Declaration of the Executive and Supervisory Boards of ALNO AG regarding the recommendations of the German Corporate Governance Code in accordance with AktG Art. 161
The Executive and Supervisory Boards of ALNO AG declare that, since the issuance of the last declaration of conformity dated December 13, 2007, the recommendations of the German Corporate Governance Code as amended on June 6, 2008 (published on August 8, 2008) have been and are being complied with, subject to the following exceptions:
The convening of the Annual General Meeting, along with the convention documents, is not yet being communicated by electronic means since the Annual General Meeting has not approved this method yet (Code Art. 2.3.2).
The D+O policy taken out by ALNO AG for the Executive and Supervisory Board members does not include a deductible (Code Art. 3.8, paragraph 2)). ALNO AG still believes that a deductible is not necessary for the Executive and Supervisory Board members to carry out their duties in a responsible, motivated way.
A compensation report was prepared (Code Art. 4.2.5, paragraph 1, sentence 1 and paragraph 3, sentence 2). However, it was published in the notes to the consolidated financial statements in the 2006 annual report, and not in the corporate governance report.
Supervisory Board members have not been elected individually (Code Art. 5.4.3 sentence 1). The Supervisory Board was expanded in January 2007 by judicial appointment in accordance with AktG Art. 104 (3) (2). The judicial appointment was not limited in time up to the next Annual General Meeting (Code Art. 5.4.3, sentence 2). No proposed candidates for the Supervisory Board chair were announced to the shareholders. (Code Art. 5.4.3, sentence 3). The Executive and Supervisory Boards of ALNO AG reserve the right to recommend to the Annual General Meeting to hold future Supervisory Board elections either on an individual basis or on a group basis.
The members of the Supervisory Board do not receive performance-based compensation (Code Art. 5.4.6, paragraph 2, sentence 1). ALNO AG does not see any need for change given the Supervisory Board’s monitoring function. Payments made by ALNO AG to members of the supervisory board for personally rendered services will appear in the group appendix to the 2007 business report, and not in the Corporate Governance report (code item 5.4.6, paragraph 3, sentence 2).
The consolidated financial statements are not made publicly accessible within 90 days of the end of the financial year, nor are interim reports made publicly accessible within 45 days of the end of the reporting period (Code Art. 7.1.2). ALNO AG plans to make the consolidated financial statements and the interim reports publicly accessible even closer to the deadlines.