Declaration of Conformity 2009
Declaration by the Managing and Supervisory Boards of ALNO AG on the recommendations of the German Corporate Governance Code within the meaning of Section 161 of the AktG
The Managing and Supervisory Boards of ALNO AG declare that from the date of the previous declaration of conformity dated December 11, 2008 and up to August 4, 2009 they complied with the recommendations of the German Corporate Governance Code in the version dated June 6, 2008 (published on August 8, 2008) and from August 5, 2009 with the recommendations of the German Corporate Governance Code in the version dated June 18, 2009 (published on August 5, 2009) with the following exceptions:
- The General Meeting, together with the invitation documents, was not called using electronic means, as the General Meeting had not previously approved this method (Code Item 2.3.2.).
- The German Corporate Governance Code in the version dated 2008 recommends a deductible for the D+amp;O insurance for members of the Managing and Supervisory Boards. In the version dated 2009 the Code only recommends agreeing a deductible for the D+amp;O insurance for members of the Supervisory Board, whereas a deductible for D+amp;O insurance for members of the Managing Board is required by law. ALNO AG continues to believe that the deductible is not required with regard to the responsibility and motivation of the members of the Managing and Supervisory Boards when performing their duties. The existing D+amp;O insurance policy for members of ALNO AG’s Managing and Supervisory Boards thus does not include a deductible, in contrast to Item 3.8 of the Code in the version dated 2008. The deductible for members of the Managing Board required according to Section 93 (2) Sentence 3 of the AktG will be put in place by June 30, 2010 (end of the transitional period).
- A declaration on corporate governance by the company in the company’s annual report, as recommended in Item 3.10 of the Code in the version dated 2009, was not previously prepared, as no new annual report was published since the announcement of the current Code. The declaration on the company’s corporate governance is included in the annual report 2009 for the first time.
- A remuneration report (Code Item 4.2.5 (1) Sentence 1 and (3) Sentence 2) was prepared. This report is published in the notes to the consolidated financial statements in the annual report, as this relates to compulsory information in the notes to the consolidated financial statements within the meaning of Section 285 (1) No. 9. As a result, the remuneration report does not form part of the corporate governance report.
- The elections for the Supervisory Board were not performed as individual elections in the past (Code Item 5.4.3 Sentence 1). In the case of future new elections to the Supervisory Board, the Managing and Supervisory Boards reserve the right to decide whether to propose these new elections as group elections or individual elections to the General Meeting. New members were added to the Supervisory Board in January 2007 by way of a court appointment within the meaning of Section 104 (3) No. 2 of the AktG. As a result, no nomination committee was formed (Code Item 5.3.3). The court appointment was not for a limited term through to the next General Meeting (Code Item 5.4.3 Sentence 2), in order to ensure continuity in the Supervisory Board. No candidates were proposed for the Chairman of the Supervisory Board (Code Item 5.4.3 Sentence 3). According to the law, the members of the Supervisory Board choose a Chairman from among their number. The members’ decision is not to be influenced by external factors. However, publishing candidates names could lead to just such an influence, which is why ALNO AG does not do this.
- The members of the Supervisory Board do not receive performance-related remuneration (Code Item 5.4.6 (2) Sentence1). ALNO AG believes that it is not currently necessary to change this in view of the Supervisory Board’s controlling and monitoring function. The remuneration paid by ALNO AG to the members of the Supervisory Board for services personally provided is published in the notes to the consolidated financial statements in the annual report and is thus not included in the Corporate Governance Report (Code Item 5.4.6 (3) Sentence 2).
- The consolidated financial statements are not yet published within 90 days after the end of the fiscal year and the interim reports are not yet published within 45 days of the end of the period under review (Code Item 7.1.2). The company intends to bring its consolidated financial statements and interim reporting more into line with these periods.
Pfullendorf, December 10, 2009
For the Managing Board Jörg Deisel
For the Supervisory Board Hans-Peter Haase