Declaration of conformity in accordance with Section 161 of the German Stock Corporation Act (AktG) for the financial year 2009
The Board of Management and Supervisory Board of EWE Aktiengesellschaft acknowledge international and nationally accepted standards of good and responsible corporate governance. EWE Aktiengesellschaft is not a publicly listed company, however, and the Board of Management and the Supervisory Board are therefore not obliged to issue a declaration of conformity in accordance with Section 161 AktG. In the spirit of responsible corporate governance the Board of Management and Supervisory Board of EWE Aktiengesellschaft nevertheless issue the following declaration on the recommendations of the German Corporate Governance Code:
EWE Aktiengesellschaft follows and complies with the recommendations of the Government Commission on the German Code of Corporate Governance as adopted on 18 June 2009 and published in the electronic Federal Gazette on 5 August 2009 with the following exceptions and has complied with them continuously since making the last declaration of conformity. The exceptions are mainly due to the fact that EWE Aktiengesellschaft is not a broadly held publicly listed company but has only three shareholders. The small number of shareholders allows the shareholder representatives to be closely involved in the Supervisory Board of EWE Aktiengesellschaft, which in turn ensures that shareholders are implicated directly and continuously in all matters of relevance to the company. At the same time EWE Aktiengesellschaft aims to distinguish itself from large international groups and as part of its responsible corporate governance to reflect the company’s regional roots in its organizational and staff structures as well as in internal administration.
We declare that EWE Aktiengesellschaft differs from specific recommendations of the German Corporate Governance Code as follows:
Annual General Meeting
The Board of Management does not publish the reports and documents required by law for the Annual General Meeting, including the annual report, on the company’s website at the same time as the agenda, but sends them directly to the three shareholders (2.3.1).
• Notification of the Annual General Meeting and the documents convening the meeting are not sent to financial services providers in Germany and abroad and to shareholders’ associations (2.3.2).
• No proxies are appointed to whom the shareholders can give voting instructions (2.3.3).
Interaction between Board of Management and Supervisory Board
• The D&O insurance for the Supervisory Board does not include a deductible of at least 10% of damages, up to a maximum of one and a half times the fixed annual salary of the Supervisory Board member (3.8).
The D&O insurance for EWE Aktiengesellschaft provides no cover for actions or omissions committed deliberately. An deductible can therefore only be agreed for breaches of duty committed negligently.In the interests of the company we do not currently consider it appropriate to have a higher deductible for breaches of duty committed negligently by members of the Supervisory Board. The company’s aim is to attract experienced entrepreneurs to the Supervisory Board. We see a danger that suitable candidates could be deterred from taking a seat on the Supervisory Board by greater liability in the event of negligent conduct. The structure of the D&O insurance in the Group is currently under review given the new statutory regulations. This will also include a critical evaluation of the strategy for insuring the members of the Supervisory Board.
Board of Management
In 2009 the remuneration system for the Board of Management was only discussed and regularly reviewed by the Steering Committee of the Supervisory Board (4.2.2).
In future the remuneration system for the Board of Management will also be discussed and regularly reviewed by the full Supervisory Board. The Chairman of the Supervisory Board has not notified the Annual General Meeting of the principles of the remuneration system (4.2.3).
• The remuneration system is not explained as part of the corporate governance report (4.2.5).
Supervisory Board
• The Supervisory Board sets no age limit for Board members (5.1.2).
• The Chairman of the Finance and Audit Committee represents the main shareholder. The Finance and Audit Committee includes members with particular knowledge and experience of applying accounting principles and internal controlling procedures (5.3.2).
• The Supervisory Board has not formed a Nomination Committee (5.3.3).
• Members of the Supervisory Board hold board seats or advisory positions at major competitors of the company (5.4.2).
• The members of the Supervisory Board do not receive performance related remuneration in addition to their fixed remuneration. The remuneration for the members of the Supervisory Board is not disclosed individually in the corporate governance report (5.4.6).
Transparency
• The internet is not used to inform all shareholders and investors equally and at the same time (6.4).
Accounting
• Information for shareholders and third parties is mainly provided by means of the consolidated financial statements and the half-yearly financial report, but not by means of quarterly financial reporting or interim statements (7.1.1).
• The consolidated financial statements are not published within 90 days and the interim reports are not published within 45 days of the end of the reporting period. Neither the Supervisory Board nor its Audit Committee discuss half-yearly financial reports with the Board of Management prior to publication (7.1.2).
• Information (name and registered offices of the company, equity interest, total equity, result of the last financial year) is not published for all companies in which EWE Aktiengesellschaft holds a stake which is not of minor importance for the company (7.1.4).
Oldenburg, Germany, 15 December 2009
Board of Management
Supervisory Board
Declarations of Compliance:
The following documents are only available in German.
| Declaration of compliance 2008 | 104 KB | |
| Declaration of compliance 2007 | 70 KB | |
| Declaration of compliance 2006 | 20 KB | |
| Declaration of compliance 2005 | 87 KB | |
| Declaration of compliance 2004 | 68 KB | |
| Declaration of compliance 2003 | 80 KB |