ANNUAL REPORT 2010/11 - Schumag AG

8 Report of Corporate GovernanceREPORT OFCORPORATE GOVERNANCECorporate Governance at SchumagThe Board of Executive Directors and the SupervisoryBoard of Schumag declare their support forgood Corporate Governance inside and outside theGroup. The general legal conditions of CorporateGovernance are laid down in the German stockcorporation law. In addition to this, the firstGerman Corporate Governance Code formulatedby a government commission in February 2002has been amended by standard principles for allGerman companies quoted on the stock exchange.The German Corporate Governance Code is revisedby the government commission at regular intervalsand also adjusted to international developments.The joint Declaration of Compliance publishedaccording to § 161 of the German Stock CorporationAct once again documents that we comply withthe recommendations of the updated GermanCorporate Governance Code (in the version ofMay 15, 2012) with just a few exceptions. Wheredeviations have occurred, reasons and/or explanationsare provided for these. The last Declaration ofCompliance of April 2013 is provided as anannex to this report. The declaration is publishedon the homepage of the company in the sectionof Investor Relations/Corporate Governance where,in accordance with item 3.10 of the Code, the outof-dateDeclarations of Compliance of the last fiveyears are also available.General MeetingAfter an invitation had been sent in due form andwithin the specified time the general meeting forfiscal year 2009/10 took place at our offices inAachen on December 21, 2011.In accordance with the German CorporateGovernance Code the reports and documentsrequired by law were not only displayed forinspection and sent to the shareholders at theirrequest but were also published on the homepageof Schumag AG along with the agenda.The resolutions on the items of the agenda ofthe general meeting and/or the respective votingresults were published on our homepage withinseven days of the meeting according to § 130 (6)of the German Stock Corporation Act.Based on the resolution passed at the generalmeeting on March 9, 2006 the individualised totalemoluments of the individual members of theBoard of Executive Directors were again not disclosedfor fiscal year 2009/10 (so-called opting out).The total emoluments of the Board of ExecutiveDirectors are shown below.Management and Control StructureAccording to the German Stock Corporation ActSchumag AG has a dual management and controlstructure with the organs of a Board of ExecutiveDirectors and a Supervisory Board.In fiscal year 2010/11 the Board of ExecutiveDirectors consisted of the members indicatedbelow who jointly managed the company in compliancewith the articles of association. With regardto the medium-sized structure of Schumag – inparticular after the sale of the mechanical engineeringdivision and the personnel adjustment in precisionengineering – the Board of Executive Directorsconsisted of only one person in fiscal year 2010/11.The Supervisory Board supervises the managementof the Board of Executive Directors. It consists ofsix members. According to the One-Third ParticipationAct two thirds of the members are shareholdersand one third are employees. The election of theshareholders represented in the Supervisory Boardtakes place at the general meeting. This election alsotook place at the general meeting on December 21,2011. By a resolution of the general meeting thefollowing persons were elected as representativesof the shareholders (in alphabetic order):Mr. Ekkehard Brzoska, Mr. Frank Jokisch, Mr. GeorgKierdorf as well as Dr. Johannes Ohlinger. At thesubsequent meeting of the Supervisory Board onJanuary 3, 2012 Dr. Ohlinger was elected aschairman of the Supervisory Board and Mr. RalfMarbaise as his deputy. The representatives of theemployees are elected according to the provisionsof the One-Third Participation ActThe cooperation of these organs is ruled by thearticles of the company decided by the generalmeeting, the rules of internal procedure of theSupervisory Board and of the Board of ExecutiveDirectors and by the decisions of these organs