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2005
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Corporate  Governance

Declaration of compliance with the German Corporate Governance Code according to § 161 AktG (German Stock Corporation Act) by the Management and Supervisory Boards of Girindus AG.

Girindus AG sets a high value on good corporate governance, which not only forms the basis for efficient management of the company, but is the foundation on which the trust of our shareholders, customers, employees and the public is built.
The version of the German Corporate Governance Code issued on June 30th, 2003, contains legal provisions, recommendations and proposals that provide a model for transparent and responsible corporate management and control. The legal provisions are applicable under current law and therefore binding; recommendations and proposals reflect customary domestic and international corporate governance standards and are not mandatory. Any deviations from the recommendations are, however, required to be disclosed in a declaration of compliance according to §161 of the German Stock Corporation Act.

The Management and Supervisory Boards of Girindus AG hereby declare that they have been in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version applicable since the time of submission of the last declaration of compliance and that they continue to be in compliance with the currently applicable version of May 21st, 2003, with the exception of the following instances of deviation:

  • Reasons for deviations from the recommendations of the German Corporate Governance Code have not been, and will not be, included in the annual report (Code no. 3.10).
  • Key features of the remuneration system, as well as the specific structure of a stock option plan or similar systems with long-term incentive elements and characterized by risk, have not been, and will not be, publicized on the Company's website in comprehensible format, nor will they be elucidated in the annual report. This is also true with respect to information on the value of share options (Code no. 4.2.3).
  • Remuneration of the Management Board is not, and will not be, broken down according to fixed salary, performance-related and long-term incentive components, nor will such remuneration be individually itemized in the notes to the annual financial statements (Code no. 4.2.4 of the version published on November 14th, 2002, and modified by publication of the version of June 30th, 2003). Remuneration of the Management Board is reported as a total in the notes to the consolidated financial statements of 2003 and 2004.
  • No age limit has been, or will be, established for members of the Management Board (Code no. 5.1.2).
  • No age limit has been, or will be, established for members of the Supervisory Board (Code no. 5.4.1).
  • Members of the Supervisory Board have not in the past, and will not in future, receive performance-related remuneration of any kind (Code no 5.4.5).
  • Interim reports have not been, and will not be, made available to the public within 45 days of the end of the reporting period, but within 60 days of the end of the reporting period (Code no. 7.1.2).

Bensberg, January 2005
Management Board and Supervisory Board of Girindus AG

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