The current declaration of compliance of Conergy AG
The Management Board and the Supervisory Board of Conergy AG resolve to publish the following statement on Corporate Governance
Amendment of the declaration dated 7 December 2011
Section 161 German Stock Corporation Act requires the Management Board and the Supervisory Board of a listed company to declare once a year whether they are in compliance with the recommendations of the German Corporate Governance Code as amended and, if this is not the case, which recommendations they did not or do not follow. The Company also has to provide reasons for any non-compliances.
The Management Board and the Supervisory Board of Conergy AG issued the following declaration on 7 December 2011 regarding the recommendations of the Government Commission German Corporate Governance Code:
The most recent Declaration of Compliance was published on 9 December 2010; it was updated and amended through the Declaration on 14 July 2011. Since this date, Conergy AG has been in compliance with all recommendations of the German Corporate Governance Code as amended on 26 May 2010, as applicable, with the following exceptions:
Up to now, Conergy AG has not made use of the option created by the German Act Implementing the Shareholder Rights Directive (ARUG) to allow postal votes (Section 118 para. 2 German Stock Corporation Act) (deviation from Item 2.3.3 sentence 2 of the German Corporate Governance Code). The Management Board and Supervisory Board are initially planning to wait and see what other quoted issuers do and what their experience is like before submitting a motion to the General Shareholders’ Meeting for resolution on an amendment of the Articles of Association to allow such postal votes.
Ever since the departure of the former Chairman of the Management Board Dieter Ammer, the Management Board of Conergy AG has not had a chairman or a spokesman (deviation from Item 4.2.1 sentence 1, clause 2 of the German Corporate Governance Code). After Alexander Gorski’s appointment to the Management Board effective 4 May 2011, the Management Board of Conergy AG initially comprised three members. The Supervisory Board did not appoint a chairman or spokesman of the Management Board, particularly as the Management Board member Andreas Wilsdorf left the Management Board effective at the end of 31 July 2011, so that the Management Board again has comprised two members since that date. The Supervisory Board does not consider it necessary to appoint a chairman or spokesman in the current constellation. The Supervisory Board is looking for suitable candidates for the Management Board and will in due time address the question whether to appoint a chairman or spokesman of the Management Board in this connection.
The Supervisory Board of Conergy AG has not specified any concrete objectives regarding its composition (deviation from Item 5.4.1 sentences 2 to 5 of the German Corporate Governance Code). In nominating suitable candidates to the General Shareholders’ Meeting, the Supervisory Board will continue to comply with the legal requirements and emphasise the candidates’ expertise and personal skills irrespective of their gender. The Company's international activities as well as potential conflicts of interest and diversity will naturally also be taken into account. This does not require the specification of concrete objectives, however.
The aforementioned declaration dated 7 December 2011 was amended as follows by the resolutions of the Management Board dated 8 February 2012 and the Supervisory Board dated 23 February 2012:
Due to the delegation of Dr. Philipp Comberg to the Management Board with effect as of 12 January 2012 in accordance with Section 105 para. 2 German Stock Corporation Act (AktG) and his appointment as Chairman, the Management Board of Conergy AG again comprises a chairman or speaker (Item 4.2.1 sentence 1, 2nd half sentence of the German Corporate Governance Code).
To view the current version of the Declaration of Compliance pursuant to Section 161 Stock Corporation click here.
Previous Declarations of Compliance