Corporate Governance as Part of the Self-Image of S.A.G. Solarstrom AG
Corporate Governance as Part of the Self-Image of S.A.G. Solarstrom AG
S.A.G. Solarstrom AG has always been committed to pursuing a responsible business policy targeting increased added value. S.A.G. Solarstrom AG operates in accordance with the statutory regulations and its own Articles of Association and exercises responsible management and control of the company and its associated entities.
The Executive and Supervisory Boards are committed to value-orientated company management and to control of the whole Group in such a way as to maintain a sustained increase in good will and reflect its responsibility towards the shareholders.
An indispensable feature of good corporate governance at S.A.G. Solarstrom is the total respect for the interests of shareholders, a clearly defined and segregated set of tasks for the Management and Supervisory Boards, openness in communication, informative and standard accounting procedures and up-to-date and meaningful reporting systems.
Declaration of Compliance
The Executive and Supervisory Boards of S.A.G. Solarstrom AG hereby declare that the current version of the recommendations of the Government Commission on the German Corporate Governance Code published in the official section of the electronic version of the Federal Official Gazette (Bundesanzeiger) by the Federal Ministry of Justice have been and are in principle complied with.
However, the following recommendations have not been applied, or are only applied in modified versions:
Point 2.3.2: The calling of the Annual General Meeting, together with the relevant
documents, is not transmitted to all financial service providers, shareholders and
shareholders’ associations by electronic means, as S.A.G. Solarstrom AG does not
have the necessary details at its disposal. However, interested persons have the
option of downloading the documents via the company homepage at any time.
Point 4.2.5: The Executive Board’s remunerations were not published in a
compensation report as part of the Corporate Governance Report in the Annual
Report for 2008 but in the Notes. Appropriate reporting in the Notes is planned for
2009.
Point 5.3: The members of the Supervisory Board do not make up committees, as
there are only three members and since under § 108 paragraph 2 of the German
Stock Corporation Act (AktG) all members of the Supervisory Board must be party to resolutions. Accordingly, there is neither an Audit Committee (Point 5.3.2.) nor a
Nomination Committee (Point 5.3.3.).
Point 5.2: Accordingly, the Chairman of S.A.G. Solarstrom AG’s Supervisory Board is not simultaneously chairman of committees responsible for handling Executive
Board contracts and for preparing sessions of the Supervisory Board.
Point 5.4.3 sentence 3: At the election of the new Supervisory Board in the Annual
General Meeting of 2008, no proposals for candidates for Supervisory Board
Chairman were announced to the shareholders. Proposals will be provided in future
elections.
Point 5.4.6 Paragraph 1 Sentence 3: The Articles of Association do not provide for a
higher rate of remuneration for the deputy Supervisory Board Chairman than ordinary Supervisory Board members, in contrast to the provisions of the Code. Since, given that the Supervisory Board has three members, there is as much work for the deputy Supervisory Board Chairman as for an ordinary Supervisory Board member, the deputy Supervisory Board Chairman is awarded a remuneration matching that of an ordinary Supervisory Board member. Since no committees are formed in the company, chairmanship and membership of committees is not a factor affecting the remuneration of Supervisory Board members.
Point 5.4.6 paragraph 3: The Supervisory Board’s remunerations were not published in a compensation report as part of the Corporate Governance Report in the Annual Report for 2008 but in the Notes. Appropriate reporting in the Notes is planned for 2009.
Point 6.6: As S.A.G. Solarstrom AG’s shares are only traded on the open market, the company does not receive any notifications when voting rights thresholds are
exceeded according to the German Securities Trading Act. For this reason, and due to the fact that this information is not otherwise known to the company, S.A.G.
Solarstrom AG will not make any statements about shares upwards of 1% held by
members of the Executive and Supervisory Boards. Likewise, no statements on this
information are to be found in the Corporate Governance Report.
Points 7.1.1 and 7.1.2: For organizational reasons and due to the company’s small
size, S.A.G. Solarstrom AG are currently still unable to make the consolidated
accounts publicly available within ninety days of the end of the business year as well as the interim reports within forty-five days of the end of the quarter. As the company is listed on the open market, it is not obliged to publish quarterly financial reportsand interim reports. From fiscal year 2009, S.A.G. Solarstrom AG has been publishingvoluntary reports on the first and third quarters.
Freiburg i. Br., December 2009
Executive Board and Supervisory Board of S.A.G. Solarstrom AG