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SGL CARBON SE — Governance Information 2012
Dec 18, 2012
389_cgr_2012-12-18_8a7f1201-a6b8-4db7-a1e7-d087cf6f1c07.pdf
Governance Information
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Statement of the Executive Committee and Supervisory Board of SGL Carbon SE pursuant to section 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code
The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" ("Regierungskommission Deutscher Corporate Governance Kodex") (version as of May 15, 2012) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of June 15, 2012) with the following exception:
• Code section 4.2.3 (4): The payment cap in case of the premature termination of an Executive Committee member's contract is, in our view, inappropriate with respect to the current contract- and compensation structure.
The Executive Committee and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" (Code) in its version as of May 26, 2010 (publication on July 2, 2010) since the delivery of the last Declaration of Compliance on December 9, 2011 apart from the named deviations therein, and in compliance with the recommendations of the Code version as of May 15, 2012 since the publication of such version apart from the abovementioned exception and a further exception pursuant to Code section 5.4.1 (2) regarding the specification of the number of independent supervisory board members. The exception pursuant to Code section 5.4.1 (2) originated from the revision of this section by the Code version as of May 15, 2012 and has been remedied with the amendment of the objectives of the Supervisory Board today.
The Corporate Governance Principles of SGL Carbon SE furthermore satisfy almost without exception the non-obligatory suggestions of the Corporate Governance Code.
Wiesbaden, December 6, 2012
For the Supervisory Board of SGL Carbon SE Max Dietrich Kley (Chairman of the Supervisory Board of SGL Carbon SE)
For the Executive Committee of SGL Carbon SE Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon SE)