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Declaration of Compliance 2008
by the Executive Board and the Supervisory Board of BERU AG with the recommendations of the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act
The Executive Board and the Supervisory Board of BERU AG hereby issue the following declaration concerning the recommandations of the “Corporate Governance Code of the German Government Commission”:
BERU AG has complied with the recommendations of the German Corporate Governance Code (GCGC) as amended on June 12, 2006 in the period from March 22, 2007 to July 19, 2007 and as amended on June 14, 2007 in the period from July 20, 2007 announced by the Federal Ministry of Justice in the official part of the electronic Federal Bulletin, with the exceptions of the recommendations in clause 5.3.2 subsection 1 on the establishment of an Audit Committee, and in clause 7.1.4 regarding the publishing of a list of third party companies, in whom the Company holds a stake that is not of minor significance to the Company, specifying the previous year’s results of the third party companies. BERU AG will also follow the recommendations made by the German Corporate Governance Code amended on June 14, 2007 with the exception of clause 5.3.2, subsection 1, establishing an Audit Committee. In detail:
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BERU AG does not comply with the recommendation of the Code in clause 7.1.4, according to which BERU AG has to publish a list of and display the previous year’s results for the third party company, in which it has a stake and which is of non-minor importance to the Company. In the future BERU AG will also adhere to this recommendation by the Code for the reason of an increase in transparency, and report the list of third party companies and their previous year’s results.
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BERU AG hasn’t adhered to and will not adhere to the recommendation, clause 5.3.2, subsection 1 in the Code concerning the establishment of an Audit Committee, as the Supervisory Board only consists of six members and there would be no increase in efficiency by means of the establishment of an Audit Committee. The Supervisory Board is intensively dealing with the questions of the financial accounting and risk management, the necessary independence of the external auditor, the ascertainment of audit focus and the fee agreement.
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Ludwigsburg, in March 2008
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For the Supervisory Board of BERU AG
Dr. Ulrich Wöhr
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For the Executive Board of BERU AG
Dr. Thomas Waldhier
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