Annual Report 2005

28
Corporate Governance Code
With the introduction of the Corporate Governance Code on 26 February 2002, the rules for
corporate management and supervision applicable in Germany became transparent for national
and international investors. One aim was to guarantee co-operative interaction between
the Supervisory Board and the Executive Board of Directors, open corporate communication
and solid balance sheet policies as minimum requirements.
For these reasons, Neschen AG follows the recommendations of the government commission
on the German Corporate Governance Code as last revised on 2 June 2005, making only the
following exceptions:
• The Annual General Meeting will not be published using modern communications media
owing to high expenditure (Code sub-paragraph 2.3.4.).
• D & O insurance without retention has been concluded for the members of the Board of
Managers and the Supervisory Board (Code sub-paragraph 3.8.).
• The total remuneration for the Executive Board of Directors for 2005 has been disclosed.
We cannot envisage any advantages for our shareholders in an individualised presentation
of the figures (Code sub-paragraph 4.2.4.).
• In view of the size of the Supervisory Board, the formation of committees was dispensed
with (Code sub-paragraph 5.3.).
• The total remuneration for the Supervisory Board for 2005 has been disclosed. The
variable share was omitted as no dividend was distributed. There is no stock option
program for the members of the Supervisory Board. We cannot envisage any advantages
for our shareholders in an individualised presentation of the figures
(Code sub-paragraph 5.4.7.).
• The periods of 90 and 45 days recommended for publishing the consolidated financial
statements and the interim reports respectively will not be observed on account of the
required consolidation of the Group data (Code sub-paragraph 7.1.2.).
In accordance with the declaration of conformity, the following information is given regarding
holdings which are subject to disclosure:
The Supervisory Board member Rolf W. Zinn holds 46.0% of the shares issued together with
his wife. Until 22.10.2005, the Supervisory Board member Dr. Henning Sulitze was the managing
director of Vermögensverwaltung Erben Dr. Karl Goldschmidt GmbH, Essen, holding
29.9% of the shares issued. As of 31.12.2005, the chairman of the Supervisory Board Dr.
Hans-Günter Scholz does not hold any shares in NESCHEN AG. On 31.12.2005, the members
of the Executive Board of Directors hold less than 1% of the shares issued by the company.
The following additional information has been disclosed voluntarily:
• The Executive Board of Directors and the Supervisory Board have not received any loans
from the company.
• There are no retirement pension commitments to the Executive Board of Directors or the
Supervisory Board.