Compliance statement from the Executive and Supervisory Boards of INTERSEROH SE on the recommendations of the governmental commission on a German Corporate Governance Code according to § 161 AktG (German Companies Act) (as amended on 26 May 2010)
The Executive and Supervisory Boards declare that the recommendations of the governmental commission on a German Corporate Governance Code have been followed since 24 April 2003 with the exceptions named in the compliance statements.
INTERSEROH SE will satisfy all recommendations of the governmental commission on a German Corporate Governance Code as amended on 26 May 2010 with the following exceptions:
To 2.3.1 postal vote
| Explanation: | There will be no postal vote. Since the articles of association of INTERSEROH SE do not foresee any authorisation for a postal vote, this recommendation cannot be applied to INTERSEROH SE. |
To 2.3.2 electronic transmission
| Explanation: | The call for the general meeting along with the corresponding documents will not be sent by electronic means. At the annual general meeting of INTERSEROH SE on 17 May 2011, 7,610,590 of the total issued shares of 9,840,000 were represented. This corresponds to 77.34 percents of the equity capital. On account of the high presence of the represented equity capital it can be assumed that the classic postal channel is sufficient for the invitation and an additional transmission per e-mail would have no advantage for the shareholders |
To 4.2.3 compensation system for the Executive Board
| Explanation: | The remuneration for the board members of INTERSEROH SE is not based on a multiannual basis for assessment but on two components: the fixed annual salary and the variable participation. Both boards have close personal relationships with the company, on the one hand as principal shareholders and on the other by the contribution of a family-owned business. Taking these special circumstances into account, no further financial incentive has to be created to generate interest in a sustainable corporate development. |
To 5.1.2 appointment of the Executive Board
| Explanation: | Board members of INTERSEROH SE can be appointed for a period of more than five years in order to safeguard a long-term succession plan. There is no age limit for board members. Through the conviction that a long-term corporate planning is economically advantageous for the company, the articles of association of INTERSEROH SE permit the appointment of executive boards for a period of six years and with no age limits. A new Executive Board is chosen on the basis of qualification, so that no women's quota is planned. |
To 5.4.1 definition of the Supervisory Board's goals
| Explanation: | Since the Supervisory Board cannot determine which members of the board are to be elected by the shareholders, it has set itself goals corresponding to the DCGK for the nominations; a report is made on these within the scope of a nomination. At the same time the Supervisory Board points out that it will not make or refrain from making any suggestions because a candidate has or does not have a certain diversity property. |
To 5.4.2 composition of the Supervisory Board
| Explanation: | Dr. Eric Schweitzer, Chairman of the Supervisory Board, is CEO (Board of Directors) of the ALBA Group plc & Co.KG. The professional counselling and supervision of the management is the key aspect in the composition of the Supervisory Board. Supervisory Board members may be suitable for this even if they do not satisfy the independence criteria in the intendment of article 5.4.2 of the German Corporate Governance Code. |
To 5.4.6 remuneration for members of the Supervisory Board
| Explanation: | The supervisory work of the members of the Supervisory Board is carried out in return for payment. The Supervisory Board members do not receive additional success-oriented remunerations alongside the fixed remunerations based on the actual work. There are no plans to introduce a variable remuneration since the company is if the opinion that this would not constitute a significant improvement to the incentive to monitor the Executive Board. |
Cologne, December 2011
| The Board | The Supervisory Board |
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