Declaration 2011
Declaration on the Corporate Governance Code, as per §161 of the German Stock Companies Law (AktG) - 2011
The Executive Board and Supervisory Board of Eckert & Ziegler Strahlen- und Medizintechnik AG hereby declare, in accordance with § 161 AktG:
Eckert & Ziegler Strahlen- und Medizintechnik AG shall comply with the recommendations of the German Corporate Governance Code – as amended on May 26, 2010 – with the following exceptions:
- Deductible for D&O insurance: The D&O insurance policy contracted for the Supervisory Board provides for no deductible amount.
A deductible is not agreed for the D&O insurance policy (personal liability insurance for members of the bodies) for the Supervisory Board since there is no evidence that it would fundamentally lead to greater motivation and a greater sense of responsibility on the part of its members. Nor, given the comparatively low level of the Supervisory Board's compensation, do the Executive Board and Supervisory Board regard a deductible as appropriate. - Formation of commissions: The Supervisory Board has formed no commissions, in particular no auditing or nomination commission.
In view of the low number of Supervisory Board members and the company's specific circumstances, the Supervisory Board does not regard the formation of commissions, particularly an auditing or nomination commission, as pressing. All the duties of these commissions are therefore exercised by the Supervisory Board as a commission with overall responsibility. - Age limits for members of the Executive Board and Supervisory Board,
diversity: No age limits have been specified for members of the Executive Board or Supervisory Board. Concrete commitments have neither been stated regarding its diversity or the appropriate quota of women.
The Executive Board and Supervisory Board take the view that a general age limit for members of the Executive Board and Supervisory Board such as concrete commitments regarding diversity or women’s quota is not an appropriate means of appointing members of these boards. Instead, what chiefly matters when filling the Executive Board or Supervisory Board is whether members have the necessary expertise, skills, and professional experience also regarding the specific situation of the company and the company’s international activity. - Supervisory Board compensation: Members of the Supervisory Board do not
receive any performance-related compensation.
The Executive Board and Supervisory Board take the view that compensation linked to the company's results is inconsistent with the Supervisory Board's legally prescribed function as an independent supervisory body and its associated requirement of neutrality.
Since the Declaration of Compliance on December 3, 2009, Eckert & Ziegler Strahlen- und Medizintechnik AG has also complied in full with the recommendations of the German Corporate Governance Code – as amended on May 26, 2010 – except for the exceptions stated in the Declaration. The afore-mentioned explanations provide the reasons for these exceptions.
Berlin, December 3, 2011
For the Executive Board:
Dr. Andreas Eckert
Dr. Edgar Löffler
Dr. André Heß
For the Supervisory Board:
Prof. Dr. Wolfgang Maennig