Declaration of compliance pursuant to § 161 AktG
The Management Board and the Supervisory Board of COLEXON Energy AG (the "Company") make the following Declaration of Compliance in accordance with Section 161 German Stock Corporation Act regarding the recommendations of the Government Commission of the German Corporate Governance Code and will ensure that it is published on the Company's website.
The Management Board and the Supervisory Board of OLEXON generally welcome the intention of the Government Commission of the German Corporate Governance Code to prescribe transparent guidelines in that they constitute valuable guiding principles and points of reference for proper corporate management. We will disclose and explain any deviations from the Code's recommendations in future Declarations of Compliance.
Now, therefore, the Management Board and the Supervisory Board of COLEXON declare that the Company has complied with the recommendations of the Government Commission of the German Corporate Governance Code, as amended 6 June 2008 and published by the Federal Ministry of Justice, since its most recent Declaration of Compliance and has also complied with the recommendations as amended 18 June 2009 from their effective date and will comply with them in the future.
However, the following exceptions have applied or still apply:
- The German Corporate Governance Code recommends sending notification of the convening of the Annual General Meeting including the convention documents by electronic means if the approval requirements are fulfilled. The Company believes that publishing the convention documents for the Annual General Meeting on its website constitutes sending them by electronic means.
- The German Corporate Governance Code recommends designing director's contracts such that payments to a Management Board member in the event that his or her contract is terminated early do not exceed the value of two years' remuneration including fringe benefits (severance pay cap) and not compensate more than the relevant employment contract's remaining term. The director's contracts with the members of the Management Board of COLEXON did and do not provide for severance pay caps. However, the Company will comply with this recommendation in the future.
- The German Corporate Governance Code recommends that Supervisory Board members do not exercise directorships or advisory functions for important competitors of the enterprise. For corporate governance reasons, one member of COLEXON's Supervisory Board who had assumed a directorship at a competitor of the Company resigned from COLEXON's Supervisory Board soon after assuming this other function.
- The German Corporate Governance Code recommends that the D&O insurance policies purchased for Supervisory Board members stipulate a deductible of at least 10% per loss but no more than one-and-ahalf times the fixed annual compensation of the respective Supervisory Board member for all events of loss in a given year.The Company's existing D&O insurance for its Supervisory Board members does not provide for any deductible. COLEXON Energy AG does not believe that a deductible can influence the commitment and responsibility each member of our Supervisory Board brings to the pursuit of their tasks. But the Company will comply with the statutory requirement to stipulate a deductible for Management Board members within the statutory implementation deadline. However, no deductible will be stipulated for the members of the Company's Supervisory Board in the future on the aforementioned grounds.
Hamburg, Germany, March 12, 2010
The Management Board The Supervisory Board