BAUER Group

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

Since the last declaration in December 2010 the company has complied with, and currently complies with, each of the recommendations of the "Government Commission of the German Corporate Governance Code" as published by the German Federal Ministry of Justice in the official section of the electronic version of the German Federal Gazette ("Bundesanzeiger"), with the following exceptions:
 

1. Contrary to Article 3.8 an excess of at least 10% of the loss up to at least an amount representing one and a half times the fixed annual remuneration of Management Board and Supervisory Board members is not agreed for D&O insurance for the Supervisory Board. As a result of the moderate remuneration provisions for the Supervisory Board in the Articles of Association, a corresponding excess for the Supervisory Board is not approved. Even without a corresponding excess, the Supervisory Board members will perform their duties responsibly.
    
2. Contrary to Article 4.1.5, Article 5.1.2 and Article 5.4.1 there is no appropriate inclusion or participation of women in the filling of management positions or in the composition of the Management Board and the Supervisory Board. In particular, the introduction of a quota for women is not supported in order to ensure equal opportunities. These positions should be filled regardless of gender so that neither the female gender nor the male gender is favoured or discriminated against. In addition, a candidate should not suffer any disadvantage on the grounds of racial or ethnic origin, religion or belief.
    
3. Contrary to Articles 5.1.2 and 5.4.1, no age limit is specified for members of the Management Board or Supervisory Board. Expertise and performance cannot be determined on the basis of rigid age limits. Upon the appointment of new Management Board and Supervisory Board members, the persons who bear responsibility for selecting suitable members will take account of the age of the chosen person when reaching their decision, alongside assessing their skills. If a Management Board or Supervisory Board member should become no longer sufficiently capable of holding office on the grounds of age during their term of office, the common sense of the persons involved is to be trusted.
    
4. Contrary to Article 5.4.6, the members of the Supervisory Board receive only a fixed amount of remuneration, and no performance-related component. The agreement of solely a fixed amount of remuneration is intended to reflect the independence of the Supervisory Board. Its supervisory function is to be independent of monetary incentives.
    
5. Contrary to Article 7.1.2, the consolidated financial statements at December 31, 2010 were made public within 105 days rather than 90 days of the end of the financial year. As a result of the international structure of the Group, the completion and consolidation of the separate financial statements takes a considerable amount of time. In the interests of conscientious accounting processes, efforts to improve the accounting procedures continue.
    

Furthermore, BAUER Aktiengesellschaft already conforms largely to the additional suggestions of the German Government Commission on the Corporate Governance Code.

Schrobenhausen, December 08, 2011

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

Since the last declaration in December 2009 the company has complied with, and currently complies with, each of the recommendations of the "Government Commission of the German Corporate Governance Code" as published by the German Federal Ministry of Justice in the official section of the electronic version of the German Federal Gazette ("Bundesanzeiger"), with the following exceptions:
 

1. Contrary to Article 3.8 an excess of at least 10% of the loss up to at least an amount representing one and a half times the fixed annual remuneration of Management Board and Supervisory Board members is not agreed for D&O insurance for the Supervisory Board. As a result of the moderate remuneration provisions for the Supervisory Board in the Articles of Association, a corresponding excess for the Supervisory Board is not approved. Even without a corresponding excess, the Supervisory Board members will perform their duties responsibly.
    
2. Contrary to Article 4.1.5, Article 5.1.2 and Article 5.4.1 there is no appropriate inclusion or participation of women in the filling of management positions or in the composition of the Management Board and the Supervisory Board. In particular, the introduction of a quota for women is not supported in order to ensure equal opportunities. These positions should be filled regardless of gender so that neither the female gender nor the male gender is favoured or discriminated against. In addition, a candidate should not suffer any disadvantage on the grounds of racial or ethnic origin, religion or belief.
    
3. Contrary to Articles 5.1.2 and 5.4.1, no age limit is specified for members of the Management Board or Supervisory Board. Expertise and performance cannot be determined on the basis of rigid age limits. Upon the appointment of new Management Board and Supervisory Board members, the persons who bear responsibility for selecting suitable members will take account of the age of the chosen person when reaching their decision, alongside assessing their skills. If a Management Board or Supervisory Board member should become no longer sufficiently capable of holding office on the grounds of age during their term of office, the common sense of the persons involved is to be trusted.
    
4. Contrary to Article 5.4.6, the members of the Supervisory Board receive only a fixed amount of remuneration, and no performance-related component. The agreement of solely a fixed amount of remuneration is intended to reflect the independence of the Supervisory Board. Its supervisory function is to be independent of monetary incentives.
    
5. Contrary to Article 7.1.2, the consolidated financial statements at December 31, 2009 were made public within 110 days rather than 90 days of the end of the financial year. As a result of the international structure of the Group, the completion and consolidation of the separate financial statements takes a considerable amount of time. In the interests of conscientious accounting processes, efforts to improve the accounting procedures continue.
    

Furthermore, BAUER Aktiengesellschaft already conforms largely to the additional suggestions of the German Government Commission on the Corporate Governance Code.

Schrobenhausen, December 09, 2010

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code
 

Since the last declaration in December 2008 the company has complied with, and currently complies with, each of the recommendations of the "Government Commission of the German Corporate Governance Code" as published by the German Federal Ministry of Justice in the official section of the electronic version of the German Federal Gazette ("Bundesanzeiger"), with the following exceptions:
 

1. Contrary to Article 3.8 an excess of at least 10% of the loss up to at least an amount representing one and a half times the fixed annual remuneration of Management Board and Supervisory Board members is not agreed for D&O insurance for the Management Board and Supervisory Board. The new arrangement introduced for the Management Board as a result of the German Modernization of Accounting Regulations Act of May 25, 2009 (BGBl. I p. 1102) will be agreed for D&O insurance within the statutory period for implementation by June 30, 2010. As a result of the moderate remuneration provisions for the Supervisory Board in the Articles of Association, a corresponding excess for the Supervisory Board is not approved. Even without an excess up to a maximum of one and a half times the fixed annual remuneration, the Supervisory Board members will perform their duties responsibly. 
    
2. Contrary to Articles 5.1.2 and 5.4.1, no age limit is specified for members of the Management Board or Supervisory Board. Expertise and performance cannot be determined on the basis of rigid age limits. Upon the appointment of new Management Board and Supervisory Board members, the persons who bear responsibility for selecting suitable members will take account of the age of the chosen person when reaching their decision, alongside assessing their skills. If a Management Board or Supervisory Board member should become no longer sufficiently capable of holding office on the grounds of age during their term of office, the common sense of the persons involved is to be trusted. 
    
3. Contrary to Article 5.4.6, the members of the Supervisory Board receive only a fixed amount of remuneration, and no performance-related component. The agreement of solely a fixed amount of remuneration is intended to reflect the independence of the Supervisory Board. Its supervisory function is to be independent of monetary incentives.
    
4. Contrary to Article 7.1.2, the consolidated financial statements at December 31, 2008 were made public within 111 days rather than 90 days of the end of the financial year. As a result of the international structure of the Group, the completion and consolidation of the separate financial statements takes a considerable amount of time. In the interests of conscientious accounting processes, efforts to improve the accounting procedures continue.
    

Furthermore, BAUER Aktiengesellschaft already conforms largely to the additional suggestions of the German Government Commission on the Corporate Governance Code.



Schrobenhausen, December 10, 2009

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

It has been and it will be complied with the recommendations of the German Government Commission on the German Corporate Governance Code published in the official section of the Electronic Federal Gazette with the following exceptions:

1. The monetary remuneration paid to the members of the Management Board comprises fixed and variable elements. Contrary to article 4.2.3 and article 4.2.5, shares in the company with vesting periods extending over a number of years, share options and comparable schemes will not be awarded as elements of variable remuneration.
    
2. Contrary to articles 5.1.2 and 5.4.1, no age limit is specified for members of the Management Board or Supervisory Board.
    
3. Contrary to article 5.4.6, the members of the Supervisory Board receive only a fixed amount of remuneration, and no performance-related component.
    
4. Contrary to article 7.1.2, the consolidated financial statements at December 31, 2007 were made public within 113 days rather than 90 days of the end of the financial year.

Furthermore, BAUER Aktiengesellschaft already conforms largely to the additional suggestions of the German Government Commission on the Corporate Governance Code.

Schrobenhausen, December 11, 2008

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

BAUER Aktiengesellschaft complies with the recommendations of the German Government Commission relating to the German Corporate Governance Code as of June 14, 2007, with the following exceptions:

1. The monetary remuneration paid to the members of the Management Board comprises fixed and variable elements. Contrary to article 4.2.3 and article 4.2.5, shares in the company with vesting periods extending over a number of years, share options and comparable schemes will not be awarded as elements of variable remuneration.
    
2. Contrary to articles 5.1.2 and 5.4.1, no age limit is specified for members of the Management Board or Supervisory Board.
    
3. In the context of an application by the Management Board dated July 30, 2007 for the court appointment of a Supervisory Board member as an employees' representative to replace a deceased Supervisory Board member, contrary to Article 5.4.3 the court appointment was not limited until the next Annual General Meeting.
    
4. Contrary to article 5.4.7, the members of the Supervisory Board receive only a fixed amount of remuneration, and no performance-related component.
    
5. Contrary to article 7.1.2, the consolidated financial statements at December 31, 2006 were made public within 115 days rather than 90 days of the end of the financial year.

Furthermore, BAUER Aktiengesellschaft already conforms largely to the additional suggestions of the German Government Commission on the Corporate Governance Code.

Schrobenhausen, December 6, 2007

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

German Corporate Governance Code

Declaration of Compliance 2006, (only available in German)

German

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

Declaration of Compliance 2005, (only available in German)

German

Declaration pursuant to Section 161 of the German Stock Corporation Act by the Management Board and Supervisory Board of BAUER Aktiengesellschaft on the German Corporate Governance Code

 German Corporate Governance Code

Declaration of Compliance 2004, (only available in German)

German