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2005
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Corporate  Governance

Declaration of compliance by the Management and Supervisory Boards of Girindus AG

The Management and Supervisory Boards of Girindus AG hereby declare that they have been in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" pursuant to § 161 of the German Stock Corporation Act in the version applicable since the time of submission of the last declaration of compliance and that they continue to be in compliance with the currently applicable version of June 2nd, 2005, with the exception of the following instances of deviation:

  • Reasons for deviations from the recommendations of the German Corporate Governance Code have not been, and will not be, included in the annual report (Code no. 3.10).
  • Key features of the remuneration system, as well as the specific structure of a stock option plan or similar systems with long-term incentive elements and characterized by risk, have not been, and will not be, publicized on the Company's website in comprehensible format, nor will they be elucidated in the annual report. This is also true with respect to information on the value of share options (Code no. 4.2.3).
  • Remuneration of the Management Board is not, and will not be, broken down according to fixed salary, performance-related and long-term incentive components, nor will such remuneration be reported on an individual basis. Remuneration of the Management Board is reported as a total in the notes to the consolidated financial statements of 2003 to 2005. (Code no. 4.2.4).
  • No age limit has been, or will be, established for members of the Management Board (Code no. 5.1.2).
  • Supervisory Board committees will no longer be formed (Code no. 5.3.1). Due to the reduction of the number of the Company’s Supervisory Board members from six to three, establishing committees is not deemed practical.
  • No age limit has been, or will be, established for members of the Supervisory Board (Code no. 5.4.1).
  • A limitation of the legal appointment of Supervisory Board members until the next Annual Shareholders’ Meeting did not occur in the context of legal appointments during 2005 (Code no. 5.4.3.).
  • Members of the Supervisory Board have not in the past, and will not in future, receive performance-related remuneration of any kind (Code no 5.4.7).
  • Interim reports have not been, and will not be, made available to the public within 45 days of the end of the reporting period, but within 60 days of the end of the reporting period. The consolidated accounts will not be available within 90 days as requested by the Code, but will be publicized immediately after their completion (Code no. 7.1.2).

Bensberg, January 2006
Management Board and Supervisory Board of Girindus AG

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