Corporate governance reportAs resolved by the relevant governmental commission, the German Corporate Governance Code was initially issued in February 2002 with the aim of creating basic principles for good corporate governance and of strengthening confidence in German companies. For BERU AG, the German Corporate Governance Code constitutes an important foundation for responsible corporate governance. One of our key objectives is therefore to essentially follow the Code’s recommendations and suggestions and to gear our corporate activities towards them. Management and monitoring structure The main principles of responsible corporate government and control are efficient and trusting collaboration between the Executive Board and the Supervisory Board, open corporate communication and a performance-oriented remuneration system. The Supervisory Board acts as a monitoring body, and its consent is required for important company decisions. The duties of the Executive Board to inform and report to the Supervisory Board are laid down in the Rules of Procedure. BERU AG is committed to the abovementioned principles and will do its utmost to implement them in the best possible way. Efficiency test of the Supervisory Board A test of BERU AG's Supervisory Board’s efficiency is carried out annually with the use of a ten-point checklist. Establishment of committees The German Corporate Governance Code recommends that the Supervisory Board form committees with special qualifications. The Supervisory Board has followed this recommendation and has formed a Human Resources Committee, a Strategy Committee and, in accordance with the Code as amended on June 14, 2007, also a Nomination Committee. Declaration of compliance Pursuant to Section 161 of the German Stock Corporation Act, each year, BERU AG issues a declaration of compliance with the recommendations of the “Governmental Commission of the German Corporate Governance Code”. The Executive Board and the Supervisory Board issued the last such declaration of compliance on March 17, 2008, and made it permanently accessible to the shareholders on the Company’s website
Securities transactions No directors’ dealings as defined by Section 15a of the German Securities Trading Act took place in the year under review. No members of the Executive Board and no members of the Supervisory Board held any shares in BERU AG or any related financial instruments on the balance sheet date. Supervisory Board compensation Pursuant to Section 5.4.7 of the German Corporate Governance Code, the remuneration of the members of the Supervisory Board is to be reported individually and subdivided according to its components:
Executive Board compensation Pursuant to Sections 4.2.4 and 4.2.5 of the German Corporate Governance Code, the remuneration of the members of the Executive Board is to be reported individually and subdivided according to fixed, performance-related and long-term incentive components:
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