PDF (7.3 MB) - GILDEMEISTER Interim Report 3rd Quarter 2012

70Corporate Situation: Corporate GovernanceCorporate Governancegildemeister complies withCorporate Governance CodeCorporate governance has always enjoyed a high level of significance at gildemeisterand it is an integral part of corporate management and all corporate areas. For the Executiveand Supervisory Boards, corporate governance represents responsible and transparentcorporate management and controlling throughout the group. Their joint goal is asustained increase in corporate value. Our internal guidelines are likewise geared tothese rules and principles. gildemeister has been following the recommendations of theGerman Corporate Governance Codex for years and complied with all the recommendationswith one exception until the latest version of the code came into force on 26 May 2010.The following declaration of conformity was submitted by the Executive Board and theSupervisory Board in December 2010 and – just like the previous years’ declarations ofconformity – is accessible at our website www.gildemeister.com.business reportCorporate Situation1. Since the last declaration of conformity of December 2009, gildemeister Aktiengesellschafthas complied with the recommendations of the “Government Commissionof the German Corporate Governance Code” in the version of the code of 18 June2009, published in the electronic federal gazette on 5 August 2009, until the versionof the code of 26 May 2010 entered into force, with the following exception:_ A member of the Supervisory Board holds an executive position with a significantcompetitor of the company. The Supervisory Board member, who took up hisappointment in November 2009, is the president of a foreign producer of machinesfor metal cutting. The special expertise of this Supervisory Board member is of greatbenefit to the company and, more especially, to the work of the Supervisory Board._ Appropriate measures are taken by the company to avoid any conflict of interests.2. The recommendations of the “Government Commission of the German CorporateGovernance Code” in the version of the code of 26 May 2010 have been compliedwith by gildemeister Aktiengesellschaft since its publication in the electronicfederal gazette on 2 July 2010 and will be complied with in the future, however withthe following exception:_ A member of the Supervisory Board holds an executive position with a significantcompetitor of the company. The Supervisory Board member, who took up his appointmentin November 2009, is the president of a foreign producer of machines for metalcutting. The special expertise of this Supervisory Board member is of great benefitto the company and more especially to the work of the Supervisory Board._ Appropriate measures are taken by the company to avoid any conflict of interests.”