Declaration of Conformity for 2007Declaration of the Executive and Supervisory Boards of ALNO AG regarding the recommendations of the German Corporate Governance Code in accordance with AktG Art. 161
The Executive and Supervisory Boards of ALNO AG declare that the recommendations of the German Corporate Governance Code as amended on June 12, 2006 (published on July 24, 2006 in the electronic Federal Gazette) were and are being complied with, subject to the following exceptions:
The D+amp;O policy taken out by ALNO AG for the Executive and Supervisory Board members does not include a deductible (Code Art. 3.8, paragraph 2)). ALNO AG still believes that a deductible is not necessary for the Executive and Supervisory Board members to carry out their duties in a responsible, motivated way.
A compensation report was not prepared for the 2006 financial year (Code Art. 4.2.5, paragraph 1, sentence 1 and paragraph 3, sentence 2). A stock option plan or comparable schemes for components with a long-term incentive effect and risk character (Code 4.2.5, paragraph 1, sentence 2) did not form part of the compensation system for the Executive Board members in the 2006 financial year. The annual allocation to accrued pension liabilities for Executive Board members (Code 4.2.5, paragraph 2, sentence 2) was not stated for the 2006 financial year. ALNO AG believes it is currently sufficient to present each Executive Board member’s total compensation broken down into performance-dependent and -independent components.
Supervisory Board members have not been elected individually (Code Art. 5.4.3 sentence 1). In 2004, the Supervisory Board of ALNO AG was re-elected until the end of Annual General Meeting that decides whether to ratify the actions of the Boards for the 2008 financial year. The Board members were elected as a group. The Executive and Supervisory Boards of ALNO AG reserve the right to recommend to the Annual General Meeting to hold future elections either on an individual basis or on a group basis.
The members of the Supervisory Board do not receive performance-based compensation (Code Art. 5.4.7, paragraph 2, sentence 1). ALNO AG does not see any need for change given the Supervisory Board’s monitoring function.
The consolidated financial statements will not be publicly accessible within 90 days of the end of the financial year (Code Art. 7.1.2). ALNO AG plans to make the consolidated financial statements publicly accessible even closer to the deadline.
Pfullendorf, May 21, 2007
The Executive and Supervisory Boards
Declaration of Conformity for 2005Declaration of the Management Board and the Supervisory Board of ALNO AG concerning the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Joint Stock Corporations Act
The Management Board and the Supervisory Board of ALNO AG hereby declare that the recommendations set out in the German Corporate Governance Code dated June 2, 2005 (published on July 20, 2005 in the electronic “Bundesanzeiger”) have been and continue to be observed save for the following exceptions:
- The D+O insurance taken out by ALNO AG for the members of the Management Board and the Supervisory Board does not provide for any deductible (Section 3.8 (2) of the Code). ALNO AG continues to believe that the inclusion of a deductible is not conducive to the sense of responsibility and motivation of the members of the Management Board and the Supervisory Board in the performance of their duties.
- Compensation of the members of the Management Board is not individualized but merely broken down by fixed and performance-related components in the notes of the consolidated financial statements (Sentence 2 of Section 4.2.4 of the Code). ALNO AG takes the view that these disclosures are sufficient for determining whether the compensation structure provides the intended incentive for members of the Management Board.
- No age limit has been specified for the members of the Management Board (Sentence 3 of Section 5.1.2 (2) of the Code. ALNO is of the view that the age structure of its Management Board is such that no age limit is necessary.
- In the past, the elections to the Supervisory Board have not been made on an individual basis (Sentence 1 of Section 5.4.3 of the Code). In 2004, the Supervisory Board of ALNO AG was elected for a period expiring at the end of the annual general meeting at which a resolution is passed authorizing the exoneration of the members of the Supervisory Board for the 2008 financial year. This took the form of a block election. With respect to future elections for the Supervisory Board, the Management Board and the Supervisory Board of ALNO AG reserve the right to decide whether to propose to the shareholders that these elections be held on a block or individual basis.
- The members of the Supervisory Board do not receive any performance-related compensation (Sentence 1 of Section 5.4.5 (2) of the Code). Given the supervisory and monitoring duties of the Supervisory Board, ALNO AG currently does not see any need for change.
- The consolidated financial statements are not yet made publicly accessible within 90 days of the end of the financial year. Similarly, the interim semi-annual report was not yet made publicly available within 45 days of the end of the reporting period in 2005 (Section 7.1.2 of the Code). This period is to be observed for the interim semi-annual report in 2006. It is also planned for the consolidated financial statements to be made publicly accessible on a date closer to the expiry of the 90-day period specified.
Pfullendorf, December 14, 2005
The Management Board and the Supervisory Board
Supplement to the 2005 Declaration of Conformity
To supplement the Declaration of the Management Board and the Supervisory Board of ALNO AG concerning the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Joint Stock Corporations Act made on December 14, 2005, the Management Board hereby declares that, in contravention of the Code, the half-yearly report has been prepared in accordance with national GAAP (HGB) and not in accordance with international financial reporting standards (Code 7.1.1, Sentence 2). In the future, the half-yearly report will be prepared in accordance with international financial reporting standards.
In all other respects, the Management Board refers interested parties to the 2005 Declaration of Conformity.
Pfullendorf, March 2, 2006
The Management Board
Declaration of Conformity for 2004Declaration of the management board and supervisory board of ALNO AG in respect of the recommendations of the German Corporate Governance Code in accordance with § 161 AktG (Companies Act)
Both the management board and supervisory board of ALNO AG herewith declare that the recommendations of the German Corporate Governance Code in the version dated 21st May 2003 (published on 4th July 2003 in the electronic Bundesanzeiger (Federal Gazette) have received due compliance with the following exceptions:
- The D+O insurance policy taken out by ALNO AG for its management board and supervisory board members has no excess facility (Code Section 3.8 Paragraph 2). ALNO AG is and remains of the view that an excess facility in respect of the responsibility and motivation of the management and supervisory board members is not necessary with regard to the carrying out of their duties.
- The remuneration of the management board members is not individualised, but instead divided into a fixed component and a performance-related component as indicated in the annexe to the consolidated annual financial statements (Code Section 4.2.4 Sentence 2). In the view of ALNO AG, this data is sufficient for assessing whether the remuneration structure generates the intended motivational effect for the management board members.
- The chairmanship and membership of the supervisory board committees are not taken into account in respect of the remuneration of the supervisory board members (Code Section 5.4.5 Paragraph 1 Sentence 3). The key duties are carried out jointly by all members of the supervisory board such that ALNO AG does not consider a separate remuneration arrangement for committee activities to be appropriate.
- Members of the supervisory board do not receive performance-related remuneration (Code Section 5.4.5 Paragraph 2 Sentence 1). ALNO AG currently sees no necessity for a change here in view of the control and monitoring functions the supervisory board undertakes.
- The consolidated annual financial statements and half-yearly reports have hitherto been drawn up in accordance with national regulations (HGB+nbsp;- German Commercial Code) and not according to international accounting standards (Code Section 7.1.1 Sentence 3). The switch to International Financial Reporting Standards (IFRS) is currently underway for the consolidated annual financial statements for the 2004 financial year.
- The consolidated annual financial statements are not published within 90 days of financial year-end. Nor was the half-yearly report in 2004 published within 45 days of the end of the reporting period concerned (Code Section 7.1.2). The company aims to comply with this deadline for its half-yearly report in 2005. Furthermore, it also intends complying as far as possible with the deadline indicated for its consolidated annual financial statements.
Pfullendorf, Germany, 16th December 2004
The Management Board and the Supervisory Board
Declaration of Comformity for 2003Declaration of the Management Board and the Supervisory Board of ALNO AG concerning the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Joint Stock Corporations Act
The Management Board and the Supervisory Board of ALNO AG hereby declare that the recommendations set out in the German Corporate Governance Code dated May 21, 2003 (published on July 4, 2003 in the electronic “Bundesanzeiger”) have been and continue to be observed save for the following exceptions:
- The D+O insurance taken out by ALNO AG for the members of the Management Board and the Supervisory Board does not provide for any deductible (Section 3.8 (2) of the Code). ALNO AG continues to believe that the inclusion of a deductible is not conducive to the sense of responsibility and motivation of the members of the Management Board and the Supervisory Board in the performance of their duties.
- Compensation of the members of the Management Board is not individualized but merely broken down by fixed and performance-related components in the notes of the consolidated financial statements (Sentence 2 of Section 4.2.4 of the Code). ALNO AG takes the view that these disclosures are sufficient for determining whether the compensation structure provides the intended incentive for members of the Management Board.
- The exercising of chair and membership positions on the committees of the Supervisory Board is not taken into account in the compensation payable to the members of the Supervisory Board (Sentence 1 of Section 5.4.5 (1) of the Code). As the primary tasks continue to be performed jointly by the members of the Supervisory Board, ALNO AG does not consider separate compensation for committee activities to be necessary.
- The members of the Supervisory Board do not receive any performance-related compensation (Sentence 1 of Section 5.4.5 (2) of the Code). Given the supervisory and monitoring duties of the Supervisory Board, ALNO AG currently does not see any need for change.
- The consolidated financial statements and the interim semi-annual report are still being prepared in accordance with local GAAP (HGB) and not international accounting standards (Sentence 3 of Section 7.1.1 of the Code). The International Financial Reporting Standards (IFRS) are to be adopted in the 2005 financial year.
- The consolidated financial statements are not made publicly accessible within 90 days of the end of the financial year and the interim semi-annual report is not made publicly accessible within 45 days of the end of the reporting period (Section 7.1.2 of the Code). However, it is planned to further reduce the delay in preparing these reports.
Pfullendorf, December 18, 2003
The Management Board and the Supervisory Board
Declaration of Comformity for 2002Declaration of the Management Board and the Supervisory Board of ALNO AG concerning the recommendations of the Government Commission on the German Corporate Governance Code pursuant to Section 161 of the German Joint Stock Corporations Act and Section 15 of the Enabling Act of the German Joint Stock Corporations Act.
The Management Board and the Supervisory Board of ALNO AG hereby declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Federal Ministry of Justice in the official part of the electronic “Bundesanzeiger” are observed save for the following exceptions:
The Management Board has so far not arranged for the appointment of a representative to exercise shareholders’ voting rights in accordance with instructions (Sentence 3 of Section 2.3.3 of the Code). During the annual general meeting, shareholders present may issue proxies and instructions via proxy voting sheets.
The D+O insurance taken out by ALNO AG for the members of the Management Board and the Supervisory Board does not provide for any deductible (Section 3.8 (2) of the Code). ALNO AG believes that the inclusion of a deductible is not conducive to the sense of responsibility and motivation of the members of the Management Board and the Supervisory Board in the performance of their duties.
The exercising of chair and membership positions in the committees of the Supervisory Board is not taken into account in the compensation payable to the members of the Supervisory Board (Sentence 1 of Section 5.4.5 (1) of the Code). As the primary tasks are performed jointly by the members of the Supervisory Board, ALNO AG currently does not consider separate compensation for committee activities to be necessary.
The members of the Supervisory Board do not receive any performance-related compensation (Sentence 1 of Section 5.4.5 (2) of the Code). Given the supervisory and monitoring duties of the Supervisory Board, ALNO AG currently does not see any need for change.
ALNO AG produces an interim report in accordance with the applicable stock market legislation (Sentence 2 of Section 7.1.1). Quarterly reports are not prepared.
The consolidated financial statements and the interim reports are still being prepared in accordance with local GAAP (HGB) and not international accounting standards (Sentence 3 of Section 7.1.1 of the Code). However, IAS is to be adopted in the 2005 financial year.
Notes on the relationships with shareholders considered to be related parties pursuant to the applicable accounting regulations are not included in the consolidated financial statements (Section 7.1.5 of the Code).
The consolidated financial statements are not made publicly accessible within 90 days of the end of the financial year and the interim semi-annual report is not made publicly accessible within 45 days of the end of the reporting period (Section 7.1.2 of the Code). However, it is planned to reduce the current delay in preparing these reports.
Pfullendorf, April 2003
The Management Board and the Supervisory Board
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