Declaration of Conformity
declaration of conformity in accordance with section 161 of the AktG
The German Corporate Governance Code (GCGC), which was adopted in February 2002, contains recommendations and suggestions concerning the management and supervision of listed German companies with regard to shareholders and annual general meetings, the management board and supervisory board, transparency, reporting, and audit. The AktG requires the management boards and supervisory boards of listed companies to make an annual declaration explaining which of the Code's recommendations were or are not applied. The Code was last revised in 2010; the most recent version is dated 26 May 2010 (as published in the Electronic Federal Gazette on 2 July 2010). The Management Board and Supervisory Board are committed to the objectives of the Code and work to promote responsible, transparent corporate governance and management that is focused on sustainably increasing the value of the Company.
After careful consideration, the Management Board and Supervisory Board of aleo solar AG declare that the recommendations of the German Corporate Governance Code, as amended on 26 May 2010, have been complied with since 17 March 2011 (the date of issuing the most recent Declaration of Conformity) and will be complied with in the future with the following exceptions:
1. The Code recommends the option of postal votes in section 2.3.1 and sets out in section 2.3.3 that the Company should assist the shareholders in the use of postal votes. Up to now, aleo solar AG’s Articles of Association did not provide for postal votes, but shareholders are permitted to exercise their voting rights at the Annual General Meeting through a proxy appointed by the Company. This means that shareholders are able to submit their vote before the date of the Annual General Meeting. In our opinion, postal votes do not have an obvious advantage over representation by the proxy.
2. A deductible is not agreed upon when the Company takes out a D&O policy for the Supervisory Board, as recommended by section 3.8 of the German Corporate Governance Code. Agreement on a deductible is not considered necessary to ensure that the Supervisory Board members fulfil their duties.
3. The Company currently does not follow the recommendations in section 4.2.3 paragraph 2 of the German Corporate Governance Code (multi-year assessment for variable compensation elements) and in paragraph 4 (severance pay cap on premature termination of a Management Board contract without serious cause). The Supervisory Board ensures sound management and sustainable development by agreeing on individual targets with the Management Board members. Making bonus payments contingent on performance ensures that negative developments are taken into account. The Supervisory Board guarantees that only reasonable severance payments are made by limiting regular Management Board appointments to three years. The Company intends to follow both of these recommendations when drawing up new directors’ contracts or extending existing ones.
4. We deviate from section 5.1.2 paragraph 1 sentence 2 of the German Corporate Governance Code in that when appointing the Company’s Management Board the Supervisory Board bases its decisions solely on the skills and qualifications of the available candidates regardless of their sex. The Supervisory Board expressly welcomes all efforts to prevent discrimination – whether on grounds of religious beliefs, sex, skin colour or on any grounds – and promote diversity appropriately.
5. Section 5.1.2 (2) sentence 3 and section 5.4.1 (2) sentence 1 of the GCGC recommend age limits for the Management Board and Supervisory Board. The Company has refrained from setting age limits for members of the Management Board and the Supervisory Board because knowledge, skills and experience are the key criteria for selecting holders of these positions, rather than age.
6. Contrary to section 5.4.6 GCGC, the Supervisory Board does not receive performance-based remuneration. The independence of the Supervisory Board as a supervisory body should not be impaired by remuneration directly linked to the performance of the Company.
Prenzlau, 16. March 2012
The Supervisory Board | The Management Board |
Declaration of Conformity (5 Documents )
Declaration of Conformity 2009
idF from 19.03.2009
Declaration of Conformity 2008
idF from 20.03.2008