ANNUAL REPORT 2010/11 - Schumag AG

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10 Report of Corporate GovernanceNo emoluments were paid in the past fiscal year tomembers of the Supervisory Board for personallyrendered services.TransparencyInformation to the shareholders of Schumag AGand to the public is not only provided in the formof the statutory publications and via the legallyrequired communication channels. We use inparticular the homepage of the company(www.schumag.de) where a wide range ofinformation about Schumag AG is published.On this site all ad-hoc messages and the publicationsof notices about voting right shares receivedby us as well as reportable securities transactions,the respective financial reports of the company aswell as a finance calendar with all essential datesare also available under "Investor Relations". Theannual document according to § 10 of the GermanSecurities Prospectus Act which provides an overviewof the essential publications of the companyin the preceding twelve months is also available onthis site.The Annual Report 2010/11 is also available inEnglish on our homepage.Risk Management, Accounting, AuditingAt Schumag AG a risk management system for theearly detection of essential risks is in place. It isdescribed in more detail in the Group ManagementReport.For fiscal year 2010/11 the Supervisory Boardsinstructed the auditors BDO AG Wirtschaftsprüfungsgesellschaft,Düsseldorf who had been chosen bythe general meeting. The Supervisory Board hadconvinced itself beforehand of the independenceof the auditors.Aachen, April 2013Schumag AktiengesellschaftFor the Supervisory BoardRalf Marbaise(Chairman)The Board of Executive DirectorsDr. Johannes OhlingerIn fiscal year 2010/11 the accounting for theSchumag companies included in the consolidatedfinancial statements was for the sixth time effectedaccording to the International Financial ReportingStandards (IFRS). The annual financial statementsof Schumag AG for fiscal year 2010/11 wereprepared and continue to be prepared accordingto the provisions of the German Commercial Code(HGB) in the version of the German AccountingLaw Modernization Act (BilMoG) which enteredinto force on May 29, 2009.
SCHUMAG AG 11DECLARATION OF COMPLIANCEWITH THE GERMANCORPORATE GOVERNANCE CODEThe Board of Executive Directors and the SupervisoryBoard of a German joint-stock company whichis listed on the stock exchange are requiredaccording to § 161 of the Stock Corporation Act todeclare once a year whether or not the companyhas complied and continues to comply with theGerman Corporate Governance Code or whichrecommendations of the Code were or are notfollowed and why not.We declare according to § 161 of the German StockCorporation Act that since the last Declaration ofCompliance of March 2013 Schumag Aktiengesellschafthas largely complied with the recommendationsof the German Corporate Governance Code("Code") in the version of May 15, 2012 and that itwill continue to do so with the following exceptions.According to item 2.3.3 of the Code the companyshall facilitate the personal exercising of shareholders'voting rights and shall support the shareholdersin particular with postal voting. This is notpracticed at Schumag because the articles of associationdo not provide for this voting procedure.According to item 3.8 (2) of the Code a deductibleof at least 10 % of the damage up to at least 1 1/2times the amount of the fixed annual remunerationof the board member should be agreed whentaking out a D&O liability insurance for the Boardof Executive Directors. According to item 3.8 (3) acorresponding deductible should be agreed in aD&O liability insurance for the Supervisory Board.A deductible for the Supervisory Board, as it isusual practice with the majority of German companies,has so far not been agreed at Schumag andwill not be agreed in future because the companyholds the view that the agreement of such adeductible would have no behaviour-controllingeffect on the members of the Supervisory Boardnor would it be suitable for motivation purposes.
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ANNUAL REPORT 2010/11 - Schumag AG

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