The Executive Board and the Supervisory Board declare that BERU AG has so far complied with the recommendations of the “Corporate Governance Code of the German Government Commission” in the version of
May 21, 2003, as set out in the declaration of compliance of December 31, 2004, and will continue to comply with these recommendations with the following exceptions:
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1.
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The compensation of the members of the Executive Board is not shown in the notes to the consolidated financial statements in individualized form divided into fixed, performance-related and long-term incentive components, as recommended by Clause 4.2.4 of the Code. The Company is of the opinion that details of the individual compensation of each member of the Executive Board do not provide a good basis for assessing the suitability of the compensation for the management of the Company, which is the joint responsibility of the members of the Executive Board. Furthermore, the information provided by individualized disclosure is of little value due to the fact that the Executive Board currently comprises only three members.
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2.
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The Company does not follow the recommendation of Clause 5.3.2, Sentence 1 of the Code to set up an audit committee, because the Supervisory Board comprises only six members and this would therefore not improve its efficiency. The Supervisory Board deals intensively with questions of accounting and risk management, the required independence of the external auditors, appointing a company of auditors to carry out the independent audit, determining the main areas of the audit, and the audit fee.
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3.
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The periods of 90 days and 45 days respectively recommended in Clause 7.1.2 for publishing the consolidated financial statements and the interim reports will not be complied with due to the required consolidation of the companies of the Group according to the principles of international accounting standards.
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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
Mr. Marco von Maltzan
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