Governance Information • Dec 17, 2012
Governance Information
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The following declaration refers to the recommendations of the "Government Commission for the German Corporate Governance Code" as of May 26, 2010, ("Code") which were made public on July 2, 2010 by the German Ministry of Justice in the official part of the electronic German Federal Gazette from December 3, 2011 until June 15, 2012. For the time since June 16, 2012, the declaration refers to the recommendations of the "Government Commission for the German Corporate Governance Code" in its current version as of May 15, 2012, also made public on June 15, 2012 by the German Ministry of Justice in the official part of the electronic German Federal Gazette.
The Executive Board and the Supervisory Board of LUDWIG BECK am Rathauseck – Textilhaus Feldmeier Aktiengesellschaft declare in accordance with Section 161 Joint Stock Corporation Act (AktG) that they have conformed to the recommendations of the "Government Commission for the German Corporate Governance Code" with the following exceptions:
1.The Executive Board of the Company has no chairman or spokesman (Code Clause 4.2.1 sentence 1). The Supervisory Board is of the opinion that this reflects best the equitable, reliable and close cooperation between the two members of the Executive Board.
In the composition of the Executive Board, the Supervisory Board does not specifically strive for an equitable representation of women (Code Clause 5.1.2 par. 1). The Supervisory Board is of the opinion that professional qualifications and experience alone should form the basis for a candidate's selection as Executive Board member of LUDWIG BECK am Rathauseck – Textilhaus Feldmeier Aktiengesellschaft, and not the question of gender.
The Supervisory Board has not formed a nomination committee (Code Clause 5.3.3). The Supervisory Board is of the opinion that election proposals to the General Meeting for members of the Supervisory Board should be worked out in a plenary sitting of the manageable six-member body.
4.In respect to Clause 5.4.1 par. 2 sentence 1 of the Code, the Supervisory Board will not declare fair representation of women amongst its members as its goal (Code Clause 5.4.1 par. 2 sentence 2). The decisive grounds for the composition of the Supervisory Board must be criteria such as professional qualifications and experience, rather than the question of gender.
revision of Clause 5.4.6, paragraph 2 of the Code, effective June 15, 2012, the compensation regulation no longer corresponds with the recommendation in Clause 5.4.6, par. 2, sentence 2 (Code version 2012). Nevertheless, the Executive and the Supervisory Board share the view that the existing compensation regulation provides sufficient incentive for the supervisory board members to execute their office with the company's long-term, successful development in mind.
Munich, November 30, 2012
The Executive Board:
signed Dieter Münch
signed Christian Greiner
The Supervisory Board:
signed Dr. Joachim Hausser
signed Hans Rudolf Wöhrl
signed Edda Kraft
signed Gabriele Keitel
signed Dorothee Neumüller
signed Dr. Steffen Stremme
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