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Corporate Governance Report at SYZYGY AG
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"Corporate Governance" describes a set of internationally recognized standards and regulations for the responsible and transparent governance of listed companies. In Germany, these standards have been laid down in the German Corporate Governance Code (GCGC), which was adopted in 2002 and has been subject to various amendments ever since then. The code presents recommendations ("shall") as well as suggestions ("should", "can"). Companies may deviate from the recommendations, but have to disclose the exceptions in a yearly declaration of conformity pursuant to §161 of the German Stock Corporation Act (AktG).
In 2009, transparency law was extended. With coming into force of the German Accounting Law Modernization Act ("BilMog"), §289a was added to the German Commercial Code (HGB). As of this, the declaration of compliance has to be part of a more elaborate corporate governance statement.
In detail, this statement encompasses:
1. the declaration of conformity with the German Corporate Governance Code in accordance to §161 AktG
2. relevant information on employed corporate governance practices beyond legal requirements
3. a description of the working methods of the Management and Supervisory Board as well as information on the composition and working methods of their committees.
Already in the past, SYZYGY AG publicly avowed its willingness to abide by nationally and internationally recognized standards of fair and responsible corporate governance. In its first declaration in 2002, SYZYGY AG officially recognized the principles, as they are stipulated in the German Corporate Governance Code (GCGC).
SYZYGY AG complies with the current version of the Code as amended on May 26, 2010 with exceptions as stated in the Declaration of Compliance 2011.
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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 that the recommendations of the German Corporate Governance Code (GCGC) as amended on May 26, 2010 have been and are met with the following exceptions:
(1) Filling of managerial positions in consideration of diversity and, in particular, in appropriate consideration of women (section 4.1.5):
In accordance with the general equality principle, the management of SYZYGY AG fill managerial positions not on the basis of gender but with respect to qualifications.
(2) Appointment of Management Board Members in consideration of diversity and, in particular, in appropriate consideration of women (section 5.1.2):
In accordance with the general equality principle, the Supervisory Board of SYZYGY AG appoint Management Board members not on the basis of gender but with respect to qualifications.
(3) Formation of committees of Supervisory Board Members (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) Specification of concrete objectives regarding the composition of the Supervisory Board (section 5.4.1):
The new section 5.4.1 asks the Supervisory Board to specify concrete objectives regarding its composition. The last elections to the Supervisory Board were conducted in May 2009 before section 5.4.1 came into effect. Therefore, an according statement does not yet exist. The Supervisory Board Members of SYZYGY AG are designated experts of the IT- and media industry, though. In the run-up of the next elections to the Supervisory Board, SYZYGY AG will specify concrete objectives for the composition of the Board.
(5) Compensation of Supervisory Board Members (section 5.4.6):
By mutual agreement, all Supervisory Board Members receive the same compensation as their amount of work is comparable.
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| | | | | | | | | | | | | Declaration of Compliance | | 02.11.2011 | | 260 KB
| | | | | | | | | | | | | | | Remuneration Report | | 02.11.2011 | | 619 KB
| | | | | | | | | | | | | | | German Corporate Governance Code | | 26.05.2010 | | 88 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 Chief Technology Officer and 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 a personal excess figure at statutory level.
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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 2011 Annual Report that will be published on March 30, 2012.
Bad Homburg v. d. H., November 2, 2011
The Management and Supervisory Board
SYZYGY AG
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