The Board of Directors and Supervisory Board state that Softship AG
complies with the recommendations of the Commission of the Government
for the German
Coporate Governance Code with the following exceptions since November 17, 2009.
This declaration is effective as of November 2009:
Section 3.8: The existing D&O insurance for the Supervisory Board will be continued without co-insurance. The allowance is too small to warrant the extra expenditure of an excess.
Section 4.2.1: The Board of Directors consists of two members of equal rights without chairman or speaker. Both members work closely together. With regard to the size of the company and the Board of Directors, neither a chairman nor a speaker is needed or requested by the board members.
Section 5.1.2: There is no age limit set for the members of the Board of Directors. With the current structure of the Board, the management fails to see the necessity for such a limit. Instead of formal regulations, the professional qualification shall be the relevant factor.
Section 5.3: The Supervisory Board will form a committee only if it seems reasonable because of the size of the enterprise. Neither the strength of the Board nor the size of the company justify the establishment of committees. All members of the Board fulfill all Board tasks to the full extent.
Section 5.4.1: There is no age limit set for the members of the Supervisory Board. With the current structure of the Board, the management fails to see the necessity for such a limit. Instead of formal regulations, the professional qualification shall be the relevant factor.
Section 5.4.6: Remuneration of the members of the Supervisory Board is not bound to the profit of the enterprise. The allowances made are at a low level. Further costs caused by profit sharing are avoided by fixed allowances.
Section 7.1.1: Softship AG publishes interim reports instead of quarterly reports. Interim reports according to §37x WpHG (German Securities Trade Act) state extensive information about the business development. An even more comprehensive reporting would require a disproportional effort and significantly higher costs without delivering fundamentally more information.
Section 7.1.2: The Annual report will not be published within a 90-day period after the fiscal year-end, but at the end of the compulsory four months. Meeting the 90-day period would result in a significant rise in personnel costs in the administrative area. The relatively small gain in information – compared with the four months period – would by no means balance the extra expenditure. |
