Conergy aims to engage in open and transparent corporate communications in order to strengthen shareholders' trust in the company. The goals of the German Corporate Governance Code require, in particular, responsible collaboration of the Management Board and the Supervisory Board. The principles enshrined in the Code enhance the trust placed in us by both national and international investors, our business partners, the general public - and, last but not least, our employees.
For Conergy, good corporate governance did not just start with the publication of the Code in 2002. Sustained success, creation of value, and growth are contingent on responsible and good management. The fact that Conergy went public thus did not require any substantial changes within the company. Corporate governance as a whole is part of the company's in-house legal department and the Compliance Officer has been appointed from within that department. This department also maintains insider lists in which all relevant persons are included.
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The Management Board and the Supervisory Board of Conergy AG resolve to publish the following statement on Corporate Governance
Corporate Governance
Section 161 German Stock Corporation Act requires the Management Board and the Supervisory Board of a listed company to declare once a year whether they did and will comply with the recommendations of the German Corporate Governance Code and which recommendations they did not or will not follow. Deviations from the recommendations are to be justified.
Both the Supervisory Board and the Management Board of Conergy AG are committed to corporate governance practices that are aimed at creating value in a responsible, transparent and sustainable manner.
Declaration of the Management Board and the Supervisory Board of Conergy AG regarding the recommendations of the Government Commission German Corporate Governance Code pursuant to Section 161 German Stock Corporation Act:
In the business year 2009 Conergy AG was and is in accordance with all recommendations of the Government Commission German Corporate Governance Code in its respective effective version of 6th June 2008 and 18th June 2009 respectively with the following exceptions:
With regard to the Code recommendation in 2009 there was deviance from figure 7.1.2 sentence 3, 1. case of the German Corporate Governance Code in its version of 6th June 2008. It was not possible to give public access to the 2008 annual consolidated financial statements of Conergy AG within the there mentioned 90 day time-limit – the publication took place in April 2009. The reason for the delay was that at the time of the originally planned publication of the annual consolidated financial statements at the end of March, the company was still in ongoing negotiations with an important supplier. The outcome of these negotiations had to be considered in the annual financial statement.
To view the update version of the Declaration of Compliance pursuant to Section 161 Stock Corporation Act click here.
Previous Declerations of Compliance
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As a joint stock company domiciled in Germany, Conergy is subject to German law, in particular, German securities law, as well as the company's Articles of Incorporation. As a German joint stock company, Conergy is also required to maintain the dual management and control structure embodied in the Management Board and the Supervisory Board.
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The Management Board is responsible for running the company and managing its business. It is bound by laws, the provisions of the company's Articles of Association, the rules of internal procedure applicable to the Management Board and the Supervisory Board, as well as the resolutions of the General Shareholders' Meeting. The Management Board shall act in the company's interests and with the aim of boosting its enterprise value. The Supervisory Board appoints and recalls the members of the Management Board; it may appoint a chairman of the Management Board. The Supervisory Board also promulgates and amends the rules of internal procedure governing the Management Board.
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Under the Articles of Association, the Supervisory Board has had six members since February 2005. The members' terms of office run until the conclusion of the General Shareholders' Meeting charged with approving the actions of the Supervisory Board members in the 2009 financial year. Pursuant to the internal rules of procedure governing the Supervisory Board, there shall be at least one Supervisory Board meeting per quarter. The Supervisory Board convened six times in the 2005 financial year. The Supervisory Board established two committees.
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The Management Board regularly reports to the Supervisory Board in a timely and comprehensive manner on all issues relevant to planning, performance, and risk and risk management, as well as on strategic measures. The Management Board must also report any deviations in the company's development from plans and targets, stating the reasons for such differences.
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A D&O insurance policy has been purchased for the members of Conergy's Management Board and Supervisory Board and an appropriate deductible has been stipulated with these directors as of the 2005 financial year. The members of the Management and Supervisory Boards, as well as the managing directors, of Conergy's European subsidiaries are also covered by this insurance policy.
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Providing timely, continual, and comprehensive information equally to all target groups and ensuring that our relationship to our shareholders is characterised by transparency are central objectives of our corporate communications policies. Key information about Conergy and related developments have been posted on our website not just since we went public. Besides financial data, the financial calendar, which includes all of the company's dates, as well as press releases and ad-hoc releases, current developments concerning corporate governance issues, and all securities transactions that must be filed under Section 15a Securities Trading Act are published on the website. Information on the tasks and responsibilities of the members of the Management Board and the Supervisory Board as well as the Articles of Association of Conergy AG are also available on the Internet.
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Conergy's consolidated financial statements and the quarterly reports are prepared pursuant to the International Financial Reporting Standards (IFRS).
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