Declaration of Compliance with the German Corporate Governance Code
Pursuant to section 161 of German Stock Corporation Law, the Supervisory and Management Boards of Koenig & Bauer AG herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 5 May 2015, with the following deviations:
- At present the policy excess borne by members of the Supervisory Board for D&O liability insurance of €2,500 is lower than is recommended in provision 3.8 of the Code. This fiscal year the Supervisory Board will discuss whether to adjust the excess to the amount recommended by the Code.
- In the Management Board contracts payments to members of the Management Board upon premature termination of Management Board duties without serious cause by KBA during the contract duration are limited to an amount corresponding to three years’ fixed remuneration. Provision 4.2.3 of the Code recommends a severance pay cap of two years remuneration. As the payments are limited to the fixed basic salary Koenig & Bauer AG generally places an even stricter limit on the severance pay cap when drawing up contracts.
- In the interests of the Company there is no limit for the length of membership to the Supervisory Board (provision 5.4.1) as a rigid regulation neglects the members’ individual knowledge and professional qualifications.
Since issuing the last declaration of compliance in February 2016, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 5 May 2015, with the following exceptions:
The policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than one-and-a-half times the fixed annual remuneration (provision 3.8). The severance pay cap was not limited to two years remuneration (provision 4.2.3). We waive the recommended disclosure of additional information regarding the individualised disclosure of Management Board remuneration including the provision of two reference tables (provision 4.2.5). There was no limit for the length of membership to the Supervisory Board (provision 5.4.1). No individual Supervisory Board remuneration and Board equity holdings have been disclosed (provisions 5.4.6 and 6.2).
Würzburg, 10 February 2017
Koenig & Bauer AG
For the Supervisory Board: Dr Martin Hoyos, Chairman
For the Management Board: Claus Bolza-Schünemann, President and CEO