Declaration of Compliance
The following English translation is provided for information
purposes only. The German text remains the only official and
legally binding version. The company disclaims responsibility for
any misunderstanding or misinterpretation due to this translation.
Declaration of Compliance
Declaration regarding the German Corporate Governance Code in
accordance with the Stock Corporation Act, Section 161
The Supervisory Board and the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft herewith make the following declaration of compliance in accordance with the Stock Corporation Act, Section 161.
Since its last declaration of compliance on November 24, 2010, Heidelberger Druckmaschinen Aktiengesellschaft has complied with all recommendations published in the official section of the Federal Gazette by the Federal Ministry of Justice of the "Government Commission of the German Corporate Governance Code" as specified in the version effective since May 26, 2010, which was announced on July 2, 2010, during the period from November 24, 2010 to November 25, 2011, with the following exceptions and will comply with these recommendations in the future as well with the following exceptions:
One member of the company's Supervisory Board, who belongs to the Executive Board of a listed company, had accepted four Supervisory Board mandates in non-group listed companies and had performed these mandates since the statement of the last Declaration of Compliance until September 23, 2011. Since September 23, 2011 this member has performed three Supervisory Board mandates in non-group listed companies. Furthermore, this member of the Supervisory Board has performed an additional Supervisory Board mandate in a Supervisory Board of a company with comparable requirements in accordance with the Section 5.4.5 of the Code. The member already held all these mandates at the time of the change of the Code in 2010, but also already in 2009. Therefore the recommended maximum number of three such mandates in accordance with Section 5.4.5 of the Code was not and will not be complied with. However, Heidelberger Druckmaschinen Aktiengesellschaft does not consider this a limitation of the proper fulfillment of the Supervisory Board member's responsibilities, as the Supervisory Board member has sufficient time to perform his mandate at Heidelberger Druckmaschinen Aktiengesellschaft, especially since the number of Supervisory Board mandates was already reduced by September 23, 2011. The Supervisory Board intends to take this recommendation into consideration in future nominations of Supervisory Board members.
Heidelberger Druckmaschinen AG differed and will also continue to differ in future from the recommendations in Sections 4.1.5, 5.1.2 Sentence 2 and 5.4.1 second paragraph of the Code specified in the version effective since May 26, 2010 in so far as therein an appropriate consideration or participation of women should be aspired or provided. Supervisory Board and Management Board of the company took measures last year to advance women in the company and proposed to the Annual General Meeting to vote for another woman in the Supervisory Board. Supervisory Board and Management Board will continue to be guided in proposals and decisions in personnel matters only by the competence and qualification of the available female and male candidates and will not attach special or particular importance to the gender. Supervisory Board and Management Board explicitly welcome all efforts, which counteract a sexual or any other form of discrimination and which support diversity appropriately.
Declaration of Compliance
Declaration regarding the German Corporate Governance Code in
accordance with the Stock Corporation Act, Section 161
The Supervisory Board and the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft herewith make the following declaration of compliance in accordance with the Stock Corporation Act, Section 161.
Since its last declaration of compliance on November 24, 2010, Heidelberger Druckmaschinen Aktiengesellschaft has complied with all recommendations published in the official section of the Federal Gazette by the Federal Ministry of Justice of the "Government Commission of the German Corporate Governance Code" as specified in the version effective since May 26, 2010, which was announced on July 2, 2010, during the period from November 24, 2010 to November 25, 2011, with the following exceptions and will comply with these recommendations in the future as well with the following exceptions:
One member of the company's Supervisory Board, who belongs to the Executive Board of a listed company, had accepted four Supervisory Board mandates in non-group listed companies and had performed these mandates since the statement of the last Declaration of Compliance until September 23, 2011. Since September 23, 2011 this member has performed three Supervisory Board mandates in non-group listed companies. Furthermore, this member of the Supervisory Board has performed an additional Supervisory Board mandate in a Supervisory Board of a company with comparable requirements in accordance with the Section 5.4.5 of the Code. The member already held all these mandates at the time of the change of the Code in 2010, but also already in 2009. Therefore the recommended maximum number of three such mandates in accordance with Section 5.4.5 of the Code was not and will not be complied with. However, Heidelberger Druckmaschinen Aktiengesellschaft does not consider this a limitation of the proper fulfillment of the Supervisory Board member's responsibilities, as the Supervisory Board member has sufficient time to perform his mandate at Heidelberger Druckmaschinen Aktiengesellschaft, especially since the number of Supervisory Board mandates was already reduced by September 23, 2011. The Supervisory Board intends to take this recommendation into consideration in future nominations of Supervisory Board members.
Heidelberger Druckmaschinen AG differed and will also continue to differ in future from the recommendations in Sections 4.1.5, 5.1.2 Sentence 2 and 5.4.1 second paragraph of the Code specified in the version effective since May 26, 2010 in so far as therein an appropriate consideration or participation of women should be aspired or provided. Supervisory Board and Management Board of the company took measures last year to advance women in the company and proposed to the Annual General Meeting to vote for another woman in the Supervisory Board. Supervisory Board and Management Board will continue to be guided in proposals and decisions in personnel matters only by the competence and qualification of the available female and male candidates and will not attach special or particular importance to the gender. Supervisory Board and Management Board explicitly welcome all efforts, which counteract a sexual or any other form of discrimination and which support diversity appropriately.
Heidelberg, November 25, 2011
Heidelberger Druckmaschinen Aktiengesellschaft
| For the Supervisory Board: | For the Management Board: | |
| Robert J. Koehler
Chairman of the Supervisory Board |
Bernhard Schreier
Chairman of the Management Board |
Dirk Kaliebe
Member of the Management Board |
Declarations of Compliance 2006 to 2011 as pdf download |
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Declaration of Compliance 2011 (German version) Declaration of Compliance 2010 Correction of the Declaration of Compliance 2009 Declaration of Compliance 2009 (German version) Declaration of Compliance 2008 (German version) |
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