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Declaration Pursuant to Section
289a of the Commercial Code
INVESTOR RELATIONS | Corporate Governance
1. Declaration Pursuant to § 161 of the Corporations
Act
Pursuant to the statutory provisions of § 161 of the German Stock
Companies Act and with due regard for the Corporate Governance Code,
as amended on 18 June 2009, the Management and Supervisory Boards issued
their annual Declaration of Compliance on 4 January 2010.
Earlier Declarations of Compliance are available in the archive.
2. Relevant Statements about Corporate Governance
In our corporate governance, we comply strictly with statutory requirements,
the Articles of Association of ADLER Real Estate AG and the provisions
of the German Corporate Governance Code (GCCC), with which we are in
compliance, with the exceptions noted in our Declaration of Compliance
of 4 January 2010. The company also provides a Corporate Governance
Report in its 2009 Annual Report.
Protecting shareholder interests and creating long-term value, as
well as openness and transparency in corporate communications and a
management system based on the aforementioned parameters, are self-evident
guidelines of our corporate governance. Observing a strict separation
of personnel (a "dual management system"), the Management
and Supervisory Boards work closely together in the best interests
of the company.
3. Mode of Operation of the Management and Supervisory Boards
and the Composition and Mode of Operation of their Committees
The two-member Management Board manages the company in joint responsibility
in accordance with statutory provisions and in accordance with the
company's Articles of Association, the Management Board Rules of Procedure
issued by the Supervisory Board, the Management Board Agreements, the
Schedule of Responsibilities and Management Board resolutions. The
Rules of Procedure regulate e.g. the adoption of resolutions by the
Management Board and reporting to the Supervisory Board and define
which measures and transactions by the company require the Supervisory
Board's approval.
Resolutions are adopted during Management Board meetings or in a written
procedure. Management Board meetings were routinely held during the
reporting period, in accordance with the Articles of Association. In
addition, the Management Board is constantly exchanging views with
respect to management questions. Notwithstanding the responsibility
of each Management Board member for the proper management of his or
her own segment, each Management Board member is responsible for the
entirety of the company's affairs. Since the Management Board consists
of just two members, the appointment of a Management Board Chairman
is not necessary.
The Supervisory Board, consisting of the Supervisory Board Chairman,
Deputy Chairman and another member, operates in accordance with statutory
rules, the Articles of Association and its Rules of Procedure. It appoints,
advises and supervises the Management Board and, pursuant to its Rules
of Procedure and the Management Board's Rules of Procedure, must be
directly involved in decisions of fundamental importance to the company.
It must identify certain types of transactions for which the Management
Board requires the approval of the Supervisory Board. The Supervisory
Board Chairman maintains regular contact with the Management Board
and consults with the Management Board with respect to the company's
strategy, operational results and risk management. In addition, the
Supervisory Board is kept informed of the course of business in routine
meetings, as well as private discussions. It adopts resolutions in
the course of Supervisory Board meetings or in writing using the circular
procedure.
The Management Board reports to the Supervisory Board in joint Supervisory
Board meetings based on written Management Board reports. Deliberations
at Supervisory Board meetings focus on the course of business, the
company's position and earnings, operational planning and other fundamental
management questions. Four meetings were held in the reporting period,
and all Supervisory Board members took part in each meeting. The Supervisory
Board is also kept routinely informed by the Management Board of the
course of business, the position and earnings of the company, operational
planning and other fundamental planning questions by means of written
quarterly reports.
Supervisory Board members are not bound by orders and instructions.
Moreover, each Supervisory Board member meets the requirements of § 100
(5) of the Corporations Act and is an independent member of the Supervisory
Board with expertise in the fields of accounting or auditing.
Pursuant to its Rules of Procedure, the Supervisory Board is authorized
to form committees. However, in view of the fact that the Supervisory
Board consists of three members in accordance with the Articles of
Association, no committees have been formed. In the course of their
activities, all members of the Supervisory Board are routinely engaged
with the totality of the Board's functions: all matters referred to
the Supervisory Board are discussed and decided by the Supervisory
Board as a whole.
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| NEWS |
share price
0,609 € (03.09.2010)
...................................................................
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
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