Corporate Governance Report |
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- New Version of the Code Published on July 20, 2007
- Formation of Nomination Committee
- Greater Attention to Compliance
Heidelberg has worked continuously on improving its corporate governance ever since the German Corporate Governance Code was adopted in 2002. Our primary focus is to implement the recommendations and suggestions of the Code as quickly as possible and to the greatest possible extent. During the financial year, Heidelberg again succeeded in complying with all the recommendations of the Code.
The Code is held in high esteem by the public and is practiced on a day-to-day basis by nearly all listed corporations. As in the past, we view critically some requirements regarding the structure of corporate governance reporting, since we believe that they hamper clear classification and appropriate weighting in some cases. Nevertheless, thanks to the Code as well as its requirements regarding corporate governance reporting, the management and control of German corporations has become considerably more transparent in recent years. The quality and the depth of the information available on the Internet sites of listed corporations alone is proof of this.
Declaration of Compliance According to Section 161 of the Stock Corporation Act
The Management Board and the Supervisory Board issued the Declaration of Compliance on November 28, 2007. Even though the new version of the Code was published on July 20, 2007, just a few days before Heidelberg’s Annual General Meeting was held, only a few measures were necessary to adapt the Company’s Rules of Procedure to the Code. Furthermore, the Nomination Committee was constituted. Heidelberg can therefore again state that the Company is in full compliance for the past and can pledge full compliance vis-à-vis future applicable situations and events. This also applies to the Code's numerous recommendations. Heidelberg wholly fulfills the recommendations in Items 2.2.4, 2.3.3, 3.7, 3.10, 5.1.2, 5.2, 5.3.2, 5.3.4, and 5.3.5.
The recommendations in Items 3.6 and 6.8 are only fulfilled to a large extent. Not every meeting of the Supervisory Board requires individual preparation by shareholder and staff representatives. Also, in view of the large number of the Company’s publications, it is not feasible to translate all of them into English. As far as the existing Management Board contracts are concerned, we are largely in compliance, albeit not in all details, with the new suggestions included in Item 4.2.3. For a number of reasons, we still do not plan to make the entire Annual General Meeting accessible via the Internet as is stipulated in Item 2.3.4. Nevertheless, the opening of the Annual General Meeting by the Chairman of the Supervisory Board as well as the speech of the Chairman of the Management Board will continue to be transmitted via the Internet in the future.
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As at: July 2008
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Heidelberg News
Issue 266 of Heidelberg News is available now. Copies free of charge can be requested by e-mail or fax, +49 (0)6221 92 50 42.
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