Update to the declaration on conformity (Section 161 AktG (German Stock Corporation Law)) of euromicron AG for 2010
On December 22, 2010, the Executive Board and Supervisory Board of euromicron AG issued a declaration on conformity with the German Corporate Governance Code (“code”) in accordance with Section 161 AktG (German Stock Corporation Law). This declaration is hereby updated by the Executive Board and Supervisory Board.
euromicron complied with the recommendations of the code in its version dated June 18, 2009, as published on August 5, 2009, in the electronic Federal Official Gazette (“2009 version”) and the recommendations of the code in its version dated May 26, 2010, as published on July 2, 2010 (“2010 version”), with the exceptions stated in the declaration on conformity dated December 22, 2010, up to and including February 2011.
In March 2011, a further deviation arose, namely in relation to Section 7.1.2, Sentence 4 of the code, which is why it is necessary for the declaration on conformity to be updated.
This having been stated, the Executive Board and the Supervisory Board of euromicron AG declare in accordance with Section 161 of the German Stock Corporation Law:
euromicron AG complied and will comply with the recommendations of the government commission on the “German Corporate Governance Code”, with the following exceptions:
1. Deductible for the D&O insurance
(Section 3.8 (3) of the German Corporate Governance Code, 2009 and 2010 versions)
The members of the Supervisory Board were covered by a D&O insurance without a deductible up to July 1, 2010. Since July 1, 2010, the D&O insurance for the Executive Board has included a deductible complying with statutory regulations. The D&O insurance for members of the Supervisory Board has included an appropriate deductible since July 1, 2010.
In principle, euromicron AG does not believe that the commitment and responsibility with which the members of the Executive Board and the Supervisory Board discharge their duties will be improved by agreeing a deductible for the D&O insurance. With regard to the new statutory stipulations on D&O insurance, however, the existing D&O insurance was modified effective July 1, 2010, to ensure compliance with the statutory stipulations and, where the Supervisory Board is concerned, with the recommendation in Section 3.8 (3) of the German Corporate Governance Code.
2. Formation of Supervisory Board committees
(Section 5.3 of the German Corporate Governance Code, 2009 and 2010 versions)
The Supervisory Board of euromicron AG has not formed any committees in the past and will also not do so in future.
Since the General Meeting on June 24, 2004, the Supervisory Board of euromicron AG consists only of three persons in accordance with the Articles of Association. The formation of committees would not make the work of the three-member Supervisory Board easier, since the committees (which adopt decisions) would also have to have at least three members of the Supervisory Board on them.
3. Disclosure of compensation for members of the Supervisory Board
(Section 5.4.6 of the German Corporate Governance Code, 2009 and 2010 versions)
euromicron AG refrains from reporting the compensation of the Supervisory Board members individually in the Corporate Governance Report.
In accordance with Section 13 of the Articles of Association, the members of the Supervisory Board receive compensation that consists of a fixed and a variable component. The variable part of their compensation is geared to the company’s profitability and is calculated on the basis of the dividend adopted at the General Meeting. In addition, the overall compensation is published in the Annual Report, with the result that the individual compensation of the members of the Supervisory Board can be deduced directly. By dispensing with separate disclosure of information that can be ascertained directly, the company also pursues the goal of reducing the size of the Annual Report, which has increased over the past years, and so of making it clearer.
(Section 7.1.2 Sentence 4 of the German Corporate Governance Code, 2009 and 2010 versions)
Contrary to the recommendation of Section 7.1.2 Sentence 4 of the German Corporate Governance Code, the consolidated financial statements of euromicron AG for the fiscal year 2010 will not be publicly accessible within 90 days of the end of the fiscal year.
BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hamburg, was appointed by the Ordinary General Meeting of euromicron AG on June 17, 2010, to audit the single-entity and consolidated financial statements, but declined to accept this commission in its letter dated November 17, 2010. At the request of euromicron AG’s Executive Board, Frankfurt/Main Local Court then appointed PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, as the independent auditor for the company and Group for the fiscal year 2010 in its order dated November 23, 2010. In view of the short time available, the court-appointed independent auditor was not able to familiarize itself completely with the complex material involved in auditing of the single-entity and consolidated financial statements at euromicron AG. In view of this, the consolidated financial statements of euromicron AG for fiscal 2010 will not be able to be published within a period of 90 days of the end of the fiscal year.
5. No list of third party companies
(Section 7.1.4 of the German Corporate Governance Code, 2009 and 2010 versions)
euromicron AG dos not publish a list of third party companies in which it has a shareholding that is not of minor importance for the enterprise, including the disclosures in accordance with Section 7.1.4 Sentence 3 of the of the German Corporate Governance Code.
euromicron AG follows the recommendation of Section 7.1.4 of the German Corporate Governance Code insofar as it presents a list of holdings in the form of clear charts of the company structure. In addition, extensive details of the purpose and role in the Group of the companies that are not of minor importance to the existence and development of euromicron AG and the Group are given. More detailed publication is dispensed with in order to avoid competitive disadvantages as a result of disclosure of details on valuations and the earnings power of individual holdings.
Frankfurt/Main, March 31, 2011
For the Supervisory Board:
Dr. Franz-Stephan von Gronau
Chairman of the Supervisory Board
For the Executive Board:
Dr. Willibald Späth
Chairman of the Executive Board