The good prospects are based on the all-embracing ... - ALNO AG

declaration pursuant to section 161 of the stock
Companies act (aktG) by the Board of Management
and supervisory Board of alNo aG concerning
the recommendations of the German Corporate
Governance Code:
Board of Management and Supervisory Board of ALNO AG
decl<strong>are</strong> that since the last declaration of compliance on 7
October 2010, the company has been, and is, in compliance
with the recommendations of the German Corporate
Governance Code (DCGK) in the version dated 26 May 2010
(published on 2 July 2010) with the following exceptions:
• <strong>The</strong> German Corporate Governance Code recommends
D&O insurance with deductible for members of the Supervi-
sory Board. ALNO AG continues to believe that a deductible
is 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 Supervisory
Board of ALNO AG therefore does not include a deductible.
• Section 4.2.5 of the Code recommends disclosure of
the total remuneration received by every member of the
Board of Management in a remuneration report explaining
the system of remuneration within the framework of the
report on Corporate Governance. ALNO AG has prep<strong>are</strong>d
a remuneration report. This report is published in the Notes
to the Annual Report, as these details constitute mandatory
information which must be disclosed in the Notes in accordance
with Section 314 (1) No. 6 of the German Commercial
Code (HGB). <strong>The</strong> remuneration report therefore does not
form part of the report on corporate governance. However,
the report on corporate governance contains a reference to
the remuneration report in the Notes to the annual financial
statements.
• Section 5.3.3 of the Code requires the establishment of a
nomination committee by the Supervisory Board to propose
suitable candidates whom the Supervisory Board can then
recommend for election by the Annual General Meeting. <strong>The</strong>
company's Supervisory Board has not set up such a committee,
as experience to date has not made it appear necessary
for the purpose of nominating suitable candidates.
• In the version dated 26 May 2010, Section 5.4.1 (2) and
(3) of the Code introduces recommendations according to
which the Supervisory Board is required to define specific
objectives with regard to its membership which, with due
regard for the company's specific situation, take account of
its international activities, potential conflicts of interest, an
age limit to be defined for the members of the Supervisory
Board and diversity. In particular, these specific objectives
should provide for a reasonable number of women. <strong>The</strong>se
sinGLE-Entity and GRoup manaGEmEnt REpoRt | othER disCLosuREs
objectives should be taken into account in the Supervisory
Board's nominations to the relevant election committees.
Establishment of the objectives and their implementation <strong>are</strong>
to be published in the report on corporate governance. <strong>The</strong>
Supervisory Board of ALNO AG has already issued a specific
target 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 of
the other specific objectives mentioned in Section 5.4.1 (2)
of the Code might, with due regard for the specific situation
of ALNO AG, be of relevance for the Supervisory Board's
membership. When this internal analysis is complete, the
Supervisory Board will, if necessary, draw up further specific
objectives as regards its membership, in particular with
regard to a suitable number of women members. This constitutes
a temporary deviation from the recommendation in
Section 5.4.1 (2) of the Code. In view of the ongoing internal
discussion over whether and which specific objectives <strong>are</strong> to
be defined in addition to the age limit which is still continuing
at the time of issuing this declaration of compliance, further
objectives cannot be taken into account at present in nominations
for election. Corresponding notification in the report
on corporate governance is likewise not possible at present.
This consequently also constitutes a temporary deviation
from the recommendation in Section 5.4.1 (3) of the Code.
• <strong>The</strong> members of the Supervisory Board do not receive any
profit-oriented remuneration (Section 5.4.6 (2) of the Code,
first sentence). ALNO AG does not see any need to change
this at present in view of the Supervisory Board's controlling
and monitoring function. <strong>The</strong> remuneration paid by ALNO
AG to the members of the Supervisory Board for their personal
services is published in the Notes to the Annual Report
and is therefore not included in the report on corporate governance
(Section 5.4.6 (3) of the Code, second sentence).
• <strong>The</strong> consolidated financial statements <strong>are</strong> not yet published
within 90 days of the end of the financial year and the interim
report is not yet published within 45 days of the end of the
reporting period (Section 7.1.2 of the Code, third sentence).
It is planned to bring both the consolidated financial state-
ments and the interim report more into line with the required
deadlines.
Pfullendorf, 30 September 2011
Max Müller Henning Giesecke
For the
Board of Management
For the
Supervisory Board
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