Declaration of conformity in accordance with section 161 of the AktG:
Declaration by the Management Board and the Supervisory Board in accordance
with section 161 of the AktG concerning the Corporate Governance Code
The Management Board and Supervisory Board of Hansa Group AG hereby declare that, since the submission of the most recent declaration of conformity on May 24, 2012, the Company has largely adhered to the recommendations of the Government Commission German Corporate Governance Code (www.corporate-governance-code.de) in the edition dated May 26, 2010 with the exception of 2.3.3, 3.8, 4.1.5, 4.2.1, 4.2.3, 4.2.5, 5.1.2, 5.3.1, 5.3.2, 5.3.3, 5.4.1, 5.4.3, 5.4.6 and 7.1.2 as defined below. Hansa Group AG has adhered to the recommendations in the edition dated May 15, 2012 since its publication in the Federal Gazette on June 15, 2012 with the exception of 3.8, 4.1.5, 4.2.1, 4.2.3, 5.1.2, 5.3.1, 5.3.2, 5.3.3, 5.4.1, 5.4.3 and 7.1.2 as defined below. The Management Board and Supervisory Board of Hansa Group AG will continue to adhere to the recommendations of the German Corporate Governance Code with these exceptions:
- The Hansa Group AG Articles of Association have up to now made no provision for postal voting (Code, 2.3.3 in the edition dated May 26, 2010). Shareholders continue to have the option of commissioning a proxy appointed by the Company to exercise their voting rights, however. This provision facilitates the exercise of the shareholders’ rights even prior to the day of the Annual General Meeting. No significant benefits for the shareholders are therefore perceived in postal voting. The extra work and costs associated with postal voting are therefore eliminated.
- This deviation (previously declared as a precautionary measure) from the German Corporate Governance Code no longer applies because the most recent edition of the German Corporate Governance Code of May 15, 2012 clarifies that there is no obligation to offer postal voting.
- Since the legally mandatory deadline of July 1, 2010, the Directors’ and Officers’ (D&O) liability insurance taken out for the members of the executive bodies has included the necessary deductible in the case of members of the Management Board (Code, 3.8). In the case of members of the Supervisory Board, the Company continues to be of the opinion that a deductible would not improve motivation and responsibility.
- The Management Board should ensure diversity in filling managerial posts and aim, in particular, to take appropriate measures for the inclusion of female members (Code, 4.1.5). The Management Board diverges from the recommendations to the extent that it is guided in the filling of managerial posts solely by the qualifications of the candidates. This is considered the best fulfillment of the principle of equal treatment..
- The Management Board does not have a chairperson (Code, 4.2.1). Reason: this is not deemed expedient, given the current composition of the Management Board, of only two members.
- At the time of submission of this declaration of conformity, the existing contracts with the members of the Management Board do not make provision for (retrospective) adjustment to take account of positive or negative developments in the variable remuneration components already granted. Reason: the resultant deviation from the Code is explicable by the fact that existing agreements cannot be updated immediately. The Supervisory Board will implement the necessary modifications within the period set (Code, 4.2.3).
- A remuneration report (Code, 4.2.5 in the edition of May 26, 2010) is not prepared. Reason: a separate remuneration report is considered unnecessary, since the system of remuneration for the members of the Management Board is explained in the context of the Corporate Governance Declaration. We reserve the right to revise this opinion and situation in the context of the corresponding legal provisions should need arise in future. The requirements of the Act on the Appropriateness of Management Board Compensation (VorstAG) will be implemented within the periods stipulated in the Act.
- This deviation from the German Corporate Governance Code no longer applies because the Corporate Governance report must no longer contain a separate remuneration report according to the most recent edition of the German Corporate Governance Code of May 15, 2012.
- The Supervisory Board thus diverges from the recommendations insofar as it is guided in the appointment of the Management Board solely by the qualifications of the candidates. An age limit for members of the Management Board has not been and will therefore not be set, nor will special measures for the inclusion of female members be taken (Code, 5.1.2). Reason: this would excessively restrict the Supervisory Board in its function of selecting suitable candidates for the Management Board and infringe the principle of equal treatment.
- The Supervisory Board does not establish committees (Code, 5.3.1, 5.3.2 and 5.3.3). Reason: in view of its size of only three members, the Supervisory Board considers the formation of committees not to be expedient.
- The Supervisory Board should, with due consideration of the corporate and business situation, and of the Company’s international activity, state for its composition specific targets which take due account of potential conflicts of interest, the number of independent Supervisory Board members in the sense of Code, 5.4.2, an age limit for members of the Supervisory Board, and diversity (Code, 5.4.1). The Supervisory Board does not wish to comply with this recommendation, as it believes that this would limit the flexibility of the Supervisory Board’s composition. Instead, the Supervisory Board is of the opinion that the ideal Supervisory Board candidate will have to be identified and appointed on a case-by-case basis. No age limit for members of the Supervisory Board has been set. Reason: Hansa Group AG perceives in an age limit a restriction on the shareholders’ right to elect the members of the Supervisory Board.
- Proposed candidates for chairmanship of the Supervisory Board are not disclosed to the shareholders (Code, 5.4.3). Election of the chairperson of the Supervisory Board from its own number is part of the innate competence of the Supervisory Board itself. It should, therefore, remain with and reside in this body. Disclosure of the proposed candidates prior to final voting would impair the necessary secrecy of deliberation and could potentially have a discrediting effect on unsuccessful candidates.
- The members of the Supervisory Board have in the past not received any performance-based remuneration and will also not receive such performance-based remuneration in the future (Code, 5.4.6 in the edition from May 26, 2010). Reason: Hansa Group AG considers appropriate fixed remuneration more suitable for reward of the controlling function and responsibilities, which must be exercised irrespective of the Company’s performance.
- This deviation from the German Corporate Governance Code no longer applies because the most recent edition of the German Corporate Governance Code of May 15, 2012 no longer contains a recommendation for performance-based Supervisory Board remuneration.
- Interim reports have not been and will not be published within 45 days, but instead within 60 days from the end of the reporting period. Contrary to the Code, the consolidated financial statements will not be published within 90 days, but rather directly upon completion (Code, 7.1.2). Reason: the Company in each case complies with its disclosure and publication obligations within the legally mandatory deadlines. For organizational reasons, and in view of the concomitant financial and organizational complexity, the Management Board and Supervisory Board consider any further shortening of the appurtenant deadlines not to be expedient.
Should further deviations from the German Corporate Governance Code arise during the fiscal year, Hansa Group AG will immediately update this declaration.
Comment to the Code as amended on 24.05.2011
Comment to the Code as amended on 26.05.2010
Comment to the Code as amended on 18.06.2009
Comment to the Code as amended on 06.06.2008
Comment to the Code as amended on 14.06.2007
Comment to the Code as amended on 12.06.2006
Comment to the Code as amended on 02.06.2005
Comment to the Code as amended on 21.05.2003