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Degussa enhances reporting transparency
A large number of the requirements, recommendations and suggestions listed in the recommendations of the German Corporate Governance Code have long been normal practice at Degussa. Corporate governance holds a fixed place in Degussa's management philosophy.
Corporate Governance Code
Declaration by the Supervisory Board and Board of Management of Degussa AG pursuant to § 161 of the German Stock Corporation Act on conformity to the recommendations made by the Government Commission on the German Corporate Governance Code
The Supervisory Board and Board of Management of Degussa AG hereby declare the following:
Since issuing the last declaration of conformity pursuant to § 161 of the German Stock Corporation Act on December 10, 2004, Degussa AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code as published by the German Justice Ministry in the official section of the electronic Federal Gazette (Bundesanzeiger), with the following exceptions:
- Section 3.8 of the German Governance Code states that a suitable deductible will be agreed if a company takes out a D&O (directors and officers') insurance policy for the members of the Board of Management and Supervisory Board
The members of the Board of Management and Supervisory Board of Degussa AG are covered by the D&O insurance taken out by RAG Aktiengesellschaft. This is a Group-wide insurance policy that includes a uniform deductible for each member of the Board of Management and the Supervisory Board.
- Section 4.2.2 of the German Corporate Governance Code states that the full Supervisory Board will discuss and regularly review the structure of the compensation system for the Board of Management.
Under the rules of the procedure of the Supervisory Board of Degussa AG, responsibility for this is delegated to the Executive Committee of the Supervisory Board.
- Section 5.4.5 of the German Corporate Governance Code (Sec. 5.4.7 of the German Corporate Governance Code in the version of June 2, 2005) states that members of the Supervisory Board will receive separate remuneration, among other things, for chairing an executive committee.
The bylaws of Degussa AG provide for a separate compensation for membership in a committee, but not exceeding that for chairing a committee.
In the future, Degussa AG will comply with the recommendations of the Government Commission on the German Corporate Governance Code as they exist in the valid version of June 2, 2005, apart from the above-named exceptions.
Dusseldorf, December 13, 2005
On behalf of the Supervisory Board of Degussa AG
Dr. Werner Müller
(Chair of the Supervisory Board)
On behalf of the Board of Management of Degussa AG
Prof. Dr. Utz Hellmuth Felcht
(Chair of the Management Board)
Dr. Thomas Schoeneberg
(Member of the Management Board)
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The declaration by the Supervisory Board and Board of Management of Degussa AG pursuant to § 161 of the German Stock Corporation Act on conformity to the recommendations made by the Government Commission on the German Corporate Governance Code of previous years are available for download here:
| Declaration 2002.pdf |
PDF / 2.8 MB |
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| Declaration 2003.pdf |
PDF / 81 KB |
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| Declaration 2004 |
PDF / 29 KB |
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| Declaration 2005 |
PDF / 25 KB |
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