Corporate Governance (Jerini)
Jerini AG Compliance Declaration
Compliance Declaration of Jerini AG’s Management and Supervisory Boards on Recommendations of the Government Commission German Corporate Governance Code According to § 161 of the German Stock Corporation Act (AktG)
The Company's statutory governing bodies are the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat) and the shareholders' meeting. The powers of these bodies are governed by the German Stock Corporation Act (Aktiengesetz), the Articles of Association (Satzung) and the Management Board's internal rules of procedure (Geschäftsordnung). There is no upper management level beneath the Management Board.
The Management Board manages our business in accordance with the relevant statutes, the Articles of Association and the Management Board's internal rules of procedure. The Management Board may represent Jerini AG in dealings with third parties. The Management Board must ensure that reasonable risk management and risk controlling systems are in place within Jerini in order to be able to recognize at an early stage any developments that might put our continued existence at risk. Moreover, the Management Board is required regularly to report to the Supervisory Board on the intended business policy and other fundamental questions relating to corporate planning (in particular, financial, investment and personnel planning). The Management Board is obligated to report to the Supervisory Board without undue delay on any transactions or events that might be of considerable significance to the Company.
The Supervisory Board appoints the members of the Management Board and may remove them for cause. The Supervisory Board advises on and supervises the management of our business by the Management Board, but does not itself actively manage our business. According to the Management Board's internal rules of procedure, the Management Board must obtain the Supervisory Board's prior consent for certain transactions. Moreover, the Supervisory Board may require that its consent be obtained for other transactions. No person shall serve simultaneously as a member of both the Management Board and the Supervisory Board.
The members of the Management Board and the Supervisory Board owe a duty of loyalty and care to the Company. In this respect, the members of both boards must take into account a broad range of interests, in particular those of the Company, its shareholders, its employees and its creditors. In addition, the Management Board must take into account the shareholders' right to non-discrimination and equal information. If the members of the Management or the Supervisory Boards breach their duties, all members of the respective board will be jointly and severally liable to the Company for compensatory damages. Insurance protection is in place for the members of the Management Board and the Supervisory Board through a director and officer insurance policy. The Company has not made any pension commitments towards the members of the Management Board and the Supervisory Board, and therefore has not created any reserves.
Corporate Governance Code
The German Corporate Governance Code Commission (Regierungskommission Deutscher Corporate Governance Kodex), appointed by the Federal Justice Minister (Bundesministerium für Justiz) in September 2001, adopted the German Corporate Governance Code (the "Code") on February 26, 2002 (last amended on June 6, 2008). The Code includes recommendations and suggestions for managing and supervising listed companies in Germany. The Code is based on internationally and nationally recognized standards for good and responsible corporate management. The Code contains recommendations (so-called "shall provisions") and suggestions (so-called "should" or "can" provisions) on corporate governance in relation to the shareholders, the shareholders' meeting, the management board, the supervisory board, transparency, accounting and auditing. There is no obligation to comply with the recommendations or suggestions of the Code.
Section 161 of the German Stock Corporation Act requires the management board and supervisory board of a listed company to make an annual statement that the recommendations of the Code made by the Federal Justice Ministry (Bundesministerium für Justiz) in the official section of the electronic Federal Gazette (elektronischer Bundesanzeiger) were or are being complied with, and which recommendations were or are not being implemented.
Download of German Corporate Governance Code (external website)
Compensation Management and Supervisory Board
For an outline of the compensation of the Management and Supervisory Boards, please refer to pages 164 ff. of the Corporate Governance Report 2008, which is included in the Annual Report 2008.
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