Declaration of compliance of the Board of Directors and the Supervisory Board of INTERSEROH SEon the recommendations of the German Corporate Governance Code pursuant to § 161 of the German Corporation Act (as amended on June 18, 2009)
The Board of Directors and Supervisory Board declare that the recommendations of the German Corporate Governance Code have been complied with since September 29, 2004 with the exceptions stated in the declarations of compliance.
INTERSEROH SE will comply with all recommendations of the German Corporate Governance Code of June 18, 2009 with the following exceptions:
Re 2.3.2 Electronic transmission
| Explanation: | Notices of convocation of the general meeting and convocation documents are not sent electronically.
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Re 3.8 D & O insurance
| Explanation: | The current insurance policies do not provide for retention at present. This will, however, be introduced in the old policies of the Board of Directors by June 30, 2010.
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Re 4.2.3 Remuneration system for the Board of Directors
| Explanation: | The remuneration of the directors is made up of fixed and variable components. Stock option plans for directors do not exist at Interseroh.
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Re 5.1.2 Appointment of the Board of Directors
| Explanation: | The directors of INTERSEROH SE may be appointed for a period of five years to secure a long-term order of succession. There is no age limit for directors. |
Re 5.4.2 Composition of the Supervisory Board
| Explanation: | Dr Eric Schweitzer, Chairman of the Supervisory Board, is a member of the board of directors of ALBA AG, Berlin.
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Re 5.4.6 Remuneration of Supervisory Board members
| Explanation: | The members of the Supervisory Board exercise their supervisory role in return for payment. Apart from their fixed work-based remuneration, the members of the Supervisory Board do not receive additional performance-related remuneration.
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Re 7.1.2. Publication of the interim report
| Explanation: | The recommendation to publish the interim financial report for the period 01.01.2009 to 30.06.2009 within 45 days was diverged from because the new regulations of the German Accounting Principles Modernisation Act (BiMoG) were applied internally for the first time for the annual financial statements.
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Cologne, December 2009
| The Board of Directors | The Supervisory Board |
