  |
|
|
Declaration of Compliance with the German Corporate Governance Code Pursuant to § 161 of the Corporation Act
INVESTOR RELATIONS | Corporate Governance
The Management and Supervisory Boards of ADLER Real Estate Aktiengesellschaft declare the following pursuant to §161 of the Corporation Act:
ADLER Real Estate AG has complied with the Recommendations of the Governmental Commission on the German Corporate Governance Code as amended on June 6, 2008 with the exceptions mentioned in the compliance declaration of January 16, 2009.
ADLER Real Estate AG will follow the Recommendations of the Governmental Commission
on the German Corporate Governance Code as amended on June 18, 2009 with the
following exceptions:
- At variance with Section 3.8(2) of the Code, no deductible has been stipulated
with respect to the D&O insurance agreement concluded for the Supervisory Board.
The Supervisory and Management Boards are of the opinion that concluding a
deductible agreement would not improve incentive and performance at ADLER Real
Estate AG.
- At variance with Section 4.2.1 of the Code, the Management Board of ADLER
Real Estate AG, which consists of two persons, does not have a chairperson
or spokes-person. The members of the Management Board were allocated to individual
divisions by the Supervisory Board. The corporate strategy of ADLER Real Estate
AG is developed in close consultation with the two Management Board members.
The Management Board members are not separated geographically but are present
at the same location in Hamburg. Rules of procedure exist to regulate cooperation
within the Management Board.
- At variance with Section 4.2.2(1) of the Code, the Supervisory Board in its
entirety handles management board contracts and defines the total remuneration
of individual management board members, as well as adopting and regularly reviewing
the management board compensation system.
- At variance with Section 4.2.3(2) of the Code, the total remuneration of
the Management Board contains only monetary fixed components and stock options.
The Supervisory Board chairperson does not disclose the main features of the
remuneration system to the shareholders in general meeting.
- At variance with Sections 4.2.4 and 4.2.5 of the Code, the Company does not
disclose total remuneration by individual pursuant to a shareholder resolution
of April 21, 2006.
- At variance with Section 4.3.1 of the Code, the Management Board members are not subject contractually to any comprehensive prohibition on competition.
- At variance with Section 5.2 of the Code, the Supervisory Board chairperson
is not simultaneously the chairperson of the committees, because no committees
have currently been formed. Management Board agreements are dealt with at the
meetings of the Supervisory Board. The Supervisory Board currently consists
of the minimum number of three members prescribed by the Corporation Act. This
number of Supervisory Board members makes it unnecessary to form committees,
as committees would not increase collaboration efficiency.
- At variance with Section 5.3 of the Code, the Supervisory Board has currently not formed any committees (Section 5.3.1). No audit committee has been set up (Section 5.3.2). The duties of the audit committee are carried out by all the members of the Supervisory Board. In this regard as well, we would like to refer to Section 5.2 and state that the number of Supervisory Board members is not suited to form an audit or other committees.
- At variance with Section 5.3.3 of the Code, the Supervisory Board has not
formed a nomination committee. The entire Supervisory Board decides nominates
suitable candidates for the consideration of the shareholders in General Meeting.
- At variance with Section 5.4.2 of the Code, Supervisory Board members may
also carry out board functions or advisory duties for other major competitors
of the Company. The Management and Supervisory Boards are of the opinion that
the experience gained from such activities can be used profitably for ADLER
Real Estate Aktiengesellschaft.
- At variance with Section 5.4.3 of the Code, the Company does not notify the
shareholders of nominations for the position of Supervisory Board chairperson.
The Supervisory Board elects its chairperson "from its midst" pursuant to the
provisions of law.
- At variance with Section 5.4.6(3) of the Code, the remuneration of Supervisory
Board members is not disclosed, broken down by individual and component, in
the Corporate Governance Report. The remuneration of Supervisory Board members
is evident from the Articles of Association.
- At variance with 6.6(2) and 7.1.3 of the Code, the statements are not made in the Corporate Governance Report but elsewhere in the Annual Report.
- At variance with Section 7.1.2 of the Code, consolidated financial statements
are made available to the public in accordance with the disclosure requirements
stipulated by law. ADLER Real Estate AG currently does not see any improvement
in capital market transparency when business figures are published faster
than required by law.
ADLER Real Estate Aktiengesellschaft
Hamburg, January 4, 2010
The Management Board  The Supervisory Board
|
|
|
|
|
|
| | | |
| NEWS |
share price
0,552 € (09.09.2010)
...................................................................
27/04/2010
ADLER Real Estate AG:
Announcement according to articles 37v,
37w, 37x ff WpHG
26/03/2010
ADLER Real Estate AG well positioned for 2010
01/12/2009
ADLER Real Estate AG Sells Property in Saarbrücken
13/11/2009
ADLER Real Estate AG: Extraordinary Expenses Continue to Weigh Down Earnings
13/11/2009
Interim announcement of the group within the 2nd half-year
28/08/2009
Strategic reorientation
14/08/2009
ADLER Real Estate AG expects to break even
15/05/2009
ADLER Real Estate AG Reports Slight Growth in Sales
|
|
|
