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 Annual Report 2008:
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:
3.8.
D&O Insurance: There is no deductible on the D&O insurance for Managing Board and Board of Directors members.
5.3.
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.
5.4.1.
No age limit has been fixed for members of the Board of Directors.
7.1.2.
Publications: Group results and interim reports are published in accordance with the statutory deadlines, and as laid down by the German stock exchange.
Berlin, April 21, 2009
Dr. Peter Niggemann | Dr. Christof Nesemeier |