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Declaration on corporate governance in accordance with Article 289a, HGB (German Commercial Code)
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Pursuant to Art. 161 of the German Stock Corporation Act (AktG), the Management and Supervisory Board of Syzygy AG hereby declare:
The recommendations of the German Corporate Governance Code (GCGC) (published by the Federal Ministry of detailing the recommendations of the government commission "German Corporate Governance Code" as amended on June 18, 2009) have been and are met with the following exceptions:
(1) Deductible in D&O policy for the Management Board according to section 3.8:
The existing D&O policy stipulates lower deductibles. With effect from January 1, 2010, the D&O policy was adjusted for both the Management as well as the Supervisory Board Members in order to meet the regulations of section 3.8.
(2) Total compensation of Management Board Members according to section 4.2.3:
In 2009, the variable elements of the compensation were based on a one-year-assessment. With effect from April 1, 2010, the Supervisory Board adjusted the variable elements, which will then be based on a multi-year assessment.
(3) Formation of committees of Supervisory Board Members according to the sections 5.3.1, 5.3.2 and 5.3.3:
As the Supervisory Board consists of three members only, no committees were and will be set up.
(4) Compensation of Supervisory Board Members according to section 5.4.6:
By mutual agreement, all Supervisory Board Members receive the same compensation as their amount of work is comparable.
The remuneration report for the year 2009 is a material part of the corporate governance report. It will be updated in the first quarter of 2010.
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| | | | | | | | | | | | | Declaration of Compliance | | 10.12.2009 | | 73 KB
| | | | | | | | | | | | | | | Remuneration Report | | 10.12.2009 | | 129 KB
| | | | | | | | | | | | | | | German Corporate Governance Code | | 18.06.2009 | | 82 KB
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Syzygy AG observes statutory requirements and the provisions of its Articles of Association and complies with the German Corporate Governance Code in accordance with Article 161 of the AktG (German Public Companies Act), with the exceptions stated in the corresponding declaration.
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As required by law, Syzygy AG operates a dual management system in which the Management Board manages the Group while the Supervisory Board performs a monitoring function. Both boards are strictly separate, both in terms of the persons appointed to them and their competencies.
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The Management Board of Syzygy AG consists of a Chairman, a Technology Director and (since January 1, 2010) a Chief Operating Officer. Since the Management Board has only three members, no committees have been formed.
The Management Board conducts the business of the Company in accordance with the law, the Articles of Association and its Rules of Procedure. It defines long-term objectives for the good of the Company and its sustained growth, both for the Group and its subsidiaries, and develops strategies on that basis. In doing so, it works closely with the Company's Supervisory Board in the context of a trusting relationship.
Each member of the Management Board is responsible for specific business areas, for which he takes personal responsibility within the framework of Management Board resolutions. When performing their duties the members cooperate and inform each other of important measures and activities in their respective area of responsibility. Responsibility for overall management is borne collectively by all Management Board members.
Measures and activities in a business area that are of exceptional importance for the Company, or which involve exceptional economic risk, require the prior consent of the Management Board.
Management Board meetings may be convened by any member of the Management Board. They are held at regular intervals and additionally as required. The Management Board adopts resolutions by simple majority, unless unanimity is required by law. Transactions that may only be conducted with the consent of the Supervisory Board are laid down in the Rules of Procedure. Management Board resolutions are documented and archived.
The Chairman of the Management Board acts as spokesperson. He coordinates the individual business areas and represents the Company externally.
Syzygy AG has taken out D&O insurance for all members of the Management Board and Supervisory Board. In accordance with the current Corporate Governance Code in force from the 2010 calendar year onwards, this provides for an excess of 10 per cent of the loss up to but not exceeding one-and-a-half times fixed annual remuneration.
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The Supervisory Board of Syzygy AG has three members. In line with statutory requirements, one of these members is a financial expert with extensive knowledge of accounting and internal control procedures.
When performing its duties, the Supervisory Board works together with the other boards of the Company for the good of the enterprise. It monitors and advises on the Management Board's actions in terms of legality, regularity, appropriateness and commercial viability.
The Management Board reports to the Supervisory Board regularly in writing or verbally, providing up-to-date, comprehensive information about recent developments as well as the economic and financial situation of the Group and its subsidiaries. The Supervisory Board is directly involved in all important decisions affecting the Syzygy Group.
Supervisory Board meetings are held regularly once a quarter and additionally as required. Meetings are convened in writing by the Chairman with fourteen days' notice. A written agenda is distributed to the members of the Supervisory Board before each meeting. Resolutions require a majority of the votes cast or are adopted unanimously, as the case may be.
The company's performance is discussed at every meeting of the Supervisory Board. The Supervisory Board also requests additional information from the Management Board. In particular, the Supervisory Board studies the quarterly reports on a regular basis and approves them following discussion with the Management Board.
The Supervisory Board Chairman coordinates the work of the Board and chairs the meetings. Each year he outlines the work of the Supervisory Board in his report to the shareholders and Annual General Meeting.
More detailed information on the work of the Supervisory Board can be found in the Report of the Supervisory Board in Syzygy AG's 2009 Annual Report.
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