PDF, 1.2 MB - Pfleiderer AG

10 being focused: being better
corporate governance
In 2002, the Corporate Governance Code was promulgated by the Germany government.
The objective of this legislation is to make Germany’s corporate governance rules transparent
to national and international investors, in turn strengthening confidence in the way German
corporations are managed. Sec. 161 of the German Stock Corporation Act requires that stock
companies make a formal declaration every year that the recommendations of the Corporate
Governance Code are being, or have been met. Failing this, the declaration must otherwise
specify which particular recommendations are not, or have not been, applied.
Pfleiderer’s supervisory and management boards have accordingly made a declaration,
which was duly published for the first time in December 2002 on the corporate website.
Beyond this, the supervisory and the management boards have drafted a set of Principles of
Corporate Governance for Pfleiderer AG. These Principles go beyond the general statutory
framework, providing guidelines on what constitutes good national and international corporate
conduct, and how to act in the specific markets in which the Company operates.
Pfleiderer’s Corporate Governance Principles are a central element for ensuring transparent
and trustworthy communication with its shareholders, employees and stakeholders. The
Company’s commitment to ensure that management operates in a transparent and responsible
manner, and control the Company with the goal of increasing its value, will increase the level
of trust in Pfleiderer and the way it is managed and supervised.
The Principles are corporate rules which will be reviewed and revised in as law changes,
and in keeping with other national and international developments.
Declaration by the Supervisory Board and the Management Board of
Pfleiderer Aktiengesellschaft pursuant to the recommendations
of the German Corporate Governance Code Government Commission
in accordance with Sec. 161, German Stock Corporation Act
The Pfleiderer AG complies with the recommendations of the German Corporate Governance
Code Government Commission. The following recommendations are the only ones not being
applied:
– At present, compensation for members of the Supervisory Board comprises only fixed
compensation.
– No age limit for members of the Supervisory Board is fixed in the Company’s statues.
Neumarkt, December 2002
For the Supervisory Board For the Management Board
Ernst-Herbert Pfleiderer Prof. Dr. Ralf H. Bufe