agreed for the 2011 financial year upon the first-time appointment of a Board of Management member with effect from June 1, 2011. This decision was based on the fact that the remainder of the financial year was not regarded as an adequately meaningful assessment basis for a variable remuneration component. However, in the coming 2012 financial year all members of the Board of Management will once again receive remuneration that is fully compliant with the requirements of the German Corporate Governance Code.
Articles 5.1.2. and 5.4.1.
(composition of the Board of Management and Supervisory Board)
When deciding on the appointment of new members of corporate bodies, also in future the emphasis will be on the qualifications of the candidates and not on their gender.
Article 5.4.6.
(composition and disclosure of the remuneration of Supervisory Board members)
The members of the Supervisory Board receive total remuneration comprising fixed and variable components, as specified in the articles of incorporation by the Shareholders' Meeting. No performance-related remuneration including components based on the long-term performance of the company has been envisaged. The total remuneration is disclosed in the Notes section of the financial statements, categorised by fixed and variable components. To protect the privacy of the Supervisory Board members, the amounts are not broken down by individual.
Sassenberg, May 2011
The Board of Management and the Supervisory Board declare that the recommendations of the Government Commission on the German Corporate Governance Code as set forth in the version dated May 26, 2010 have been complied with in the 2010 financial year and will be complied with in the future
with the exception of the following recommendations:
Articles 5.1.2. and 5.4.1. (composition of the Board of Management and Supervisory Board)
When deciding on the appointment of new members of corporate bodies, also in future the emphasis will be on the qualifications of the candidates and not on their gender.
Article 5.4.6 (composition and disclosure of the remuneration of Supervisory Board members)
The members of the Supervisory Board receive total remuneration comprising fixed and variable components, as specified in the articles of incorporation by the Shareholders' Meeting. No performance-related remuneration including components based on the long-term performance of the company has been envisaged. The total remuneration is disclosed in the Notes section of the financial statements, categorised by fixed and variable components. To protect the privacy of the Supervisory Board members, the amounts are not broken down by individual.
Sassenberg, September 2010
The Board of Management and the Supervisory Board declare that the recommendations of the Government Commission on the German Corporate Governance Code as set forth in the version dated June 18, 2009 have been complied with in the 2009 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board – no excess)
No excess is envisaged in the old contracts. The requirement of the Corporate Governance Code in this respect will be complied with upon the forthcoming extensions of the contracts in 2010.
Point 4.2.3
(Remuneration structure for Board of Management)
The previous remuneration structure did not conform to the new requirements of the current Corporate Governance Code in every detail. The contracts have been revised with a view to satisfying these requirements from the 2010 financial year.
Point 5.4.6
(Disclosure of breakdown of the remuneration paid to members of the Supervisory Board, but not for each individual)
The total remuneration of members of the Supervisory Board is indicated in the Notes section of the financial statements, categorised by fixed and variable components, as specified in the articles of incorporation by the Shareholders' Meeting. To protect the privacy of the Supervisory Board members, the amounts are not broken down by individual.
Sassenberg, December 2009
The Board of Management and the Supervisory Board declare that the recommendations of the Government Commission on the German Corporate Governance Code as set forth in the version dated June 18, 2009 have been complied with in the 2009 financial year and will be complied with in the future with the exception of the following recommendations:
Article 3.8
(D&O insurance for Board of Management and Supervisory Board – no excess)
No excess is envisaged in the old contracts. The requirement of the Corporate Governance Code in this respect will be complied with upon the forthcoming extensions of the contracts in 2009.
Article 4.2.3
(Remuneration structure for Board of Management)
The previous remuneration structure did not conform to the new requirements of the current Corporate Governance Code in every detail. The contracts are being revised with a view to satisfying these requirements from the 2010 financial year.
Article 5.4.6
(Disclosure of breakdown of the remuneration paid to members of the Supervisory Board, but not for each individual)
The total remuneration of members of the Supervisory Board is indicated in the Notes section of the financial statements, categorised by fixed and variable components, as specified in the articles of incorporation by the Shareholders' Meeting. To protect the privacy of the Supervisory Board members, the amounts are not broken down by individual.
Sassenberg, September 2009
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated June 6, 2008 have been complied with in the 2008 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 5.4.6
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, September 2008
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated 14.June 2007 have been complied with in the 2007 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 5.3.3
(Nominations Committee of Supervisory Board – not formed so far)
Point 5.4.7
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, 18. September 2007
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated Juni 2006 have been complied with in the 2006 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 5.4.6
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, September 2006
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated Juni 2005 have been complied with in the 2005 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 4.2.4
(Reporting of breakdown of the remuneration paid to members of the Board of Management, but not for each individual)
Point 5.4.6
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, September 2005
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated May 2003 have been complied with in the 2004 financial year and will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 4.2.4
(Reporting of breakdown of the remuneration paid to members of the Board of Management, but not for each individual)
Point 5.4.5
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, September 2004
The Board of Management and the Supervisory Board declare that the recommended practices of the Code Commission appointed by the Federal German Government as laid down in the version dated May 2003 have been complied with in the 2003 financial year and, insofar as this was not the case (3.10 * Corporate governance report in the Annual Report, in particular explanation of departures from the requirements; 4.2.3 Announcement of the basic principles of the remuneration system for the Board of Management on the Internet and explanation in the Annual Report, as well as notification of the Shareholders' Meeting of the basic principles and changes; 7.1.4 Declaration of the shareholders' equity in investments), - these will be complied with in the future with the exception of the following recommendations:
Point 3.8
(D&O insurance for Board of Management and Supervisory Board - no excess)
Point 4.2.3
(Cap on stock options - not envisaged under the current options scheme)
Point 4.2.4
(Reporting of breakdown of the remuneration paid to members of the Board of Management, but not for each individual)
Point 5.4.5
(Reporting of remuneration paid to members of the Supervisory Board, but anonymously)
Sassenberg, in December 2003
The Management Board and Supervisory Board declare that the February 2002 version of the Recommendations on Conduct, as introduced by the Code Commission of the Federal Government, has been and will be complied with except for:
figure 3.8.
(D&O Insurance for Management and Supervisory Board Members:- no deductible is agreed).