Joint declaration by the Executive Board and the Supervisory Board of Q-Cells SE on the Corporate Governance Codex.
Pursuant to § 161 of the German Stock Corporation Act (AktG), the Executive and Supervisory Boards of listed companies are obliged to issue an annual statement on whether they have adhered to and will adhere to the recommendations of the German Corporate Governance Codex.
The German Corporate Government Codex is published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette and is also available for example on the website www.corporate-governance-code.de . It contains recommendations on Corporate Governance with regard to shareholders and the Annual General Meeting, Executive and Supervisory Boards, transparency, accounting and final audit. If the listed stock company has not been in conformity with a recommendation or if it does not plan to be in conformity with a recommendation, the Executive Board and Supervisory Board are obliged under the terms of § 161 AktG to declare this in their annual Declaration of Conformity.
In this year´s Declaration of Conformity dated 12 March 2009, the Executive and Supervisory Boards of Q-Cells SE declared that the recommendations of the “Government Commission on the German Corporate Governance Code” published by the Federal Justice Ministry in the official section of the Electronic Federal Gazette, in the
6 June, 2008 version, have been adhered to and will be adhered to with the following exceptions:
Notwithstanding item 3.8 of the Code, the Company took out D&O insurance for the Executive Board and Supervisory Board without a an excess (deductible). The Executive Board and Supervisory Board share the view the excess in a D&O insurance policy is not an appropriate means of achieving the objectives of the Code. Such excesses are generally insured against by the members of the Executive and Supervisory Boards, so that the actual function of the excess is void and it is ultimately merely a question of the level of remuneration of the Executive Board and Supervisory Board. For this reason an excess is not the usual custom abroad.
Notwithstanding item 6.6 of the Code, separate holdings by the Executive Board and Supervisory Board of shares or related financial instruments shall not be stated in the Corporate Governance Report, even if the total holdings of all Executive Board and Supervisory Board members exceeds 1% of the shares in the company. The Executive Board and Supervisory Board are of the opinion that the declaration duties laid down by the German Securities Trading Act are sufficient when the holding of a shareholder exceeds certain levels.
Declaration of Conformity 12 March, 2009
Declaration of Conformity 13 March, 2008
Declaration of Conformity 19 March, 2007
Declaration of Conformity 31 August, 2006
Declaration of Conformity 22 August, 2005
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