CANCOM SE — Governance Information 2011

Dec 25, 2011

CANCOM IT Systeme Aktiengesellschaft's declaration of conformity with the German Corporate Governance Code in accordance with Section 161 of the German Stock Companies Act (Aktiengesetz, AktG)

At their meeting on 7 December 2010, the Supervisory Board and Executive Board of CANCOM IT Systeme Aktiengesellschaft approved the following declaration of conformity – which has both backward and forward-looking aspects – in accordance with Section 161 of the German Stock Companies Act:

1. Since its last declaration of conformity published on 10 December 2009, CANCOM IT Systeme AG has conformed to the recommendations of the German Corporate Governance Code issued on 18 June 2009 and published in the electronic German Federal Gazette (Bundesanzeiger) on 5 August 2009, up to the date on which the new version came into force on 2 July 2010, with the following exceptions:

1.1. Remuneration of the Executive Board

The Supervisory Board has changed the current Executive Board contracts with effect from 1 January 2011 to comply with the requirements of the German Appropriateness of Management Board Remuneration Act.

1.2. Deductible on directors' and officers' liability insurance

The German Corporate Governance Code recommends that an appropriate deductible be applied to claims on directors' and officers' liability insurance (D&O insurance). CANCOM IT Systeme Aktiengesellschaft does not agree that a deductible would have any effect in improving the attitude to work of, or the responsibility taken by, the members of the CANCOM Supervisory Board. There is therefore no deductible on the D&O insurance policy for the Supervisory Board held by CANCOM.

1.3. Setting up of committees

The German Corporate Governance Code recommends that committees of experts be set up, depending on the specific circumstances of the company and the number of employees. The Supervisory Board of CANCOM IT Systeme Aktiengesellschaft consists of six members, a number appropriately proportionate to the size of the Company. In the opinion of CANCOM IT Systeme Aktiengesellschaft, setting up committees from within this six-member board would not lead to any improvement in efficiency, and therefore no committees are set up. The Supervisory Board as a whole discusses in depth matters of accounting, risk management and compliance, the necessity for an independent auditor, commissioning the auditor, determining the focus of the audit and agreeing a fee. No nomination committee has been set up, since at present all members of the Supervisory Board are shareholders or persons nominated by shareholders.

1.4. Remuneration of Supervisory Board members

The German Corporate Governance Code recommends that the remuneration of Supervisory Board members be subdivided into a fixed portion and a performance-related portion and that higher remuneration be paid to the Chairperson and Deputy Chairperson than to the ordinary members. CANCOM IT Systeme Aktiengesellschaft deviates from this recommendation by offering fixed remuneration to its Supervisory Board members and not differentiating between the Deputy Chairperson and the ordinary members of the Supervisory Board with regard to the remuneration they are offered.

2. CANCOM IT Systeme AG has conformed with the recommendations of the German Corporate Governance Code issued on 26 May 2010 since it was published in the electronic German Federal Gazette (Bundesanzeiger) on 2 July 2010, with exceptions only as detailed in No. 1.1. to No. 1.4..