Nordzucker_GB 03-04_E_.pd 1 - Nordzucker AG

Independent Auditor’s Report
Declaration of Nordzucker AG concerning the German Corporate Governance Code
in conformity with Article 161 of the German Company Law (AktG)
The managing and supervisory boards of Nordzucker
AG Braunschweig have studied in detail the recommendations
of the government commission “German
Corporate Governance Code”, which the Federal
Ministry of Justice notified in the official part of the
Federal Bulletin of 4 July 2003. Both boards agree to
the regulations set forth in that code. Even though
the German Corporate Governance Code is not binding
for Nordzucker AG as a company that has not
sought stock exchange listing, Nordzucker AG has
complied, and will comply, with the recommendations
made in that code except for the following
exclusions:
1. The German Corporate Governance Code recommends
in clause 3.8 that in effecting a Directors &
Officers insurance (D&O insurance for short) the company
arrange for an adequate own-risk clause. The
D&O insurance Nordzucker AG has taken out does at
the moment not provide any retention either for the
managing board nor for the supervisory board.
2. The German Corporate Governance Code recommends
in clause 4.2.4 that the annex of the
consolidated financial statement show the compensation
for the members of the supervisory board with
fixed allowance, profit-oriented elements and elements
based on long-term incentives. These details
should be shown in an individualized form. It has
been agreed with the supervisory board that the company
will refrain from such itemization.
3. The German Corporate Governance Code recommends
in clause 5.4.1 that an age limit be defined
and considered for members of the supervisory board.
Nordzucker AG has defined a limit of 65 years of age
for candidates nominated as supervisory board members.
In its board elections, the general meeting of
5 September 2003 deviated from this principle in two
cases by way of exception, because in view of their
excellent abilities and experience, gained not least
during long years as members of the executive bodies
of Nordzucker AG and Union Zucker Südhannover,
the two candidates concerned will be able to make
valuable contributions to the work of the supervisory
board of Nordzucker AG.
4. The German Corporate Governance Code recommends
in clause 5.4.5 that the compensation for the
members of the supervisory board distinguish between
committee chairman and committee members.
Neither the chairman nor the members of the supervisory
board committees receive any special compensation
for their work in such committees.
The German Corporate Governance Code also recommends
in the aforementioned clause that the annex
of the consolidated financial statement show the compensation
for members of the supervisory board in an
individualized form showing the different compensation
elements. The company will refrain from such itemization.
5. The German Corporate Governance Code recommends
in clause 7.1.1 that interim reports be used as
an instrument to inform shareholders and third parties
in the course of the financial year. Nordzucker AG
intends to comply with this recommendation, by
introducing IAS (International Accounting Standard)
and IFRS (International Financial Reporting Standards)
in 2005.
Braunschweig, 24 February 2004
Nordzucker AG
Dr. Ulrich Nöhle
H. Hansen-Hogrefe
Chairman of the
Chairman of the
Managing Board Supervisory Board
58