Management & Supervisory Board Declaration of Compliance in accordance with Section 161 German Stock Corporation Act (AktG) on the German Corporate Governance Code
The Management Board and Supervisory Board last issued a Declaration of Compliance in accordance with Section 161 AktG on 25 February 2011. This declaration was based on the German Corporate Governance Code version dated 26 May 2010. The German Corporate Governance Code was not revised in 2011. The currently valid version is still the one dated 26 May 2010.
The Management Board and Supervisory Board of 4SC AG state, in accordance with Section 161 AktG, that 4SC AG has complied and will continue to comply with the recommendations of the German Corporate Governance Code based on the 26 May 2010 version, with the exceptions stated below:
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1) D&O insurance policy for the Supervisory Board
(Sec. 3.8, para. 3 of the Code):
Since 1 July 2010, the Company's current D&O insurance policy for the Management Board has contained the deductible required by law. The Company’s current D&O insurance policy for the Supervisory Board, as previously, specifies a deductible in the maximum amount of US$ 50 thousand per case. This only relates to cases of damage in the USA. No specific deductible was stipulated for the insured members of the Supervisory Board because the Management Board and the Supervisory Board agree that all members of the Company's corporate bodies are required to show responsibility as a matter of course. A deductible is not necessary especially because major shareholders are represented on the Supervisory Board.The law as well as the Company's Articles of Association impose strict limitations on the Supervisory Board’s ability to influence the business activities of a public company. Under Section 76, para. 1 AktG the Management Board is responsible for managing the Company on its own. Aside from participating in the determination of the parameters of the Company's corporate strategy, the Supervisory Board's ability to influence its implementation or the Company's operating business is limited. This also applies to measures designed to avert damages for the Company. 4SC AG does not intend therefore to stipulate a significant deductible in the D&O insurance for the members of the Supervisory Board in future.
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2) Stock Option programme for the Management Board
(Sec. 4.2.3, para. 2 and 3 of the Code):
The current variable remuneration components for the Management Board are based on an annual success based Bonus I as well as long-term performance-oriented remuneration – which took effect retroactively to 1 January 2010 following the resolution on the new director's contracts in June 2010 – in the form of a three-year Bonus II and stock options. The current Stock Option programmes for the Management Board and employees are based on binding shareholder resolutions adopted at the Company's Annual General Meeting. These options can only be exercised in the event of clearly defined share price increases. 4SC AG believes that these programmes are ideally tailored to the Company. In connection with the Stock Option programme, the Company thus deliberately foregoes the limitation for extraordinary and unforeseeable developments recommended in the Code (Cap) and referring the stock options to reference parameters (e.g. share indices).
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3) Nomination Committee within the Supervisory Board
(Sec. 5.3.3 of the Code):
The Supervisory Board has decided against establishing a Nomination Committee. The Supervisory Board of 4SC AG is of the opinion that the additional use of such a Nomination Committee will not render the Supervisory Board’s work more efficient. This is why this function shall remain with the group Supervisory Board.
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4) Remuneration for Supervisory Board committees
(Sec. 5.4.6, para. 1 of the Code):
At present, there is no differentiation between the remuneration for Supervisory Board committee members and chairpersons. In practice it has been shown that all committee members assume work and organisation in equal measures.
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5) Performance-oriented remuneration for the Supervisory Board members
(Sec. 5.4.6, para. 2 of the Code):
At present, performance-oriented remuneration is not in place for the Supervisory Board members. Since 4SC is a research-intensive and development-oriented technology company, this recommendation of the Code does not appear appropriate at present and would create a disproportional administrative expense.
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Planegg-Martinsried, 24 February 2012
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Dr Ulrich Dauer For the Management Board |
Dr Joerg Neermann For the Supervisory Board |
These documents are English translations of the original German documents. The German document is the official and controlling version, and this English translation in no event modifies, interprets or limits the official German version.
| Declaration of Conformity 2012 | download |
| Declaration of Conformity 2011 | download |
| Declaration of Conformity 2010 | download |
| Declaration of Conformity 2009 | download |
| Declaration of Conformity 2008 | download |
| Declaration of Conformity 2007 | download |
| Declaration of Conformity 2006 | download |