In December 2010, the Executive and Supervisory Boards of REALTECH AG made the following declaration of compliance in accordance with Section 161 of the German Stock Corporation Act.
“The Executive and Supervisory Boards declare that REALTECH AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code dated June 18, 2009 since its last declaration of compliance was made and that it has complied with the version from May 26, 2010 since it came into effect and will continue to comply with this version. This applies subject to the exceptions listed below:
The Supervisory Board has not stated any concrete objectives regarding its composition that, taking account of the company-specific situation, consider the company's international activities, potential conflicts of interest, an age limit to be specified for the members of the Supervisory Board and diversity and, in particular, which provide for an appropriate quota of women (Code Item 5.4.1 Paragraph 2). As long as such objectives have not been set, they are not taken into account for nominations for election to the Supervisory Board and the objectives and status of implementation are not published in the Corporate Governance Report (Code Item 5.4.1 Paragraph 3).
Reason: The Supervisory Board has already specified an age limit for its members in the past and takes account of this for election nominations. At the time of this declaration on compliance, the Supervisory Board is still investigating forceful whether it plans to specify concrete objectives and which objectives would make sense considering our company's particular situation. As the specification of further concrete objectives has not (yet) been performed, such specifications cannot currently be taken into account for election nominations and the objectives and status of implementation cannot be published in the Corporate Governance Report.
More than two former members of the Executive Board belong to the Supervisory Board. (Item 5.4.2, Sentence 3 of the Code).
Reason: We believe that a rule of this kind would restrict the rights of shareholders to vote for members of the Supervisory Board in a manner that is inappropriate for our company.
Remuneration of members of the Supervisory Board is not disclosed individually in the Corporate Governance Report, broken down into components (Item 5.4.6, (3) of the Code).
Reason: In our opinion, specifying the individual remuneration of each individual member of the Supervisory Board does not provide a suitable foundation for judging the appropriateness of the remuneration for the Supervisory Board’s task, as an overall body, to monitor the Executive Board’s management.
Walldorf, October 27, 2011
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For the Advisory Board of REALTECH AG
signed, Daniele Di Croce |
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For the Executive Board of REALTECH AG
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signed, Dr. Rudolf Caspary signed, Thomas Mayerbacher" |
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