Declaration of Conformity 2010
Declaration of the Management Board and Supervisory Board of ALNO AG with regard to the Recommendations of the German Corporate Governance Code in accordance with Paragraph 161 of the German Companies Act (AktG)
The Management Board and Supervisory Board of ALNO AG declare herewith that from the last declaration of conformity of 10 December 2009 through to 1 July 2010 compliance was and is assured with the recommendations of the German Corporate Governance Code in the version dated 18 June 2009 (published on 5 August 2009) and from 2 July 2010 with the recommendations of the German Corporate Governance Code in the version dated 26 May 2010 (published on 2 July 2010) with the following exceptions:
- The convening of the Annual General Meeting together with the despatch of the convening documents does not yet occur via electronic means as the company does not currently consider the convening of the Annual General Meeting via electronic means to be practicable (Paragraph 2.3.2 of the Code).
- The German Corporate Governance Code recommends a deductible in the case of D+amp;O insurance coverage for members of the Supervisory Board. ALNO AG continues to be of the opinion that a deductible is not necessary considering the responsibility and motivation with which Supervisory Board members carry out their duties. The current D+amp;O insurance coverage for members of the Supervisory Board of ALNO AG does not include a deductible in non-compliance with that set out under Paragraph 3.8 of the Code.
- Paragraph 4.2.3 Section 4 of the Code recommends that due consideration should be given when concluding contracts with Management Board members that payments including ancillary allowances to a Management Board member upon premature termination of his or her Management Board activities should not exceed the value of the remuneration for two years (cap on severance payments) without good cause and that remuneration should not be paid for a period in excess of the residual term of the employment contract. The employment contracts of members of the Management Board of ALNO AG do not include an severance payment cap, nor have they included such a provision since the inclusion of the corresponding regulation in the German Corporate Governance Code (GCGC) in 2008. The company considers the agreement of a severance payment cap to be unnecessary. It is instead convinced that the Supervisory Board would act in the interests of the company when negotiating with a Management Board member who is leaving the company. Non-compliance with the recommendation set out under Paragraph 4.2.3 Section 4 GCGC is thus declared. The declarations of conformity of ALNO AG from 2008 and 2009 will be corrected in this respect.
- A remuneration report (Paragraph 4.2.5 Section 1 Subsection 1 of the Code) has been drawn up. This will be published in the notes to the consolidated annual report as the details set out in the remuneration report are subject to mandatory inclusion in the notes to the consolidated annual report pursuant to Article 314 Section 1 No. 6 of the German Commercial Code (HGB). This is the reason why the remuneration report is not a constituent part of the corporate governance report. In the corporate governance report, reference is however made to the remuneration report in the notes to the consolidated annual report.
- In accordance with Paragraph 5.3.3 of the Code, the Supervisory Board is supposed to form a nomination committee that suggests suitable candidates to the Supervisory Board for its election proposals to the Annual General Meeting. The company’s Supervisory Board has not formed such a committee as based on past experience it does not consider this to be necessary for the purpose of proposing suitable candidates.
- Upon the publication of the new version of the GCGC of 26 May 2010, new recommendations were introduced in Paragraph 5.4.1 Section 2 and Section 3 of the Code whereby the Supervisory Board is supposed to name concrete goals for its composition which take account of the international nature of the company’s activities, potential conflicts of interest, an age limit for Supervisory Board members which is to be set and diversity, while giving due consideration to the company’s specific situation. The concrete goals concerned are to foresee the appropriate participation of women. Proposals submitted by the Supervisory Board to the relevant election committees are to take the given goals into account. The objectives and the status of their implementation are to be published in the corporate governance report. The Supervisory Board of ALNO AG has already in the past set a concrete goal with regard to the maximum age of its members. Which of the other concrete goals named in Paragraph 5.4.1 Section 2 of the Code are significant for the composition of the Supervisory Board giving due consideration to the specific situation of ALNO AG is still undergoing internal examination at the time of the submission of this declaration of conformity. Following the conclusion of this internal analysis, the Supervisory Board will if applicable stipulate other concrete goals for its composition - notably with the appropriate participation of women. As such, non-compliance with Paragraph 5.4.1 Section 2 of the Code is herewith declared provisionally. In view of the fact that at the time of the submission of this declaration of conformity internal discussions are still ongoing as to whether and which concrete goals above and beyond those in respect of the age limit are to be set, no further objectives can be taken into account for any election proposals that may currently be made. Moreover, no corresponding report can thus be included in the corporate governance report. As such, non-compliance with Paragraph 5.4.1 Section 3 of the Code is herewith declared provisionally.
- The members of the supervisory board receive no performance-based remuneration (Paragraph 5.4.6 Section 2 Subsection 1 of the Code). ALNO AG currently sees no reason to change the system in place considering the control and monitoring functions exercised by the Supervisory Board. Details of the remuneration paid by ALNO AG to the members of the Supervisory Board for services personally rendered are published in the notes to the consolidated annual report and are not therefore a constituent part of the corporate governance report (Paragraph 5.4.6 Section 3 Subsection 2 of the Code).
- The consolidated financial statement is not yet published within 90 days of the end of the financial year, nor is the interim report published within 45 days of the end of the given reporting period (Paragraph 7.1.2 Subsection 3 of the Code). The plan is to bring the consolidated financial statements and interim report into closer compliance with the deadlines mentioned above.
Düsseldorf, 7 October 2010
For the Management Board Jörg Deisel
For the Supervisory Board Henning Gieseck