Für den Inhalt dieser Seite ist eine neuere Version von Adobe Flash Player erforderlich.

Adobe Flash Player herunterladen

Declaration of Compliance

Declaration of compliance with the German Corporate Governance Code in accordance with Section 161 of the German Stock Corporation Act (AktG)

The German Corporate Governance Code contains recommendations and proposals for managing and monitoring German listed companies in relation to shareholders and the Annual General Meeting (AGM), the Executive Board and the Supervisory Board, transparency, accounting and auditing. The German Stock Corporation Act requires the Executive Board and the Supervisory Board of listed companies to declare each year which recommendations of the German Corporate Governance Code have not been followed or are not being followed, and why this is the case.

The Executive Board and the Supervisory Board identify with the duty as outlined in the German Corporate Governance Code to uphold the principles of a social market economy and maintain the substance of the company as a going concern and its ability to generate value in a sustainable fashion (company interest) and to further promote responsible and transparent management and governance of the company.

In accordance with Section 161 AktG, the Executive Board and the Supervisory Board of Wacker Neuson SE declare that the company complied with and continues to comply with the recommendations issued by the German Corporate Governance Code Commission published by the German Federal Ministry of Justice (BMJ) in the official section of the electronic Federal Gazette as amended on May 26, 2010, with the exceptions listed and explained in more detail below:

  • 1. Section 3.8, para. 2: The company’s directors’ and officers’ (D&O) liability insurance policy for its Supervisory Board has been concluded without a deductible. The company is of the opinion that a deductible would not improve the sense of motivation and responsibility with which the Supervisory Board members perform their duties. D&O insurance safeguards the company against substantial internal risks and – only as a secondary function – protects the assets of members of its executive bodies. Hence it is the company’s intention to refrain from introducing a deductible on Supervisory Board members until further notice.
     
  • 2. Section 4.2.3, para. 6: The AGM is not informed separately about the main terms of and changes to the remuneration system for Executive Board members as this information is already disclosed in the Group Management Report, which is available to all shareholders.
     
  • 3. Section 4.2.4, 4.2.5, 5.4.6, para. 3 and 7.1.3: The AGM decided not to publish the income of each individual Executive Board member in the Notes to the Annual and Consolidated Financial Statements. In line with this, the corporate governance report does not include an individualized remuneration report. Nor does it contain specific information about share-based incentive systems for the Executive Board (which the company does not have in any case).
     
    Similarly, the income of individual Supervisory Board members shall not be published. Remuneration is clearly regulated in the company’s Articles of Incorporation. The Executive Board and Supervisory Board are of the view that these Articles coupled with other mandatory legal disclosures provide investors and the public with sufficient information in this area.
     
  • 4. Section 5.3.3: The Supervisory Board has not formed a nomination committee. The size of the Supervisory Board (four shareholder representatives) does not warrant a dedicated committee for proposing Supervisory Board candidates.
     
  • 5. Section 5.4.1, para. 2: The rules of procedure of the Supervisory Board stipulate that members of the Supervisory Board should not generally be older than 75. To ensure the greatest possible transparency in advance, the company draws attention to the fact that one of the Supervisory Board members, who is a shareholder representative, will turn 75 during his term of office.
     
  • 6. Section 5.4.3., sent. 3: So that the Supervisory Board can continue to vote impartially for its chairperson, the proposed candidates will not be announced in advance.
     
  • 7. Section 5.4.4: Should the AGM elect a (previous) member of the Executive Board to the Supervisory Board, taking the regulations of the German Stock Corporation Act into consideration, the Supervisory Board intends to comply with the recommendation that this new member should not chair the Supervisory Board.
     
  • 8. Section 6.6: Share ownership by individual members of the executive bodies exceeding one percent of shares issued by the company has not been and will not be stated in the corporate governance report. The Executive Board is of the view that protecting personal and family privacy takes priority here.
     

Munich, February 15, 2012

Wacker Neuson SE
Executive and Supervisory Boards

This declaration of compliance will be revised annually.  Wacker Construction Equipment AG will make outdated declarations available on its website for a period of at least five years.

Declaration of compliance 2012 - PDF 28 KB
Declaration of compliance 2011 - PDF 30 KB
Declaration of compliance 2010 - PDF 48 KB
Declaration of compliance 2009 - PDF 52 KB
Declaration of compliance 2008 - PDF 337 KB
Declaration of compliance 2007 - PDF 337 KB