News

09/03/10
Ad-hoc-Announcement: SYSTAIC publishes preliminary key figures for 2009 and adjusts guidance for 2010

26/01/10
KLIMAHOUSE 2010 - SYSTAIC ITALIA S.r.l. was awarded the FIRST PRIZE of the KLIMAHOUSE MARKETING AWARD

19/01/10
systaic AG focuses project business on industry solutions with added value

Corporate Governance

The term “Corporate Governance“ applies to all aspects of the management and supervisory system of a corporation including its organization, business principles and directives as well as its internal and external control and supervisory mechanisms.

The aim of Corporate Governance is to provide responsible direction and control of corporations with long-term creation of value. Corporate Governance promotes the trust of international and national investors, business partners, financial markets, staff members and the general public in the management and supervision of systaic AG.

The Government Commission of the German Corporate Governance Code, which was appointed by the German Minister of Justice in September 2001, adopted the German Corporate Governance Code (“Code“) on February 26, 2002, and various amendments to the Code on May 21, 2003, June 2, 2005, June 12, 2006, June 6, 2008, and June 18, 2009. The Code contains recommendations and suggestions on the management and supervision of German listed companies. It is based on internationally and nationally recognized standards for good and responsible corporate governance.

Click here to download the German Corporate Governance Code:
Corporate Governance Code

According to section 161 of the German Stock Corporation Act (deutsches Aktiengesetz – AktG), as a public corporation, SYSTAIC is obligated to disclose to what extent it has complied with the recommendations (“comply or explain“).

The Executive Board and Supervisory Board of systaic AG hereby declare, pursuant to Section 161 AktG:

Since releasing its last Declaration of Conformity, systaic AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code (the “Code”) in its prevailing version, with the exceptions listed in this Declaration, and it shall continue to do so in future with the same exceptions.

Contrary to Section 3.8 of the Code, the D&O insurance policy for the Supervisory Board of systaic AG does not provide for an excess of at least 10% of the damages up to at least 1.5 times the fixed annual remuneration of the respective member of the Supervisory Board. systaic AG has provided for an excess in the D&O insurance policy for Supervisory Board members; however, the amount of this excess does not comply with the above requirement of the Code applicable since 18 June 2009, as an adjustment has not been made since the Code was amended.
Section 4.2.3 of the version of the Code applicable since 18 June 2009 stipulates that the variable components of the remuneration to be paid to the members of the Executive Board should take account of both positive and negative developments. The variable remuneration of the Executive Board members of systaic AG is contingent upon the achievement of certain operative earnings targets; the Supervisory Board considers this to be appropriate.
Contrary to Section 5.2 and Section 5.3 of the Code, the Supervisory Board of systaic AG currently only has three members who do not form any committees. As the Supervisory Board consists of just three members, all Supervisory Board matters are discussed in plenary session. The Executive Board and Supervisory Board therefore do not consider it necessary to form committees.
Section 5.4.1 of the Code requires that candidate proposals submitted for the election of Supervisory Board members also take into account an age limit to be specified for Supervisory Board members. Such an age limit was not specified; the Executive Board and Supervisory Board of systaic AG prefer to assess on a case-by-case basis whether a proposed candidate is suitable for membership of the Supervisory Board, regardless of their age.
Contrary to Section 6.6 of the Code, a separate presentation of the overall shareholdings or related financial instruments of the Executive Board and Supervisory Board is not intended in the corporate governance report, even if the total holdings of all Executive and Supervisory Board members exceed 1% of the Company’s shares. It is the opinion of the Executive Board and Supervisory Board that the duties of notification foreseen by the German Securities Trading Act (Wertpapierhandelsgesetz) are sufficient, if the shareholdings of an individual shareholder exceed certain thresholds.

Düsseldorf, 16 December 2009

The Executive Board
The Supervisory Board

The Declarations of Conformity for financial year 2007 and 2008 are available for download.