The latest version of the Code
Website of the Government Commission German Corporate Governance Code
1. | Softing AG (hereinafter: the Company) will comply with the recommendations of the German Corporate Governance Code, as amended on May 5, 2015, with the following exceptions: | |
| a. | The obligations for the Executive Board towards the Supervisory Board on information and reporting are not further defined (Section 3.4 para 1 sentence 3 of the Code) |
| b. | The Company currently has not agreed a deductible for the D&O insurance taken out on behalf of the members of its Supervisory Board (Section 3.8 para 3 of the Code). |
| c. | The Company does not maintain Declarations of Compliance with the German Corporate Governance Code at its website for five years (Section 3.10 sentence 3 of the Code). |
| d. | No consideration was given to the relationship between the compensation of senior management and the staff overall, when determining the compensation for the Executive Board (Section 4.2.2 para 2 sent. 3 of the Code) |
| e. | Severance payment cap (Section 4.2.3 para 4 and para 5 of the Code) |
| f. | Diversity on the Executive Board (Section 5.1.2 para 1 sent. 2 of the Code) |
| g. | The Supervisory Board has not set up any committees (Sections 5.3.1, 5.3.2, 5.3.3 of the Code). |
| h. | No age limit has been specified for members of the Executive Board and the Supervisory Board (section 5.1.2 para 2 sent. 3 and section 5.4.1 para 2 of the Code). |
| i. | Specification of concrete objectives regarding the composition of the Supervisory Board (section 5.4.1 para 2 and 3 of the Code). Since the Supervisory Board is not specifying any concrete objectives regarding its composition, consequently, the recommendations in Section 5.4.1 para 3 based on this can also not be followed. |
| j. | Independence of Supervisory Board members (Section 5.4.2 of the Code) |
| k. | Elections to the Supervisory Board are not carried out on an individual basis. The court appointment of Supervisory Board members is not limited in time until the next General Shareholders' Meeting (Section 5.4.3 of the Code). |
| l. | Performance-related compensation shall be oriented toward sustainable growth of the enterprise (Section 5.4.6 para 2 sent. 2 of the Code) |
| m. | The Supervisory Board does not discuss quarterly or half-yearly financial reports with the Executive Board prior to publication (Section 7.1.2. sent. 2 of the Code). |
2. | Since the publication of its previous Declaration of Compliance in December 2015, Softing AG has generally been in compliance with the recommendations contained in the German Corporate Governance Code as amended on May 5, 2015. The Company has not observed the following recommendations: Section 3.4 para 1 sentence 3; Section 3.8 para 3; Section 3.10 sentence 3; Section 4.2.2 para 2 sentence 3; Section 4.2.3 paras 4 and 5; Section 5.1.2 para 1 sentence 2; Section 5.3.1; Section 5.3.2; Section 5.3.3; Section 5.1.2 para 2 sentence 3; Section 5.4.1 paras 2 and 3; Section 5.4.2; Section 5.4.3; Section 5.4.6 para 2 sentence 2; and Section 7.1.2 sentence 2. Please see the explanations under no. 1 for the reasons for not observing the recommendations of the Code stated under no. 2. | |
Haar, Germany, December 2016
The Executive Board and the Supervisory Board of Softing AG