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 May 26, 2010, a new version of the German Corporate Governance Code was issued and published by the Federal Ministry of Justice on July 2, 2010 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.
The Board of Directors made the the following declaration on March 20, 2013:
The Managing Board and Supervisory Board of MBB Industries AG issued the last declaration of conformity as per section 161 of the German Stock Corporation Act on 26 March 2012 and followed it with the deviations named therein. The following declaration renews this declaration of conformity and refers to the version of the German Corporate Governance Code (hereinafter referred to as “Code”) dated 15 May 2012.
The Managing Board and Supervisory Board of MBB Industries AG declare that the recommendations of the German Corporate Governance Code Government Commission have been adhered to with the following deviations:
3.8. D&O insurance: The D&O insurance for Supervisory Board members does not provide for a deductible. We have no doubt that our executive bodies and employees perform their tasks with the greatest possible care. In view of the relatively low level of the fixed Supervisory Board remuneration, we do not consider the deductible for Supervisory Board members appropriate. The deductible for Managing Board members has been implemented in the new versions of the Managing Board employment contracts, effective as of 1 July 2012.
4.2.1.
Composition of the Managing Board: The Supervisory Board is of the opinion that, due to its size and management structure, the company could also be led by a single Managing Board member.
5.2.1.Composition of the Managing Board: When positions are filled in the Managing Board of MBB Industries AG, the Supervisory Board is subject to the requirements under stock corporation law that the candidate possess the skills, knowledge and experience necessary for the work of the executive body. However, the Supervisory Board considers criteria such as the gender of the candidate to be of lower priority, even if diversity is expressly welcomed.
5.3.
Supervisory Board committees: The Supervisory Board of MBB Industries AG consists of three members, which means that no committees can be formed. In view of the company’s size and significance, we consider the number of Supervisory Board members adequate.
5.4.1.
An age limit for Supervisory Board members has not been defined. In our view, there is no need for such a limit given the age of the Supervisory Board members and their remaining terms on the Board.
5.4.4
Supervisory Board chair: The Supervisory Board believes that the election of the Supervisory Board chair is a matter for the Supervisory Board at all times.
7.1.2.
Publications: The consolidated financial statements and interim reports are published within the statutory deadlines and those set by Deutsche Börse for the Prime Standard. As an industrial holding company with a focus on majority interests in medium-sized industrial companies, MBB Industries has to consolidate a number of individual companies and regularly conduct initial consolidation and deconsolidation. Adherence to the deadlines proposed in the Code would therefore result in a considerable increase in workload at the company.
Berlin, March 20, 2013
Dr. Peter Niggemann | Dr. Christof Nesemeier |