2011 annual report - ALNO

SINGLE-ENTITY AND GROUP MANAGEMENT REPORT | Other disclosures53Declaration pursuant to Section 161 of the StockCompanies Act (AktG) by the Board of Managementand Supervisory Board of ALNO AG concerningthe recommendations of the German CorporateGovernance Code:Board of Management and Supervisory Board of ALNO AGdeclare that since the last declaration of compliance on 7October 2010, the company has been, and is, in compliancewith the recommendations of the German CorporateGovernance Code (DCGK) in the version dated 26 May 2010(published on 2 July 2010) with the following exceptions:• The German Corporate Governance Code recommendsD&O insurance with deductible for members of the SupervisoryBoard. ALNO AG continues to believe that a deductibleis not required in view of the Supervisory Board members'responsibility and motivation in discharging their duties.Contrary to the requirements in Section 3.8 of the Code,the D&O insurance in force for members of the SupervisoryBoard of ALNO AG therefore does not include a deductible.• Section 4.2.5 of the Code recommends disclosure ofthe total remuneration received by every member of theBoard of Management in a remuneration report explainingthe system of remuneration within the framework of thereport on Corporate Governance. ALNO AG has prepareda remuneration report. This report is published in the Notesto the Annual Report, as these details constitute mandatoryinformation which must be disclosed in the Notes in accordancewith Section 314 (1) No. 6 of the German CommercialCode (HGB). The remuneration report therefore does notform part of the report on corporate governance. However,the report on corporate governance contains a reference tothe remuneration report in the Notes to the annual financialstatements.• Section 5.3.3 of the Code requires the establishment of anomination committee by the Supervisory Board to proposesuitable candidates whom the Supervisory Board can thenrecommend for election by the Annual General Meeting. Thecompany's Supervisory Board has not set up such a committee,as experience to date has not made it appear necessaryfor the purpose of nominating suitable candidates.objectives should be taken into account in the SupervisoryBoard's nominations to the relevant election committees.Establishment of the objectives and their implementation areto be published in the report on corporate governance. TheSupervisory Board of ALNO AG has already issued a specifictarget in the past as regards the maximum age of its members.At the time of issuing this declaration of compliance,the Supervisory Board is still internally considering which ofthe other specific objectives mentioned in Section 5.4.1 (2)of the Code might, with due regard for the specific situationof ALNO AG, be of relevance for the Supervisory Board'smembership. When this internal analysis is complete, theSupervisory Board will, if necessary, draw up further specificobjectives as regards its membership, in particular withregard to a suitable number of women members. This constitutesa temporary deviation from the recommendation inSection 5.4.1 (2) of the Code. In view of the ongoing internaldiscussion over whether and which specific objectives are tobe defined in addition to the age limit which is still continuingat the time of issuing this declaration of compliance, furtherobjectives cannot be taken into account at present in nominationsfor election. Corresponding notification in the reporton corporate governance is likewise not possible at present.This consequently also constitutes a temporary deviationfrom the recommendation in Section 5.4.1 (3) of the Code.• The members of the Supervisory Board do not receive anyprofit-oriented remuneration (Section 5.4.6 (2) of the Code,first sentence). ALNO AG does not see any need to changethis at present in view of the Supervisory Board's controllingand monitoring function. The remuneration paid by ALNOAG to the members of the Supervisory Board for their personalservices is published in the Notes to the Annual Reportand is therefore not included in the report on corporate governance(Section 5.4.6 (3) of the Code, second sentence).• The consolidated financial statements are not yet publishedwithin 90 days of the end of the financial year and the interimreport is not yet published within 45 days of the end of thereporting period (Section 7.1.2 of the Code, third sentence).It is planned to bring both the consolidated financial statementsand the interim report more into line with the requireddeadlines.• In the version dated 26 May 2010, Section 5.4.1 (2) and(3) of the Code introduces recommendations according towhich the Supervisory Board is required to define specificobjectives with regard to its membership which, with dueregard for the company's specific situation, take account ofits international activities, potential conflicts of interest, anage limit to be defined for the members of the SupervisoryBoard and diversity. In particular, these specific objectivesshould provide for a reasonable number of women. ThesePfullendorf, 30 September 2011Max MüllerFor theBoard of ManagementHenning GieseckeFor theSupervisory Board