In 2001 the German government established a commission in order to develop a German Corporate Governance Code. This Code was presented on February 26, 2002. On June 6, 2008, the seventh version of the German Corporate Governance Code was completed and published by the Federal Ministry of Justice on August 8, 2008 in the government's electronic Federal Gazette.
German companies are mandatorily required to apply these provisions. Under Art. 161 of the German Securities Act, companies listed on the stock market must publish an annual declaration of their compliance with the recommendations.
Excerpt from the protocol of the meeting of the Board of Directors on June 30, 2009:
The Managing Board and the Board of Directors of MBB Industries AG hereby declare that the recommendations of the ‘Government Commission – German Corporate Governance Codex’ in the wording of June 14, 2007 and the wording of June 6, 2008, respectively, pursuant to § 161 AktG, published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette has been complied with since April 7, 2008 and continues to be complied with.
The following are the sole recommendations not to be applied:
D&O Insurance: There is no deductible on the D&O insurance for Managing Board and Board of Directors members. We have absolutely no doubt that both our executive bodies and our employees perform their duties with all due care and attention. Moreover, the high level of the Managing Board's share participation constitutes a good incentive for conducting proper and responsible business management. We therefore regard the arrangement of such a deductible as unconducive.
Board of Directors Committees: The MBB Industries AG Board of Directors comprises three members. The formation of Board of Directors committees is therefore not possible. We consider the given number of directors on the Board as sufficient with regard to both the relatively small size and prominence of the company.
No age limit has been fixed for members of the Board of Directors. With due regard to the age of the members of the Board of Directors and the remaining available term duration, we see no need to fix an age limit.
Publications: Consolidated financial statements and interim reports are published in accordance with the statutory deadlines, and as laid down by the German stock exchange. As a holding company focusing on majority stakes in medium-sized industrial companies, MBB Industries is called upon to consolidate numerous individual companies and also to perform regular initial consolidation and deconsolidation activities. Adherence to the deadlines proposed in the Corporate Governance Codex would therefore lead to a considerable increase in expense on the part of the company.
Berlin, June 30, 2009
Dr. Peter Niggemann
Dr. Christof Nesemeier