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1 Foreword |
The Executive Board and Supervisory Board of OVB Holding AG have studied the statutory regulations as set forth in the German Corporate Governance Code in detail. The OVB Holding AG embraces the principles set forth therein and, in the interest of its shareholders, is committed to following its recommendations as well as suggestions with the exception of very few deviations. Corporate governance is synonymous with the careful and responsible governance of a corporation by its management. The German Corporate Governance Code (the "Code") presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognised standards for good and responsible governance. The OVB Holding AG has formulated additional principles in accordance with the German Corporate Governance system which are defined in detail herein and specify facts deviating from the principles set forth by the German Corporate Governance Code.
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| 2 Shareholders and the General Meeting |
2.1 Shareholders |
The shareholders of the OVB Holding AG exercise their rights at the General Meeting and vote there personally or by proxy. Details regarding participation at the General Meeting and exercise of voting rights are set forth in Article 16 of the Articles of Association.
(Articles of Association § 16)
The OVB Holding AG stock amounts to 14,251,314 shares. Each share carries one vote (one share, one vote, one dividend). There are no shares with multiple voting rights, preferential voting rights (golden shares) or maximum voting rights.
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| 2.2 General Meeting |
The Executive Board submits to the General Meeting the Annual Financial Statements and the Consolidated Financial Statements. The General Meeting resolves on the appropriation of net income and the discharge of the acts of the Executive Board and of the Supervisory Board. It elects the shareholders' representatives to the Supervisory Board and, as a rule, the auditors.
Furthermore, the General Meeting resolves on the Articles of Association, the purpose of the company, amendments to the Articles of Association and essential corporate measures such as, in particular, inter-company agreements and transformations, the issuing of new shares and, in particular, of convertible bonds and bonds with warrants, and the authorisation to purchase own shares.
Each resolution at the General Meeting requires a majority vote (simple majority of votes) unless the law or the Articles of Association require a larger majority or specify otherwise (for example, three-quarters of the equity capital).
When new shares are issued, shareholders, in principle, have pre-emptive rights corresponding to their share of the equity capital. Pursuant to Article 186 sections 3 and 4 of the German Stock Corporation Act (AktG) shareholders may be excluded from this right in the event that in addition to the specifications set forth by law or by the Articles of Association a three-quarters majority of the equity capital represented passed pertinent resolution. An exclusion from pre-emptive rights is permissible particularly in the event that the capital increase in return for cash contributions does not exceed 10% of the capital stock and the issuing price does not fall substantially below the trading price. When the occasion arises, the Executive and Supervisory Boards of the OVB Holding AG will check whether within the scope of a capital increase it is in the interest of the company to exclude pre-emptive rights and to propose such exclusion. At present, there is no exclusion of pre-emptive rights on approved share capital.
Each shareholder who observes the requirements set forth by law and pursuant to Article 16 of the Articles of Association (Articles of Association § 16) is entitled to participate in the General Meeting, to take the floor on matters on the agenda and to submit materially relevant questions and proposals in accordance with Article 131 of the German Stock Corporation Act.
The chair of the meeting provides for the expedient running of the General Meeting.
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| 2.3 Invitation to the General Meeting, Proxies |
At least once a year the shareholders' General Meeting is convened by the Executive Board of the OVB Holding AG giving details of the agenda. Pursuant to Article 122 of the German Stock Corporation Act (AktG) a quorum of minority shareholders (shareholders who together hold at least 5% of the equity capital) is entitled to demand the convening of a General Meeting and the extension of the agenda. The Executive Board will not only publish the reports and documents, including the Annual Report, required by law for the General Meeting, and send them to shareholders upon request, but will also make them easily accessible on the company's Internet site (www.ovb.ag). Under the menu point Investor Relations/Events, for example, there is a menu point providing comprehensive information with reference to the General Meeting (more)
The OVB Holding AG will inform all domestic and foreign shareholders, shareholders' associations and financial-services providers, of the convening of the General Meeting together with the convention documents, also using electronic channels, if the approval requirements are fulfilled. (Contact Page IR)
The OVB Holding AG will facilitate the personal exercising of shareholders' voting rights. The company shall also assist the shareholders in the use of proxies. The Executive Board shall arrange for the appointment of a representative to exercise shareholders' voting rights in accordance with instructions; this representative will be reachable up to one day prior to the General Meeting.
To date, the company has not made it possible for shareholders to follow the General Meeting on the Internet, however, immediately following the General Meeting a recording of the Chairman of the Board's speech as well as a written copy of his or her speech and the accompanying presentation will be made available on the company's Internet site.
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| 3 Cooperation between Executive Board and Supervisory Board |
The Executive Board and Supervisory Board of the OVB Holding AG cooperate closely to the benefit of the enterprise.
The Executive Board coordinates the company's strategic approach with the Supervisory Board and discusses the current state of strategy implementation with the Supervisory Board in regular intervals.
For transactions of fundamental importance, Article 5 of the Bylaws (more) of the Executive Board specifies provisions requiring the approval of the Supervisory Board. They include decisions or measures which fundamentally change the asset, financial or earnings situations of the enterprise.
Providing sufficient information to the Supervisory Board is the joint responsibility of the Executive Board and Supervisory Board.
The Executive Board informs the Supervisory Board regularly, without delay and comprehensively, of all issues important to the enterprise with regard to planning, business development, risk situation and risk management as well as compliance. The Executive Board points out deviations of the actual business development from previously formulated plans and targets, indicating the reasons therefore. Specific points of interest contained in the Executive Board's report to the Supervisory Board will be included in the Supervisory Board's annual report to the General Meeting. (more)
The Executive Board's information and reporting duties are specified in detail in Article 6 of the Company Bylaws (Article 6 of Company Bylaws) The Executive Board's reports to the Supervisory Board are, as a rule, submitted in writing (including electronic form). Documents required for decisions, in particular, the Annual Financial Statements, the Consolidated Financial Statements and the Auditors' Report are to be sent to the members of the Supervisory Board and/or members of the Audit Committee in due time before the meeting.
Good corporate governance requires an open discussion between the Executive Board and Supervisory Board as well as among the members within the Executive Board and the Supervisory Board.
The comprehensive observance of confidentiality is of paramount importance for this. All board members of the OVB Holding AG ensure that the staff members they employ observe the confidentiality obligation accordingly.
No member of the Supervisory Board of the OVB Holding AG is a representative of the employees.
If necessary, the Supervisory Board will meet without the Executive Board, particularly in cases concerning Executive Board issues.
In the event of a takeover offer for the OVB Holding AG, the Executive Board and Supervisory Board must submit a statement of their reasoned position so that the shareholders can make an informed decision on the offer.
After the announcement of a takeover offer, the Executive Board may not take any actions outside the ordinary course of business that could prevent the success of the offer. This does not include actions taken on the part of a fair and diligent manager of a company that is currently not affected by a takeover offer, nor the search for an alternative takeover offer, nor actions that have been approved by the Supervisory Board or where the Executive Board has been authorised by the General Meeting in a corresponding statement. In making their decisions, the Executive and Supervisory Boards are bound to the best interests of the shareholders and of the company.
In appropriate cases the Executive Board will convene an extraordinary General Meeting at which shareholders discuss the takeover offer and may decide on corporate actions.
The Executive Board and Supervisory Board of the OVB Holding AG comply with the rules of proper corporate management. If they violate the due care and diligence of a prudent and conscientious Managing Director or Supervisory Board member, they are liable to the company for damages. If a member of the Executive or Supervisory Board may reasonably assume that his or her business decisions are made for the economic well-being and in the interest of the company, based upon sufficient and adequate information, there is no breach of duty (Business Judgement Rule).
In accordance with the Act on the Appropriateness of Executive Board Remuneration (Gesetz zur Angemessenheit der Vorstandsvergütung – VorstAG), the provision of a deductible for D&O insurance concluded for members of executive boards is mandatory as of 1 July 2010. The D&O insurance concluded by the company will allow for the statutory deductible for members of the Executive Board as of 1 July 2010. OVB Holding AG has not provided for a deductible in the D&O insurance concluded for the members of the Supervisory Board. In the opinion held by OVB Holding AG, a deductible would not have any noteworthy advantages in terms of encouraging the members of the Supervisory Board to fulfil their duties.
The OVB Holding AG does not extend loans to members of the Executive and Supervisory Boards or their relatives.
The Executive Board and Supervisory Board will report each year on the company's Corporate Governance in the Annual Report (Corporate Governance Report). The Corporate Governance Report is as well part of the Gorporate Governance Statement. The declaration of conformity also includes the explanation of possible deviations from the recommendations of this Code. Comments are also provided on the Code’s suggestions. The OVB Holding AG will keep previous declarations of conformity with the Code available for viewing on its website for six years. (more)
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| 4 Executive Board |
4.1 Tasks and Responsibilities |
The Executive Board of the OVB Holding AG is responsible for independently managing the company. In so doing, it is obliged to act in the company's best interests and undertakes to increase the sustainable value of the enterprise. The Executive Board takes into account the interests of the shareholders, its employees and financial advisors and other stakeholders.
The Executive Board develops the enterprise's strategy, coordinates it with the Supervisory Board and ensures its implementation.
The Executive Board ensures that all provisions of law are abided by and works to achieve their compliance by group companies. The same applies for the principles set forth in the Corporate Governance Code. Compliance with in-house, intra-corporate and intra-company regulations provides for an increase of transparency and efficiency in business transactions. The company management determines the standards accordingly and makes the basic decisions while the management of the international subsidiaries is in charge of complying with local rules and regulations. Principles of compliance have been implemented in the course of the financial year 2008. The Chief Compliance Officer presented the first compliance report to the Supervisory Board at the end of 2008. The principles will be complemented by a code of working behaviour, data protection regulations and, if applicable, other regulations. In addition to the implementation and observation of all intra-company compliance regulations, international subsidiaries are also responsible for handling incidents related to compliance, analysing work processes on a continued basis for possible risks to compliance, and training and advising company staff regularly.
The Executive Board ensures appropriate risk management and risk controlling in the company. (more)
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| 4.2 Composition and Compensation |
The Executive Board is composed of several persons. The full Supervisory Board deals with the contracts of the members of the Executive Board and appoints one member of the Executive Board as Chairman. Pursuant to Article 8 of the Articles of Association (more) the Supervisory Board has issued Bylaws for the Executive Board, which essentially regulates the allocation of areas of responsibility and the cooperation within the Executive Board (more). The organisational chart in the Bylaws of the Executive Board defines the departmental responsibility of each board member. Article 4 of the Bylaws (more) of the Executive Board defines the management tasks assigned to the entire Executive Board; Article 3 defines the majority required for board decisions (more).
The full Supervisory Board discusses, reviews and resolves the structure of the Executive Board compensation system including the main contract elements of Executive Board members. Compensation of the members of the Executive Board is determined by the Supervisory Board at an appropriate amount based on a performance assessment in considering any payments by group companies. The chairman of the Supervisory Board will disclose the principles of the compensation system and any changes therein at the General Meeting. Furthermore, the compensation system for all members of the Executive Board will be compiled in a compensation report, written in generally understandable language and attached to the Corporate Governance Report.
The total compensation of Executive Board members of the OVB Holding AG will comprise the fixed and variable compensation elements, including performance-related and non-performance-related amounts as well as long-term incentives, as soon as such incentives have been set up, and they will be included in the compensation report as part of the Corporate Governance Report and be listed according to name unless the General Meeting has passed a three-quarters majority resolution otherwise. No such resolution has been passed by the Executive Board or Supervisory Board of the OVB Holding AG as of yet nor is there any intention of so doing. The total compensation of the Executive Board members comprises, where existent, the monetary compensation elements, pension awards, other awards, especially in the event of termination of activity, fringe benefits of all kinds and benefits by third parties which were promised or granted in the fiscal year with regard to Executive Board work. (more)
The compensation structure must be oriented toward sustainable growth of the enterprise. The monetary compensation elements shall comprise fixed and variable elements. Both positive and negative developments shall be taken into account when determining variable compensation components. The variable compensation elements will include one-time and annually-payable components linked to the business performance. This variable remuneration component did not consider a multi-year assessment basis in the 2009 financial year; the Supervisory Board will concern itself with the issue of the arrangement of suitable remuneration schemes. No pension promises exist.
All compensation components must be appropriate, both individually and in total and in particular must not encourage to take unreasonable risks.
Criteria for the determination of compensation are, in particular, the tasks of the respective member of the Executive Board, his or her personal performance, the performance of the entire Executive Board as well as the economic situation, the performance and outlook of the company taking into account its peer companies and the compensation structure in place in other areas of the company.
In the event that the present compensation system should be modified, the OVB Holding AG will follow the principles set forth in the German Corporate Governance Code. For instance, share or index-based compensation elements related to the enterprise may come into consideration as variable components. These elements shall be related to demanding, relevant comparison parameters. Changing such performance targets or the comparison parameters retroactively shall be excluded. For extraordinary, unforeseen developments a possibility of limitation (cap) will be agreed on by the Supervisory Board.
The presentation of the concrete form of a stock option plan or comparable schemes for components with a long-term incentive effect and risk character will include the value thereof.
The substantive content of severance awards for Executive Board members will be disclosed. The compensation report will also include information on the nature of the fringe benefits provided by the company.
At present, the contracts for the Executive board members do not provide for severance payments in the event of a board member's premature termination of contract or in the event of a change of control. Upon the new appointment of an Executive Board member, OVB stipulates a cap on severance pay in the contract of employment, provided the term of appointment is at least three years. Correspondingly, the employment contract with Mario Freis contains such a provision. Within the framework of future contract extensions, OVB will incorporate a cap on severance payments in case of premature termination of Executive Board membership without good cause in accordance with the recommendation of Section 4.2.3 GCGC. The total compensation of the previous financial year or the total compensation expected for the current financial year will be used as a basis for determining the severance payment.
In the event of severance payment being awarded for the premature termination of a board member's contract due to change of control, said severance payment will not exceed 150% of the severance cap, that is three annual compensations.
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| 4.3 Conflicts of Interest |
During their employment for the enterprise, members of the Executive Board are subject to a comprehensive non-competition obligation.
Members of the Executive Board and employees may not, in connection with their work, demand nor may they accept from third parties payments or other advantages for themselves or for any other person nor grant third parties unlawful advantages.
The members of the Executive Board of the OVB Holding AG are bound by the company's best interests. No member of the Executive Board may pursue personal interests in his decisions or use business opportunities intended for the company for himself.
All members of the Executive Board will disclose conflicts of interest to the Supervisory Board without delay and inform the other members of the Executive Board thereof. All transactions between the company and the members of the Executive Board as well as persons they are close to or companies they have a personal association with must comply with standards customary in the sector. Important transactions will require the approval of the Supervisory Board.
Members of the Executive Board will only take on sideline activities, especially Supervisory Board mandates outside the enterprise, subject to the approval of the Supervisory Board.
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| 5 Supervisory Board |
5.1 Tasks and Responsibilities |
The task of the Supervisory Board of the OVB Holding AG is to advise regularly and supervise the Executive Board in the management of the company. It must be involved in decisions of fundamental importance to the enterprise. (more)
The Supervisory Board appoints and dismisses the members of the Executive Board. When appointing the Management Board, the Supervisory Board shall also respect diversity. Most importantly the selection is primarily based on expert knowledge and skills. Together with the Executive Board it will ensure that there is a long-term succession planning. This will be a regular topic of all meetings held by the Supervisory Board. The full Supervisory Board of the OVB Holding AG appoints the members of the Executive Board and determines the conditions of the board members' employment contracts.
For first time appointments of OVB Holding AG Executive Board members the maximum possible appointment period of five years pursuant to Article 84 of the German Stock Corporation Act (AktG) will apply in exceptional cases only. A reappointment prior to one year before the end of the appointment period with a simultaneous termination of the current appointment will only take place under special circumstances. Executive Board member contracts terminate at the latest at the end of the month in which the Executive Board member has his seventieth (70) birthday.
The Supervisory Board has issued its own Company Bylaws. (more)
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| 5.2 Tasks and Authorities of the Chairman of the Supervisory Board |
The Chairman of the Supervisory Board coordinates work within the Supervisory Board, chairs its meetings and attends to the affairs of the Supervisory Board externally.
Due to the small size of the Supervisory Board the Chairman of the Supervisory Board will handle the contracts for members of the Executive Board within the full Supervisory Board. The preparation of the Supervisory Board meetings was not assigned to a committee. Contrary to the proposals of the German Corporate Governance Code the Chairman of the Supervisory Board currently chairs the Audit Committee.
The Chairman of the Supervisory Board will regularly maintain contact with the Executive Board, in particular, with the Chairman of the Executive Board and consult with him on strategy, business development and risk management of the company. The Chairman of the Supervisory Board will be informed by the Chairman of the Executive Board without delay of important events which are essential for the assessment of the situation and development as well as for the management of the company. The Chairman of the Supervisory Board will then inform the Supervisory Board and, if required, convene an extraordinary meeting of the Supervisory Board.
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| 5.3 Formation of Committees |
It is incumbent upon the Supervisory Board to form committees with sufficient expertise which serve to increase the efficiency of the Supervisory Board's work and the handling of complex issues. As the Supervisory Board is comparatively small in size and comprises six members, only an Audit Committee was set up effective as of December 8, 2006. (more) The Audit Committee is composed of three Supervisory Board members. The respective committee chairmen report regularly to the Supervisory Board on the work of the committees.
The Audit Committee handles, in particular, issues of accounting, risk management and compliance, the necessary independence required of the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement. The chairman of the Audit Committee will have specialist knowledge and experience in the application of accounting principles and internal control processes. He may not be a former member of the Executive Board of the company. The Chairman of the Audit Committee is Wolfgang Fauter, who is a member of the Executive Board of one of the principal shareholders of OVB Holding AG.
The Audit Committee handles, in particular, issues of accounting, risk management and compliance, the necessary independence required of the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement. (Bylaws of the Committee) The chairman of the Audit Committee will have specialist knowledge and experience in the application of accounting principles and internal control processes. He may not be a former member of the Executive Board of the company. For the reasons stated above, the Supervisory Board abstains from establishing a nominating committee as recommended by the Code. In fact, however, the entire Supervisory Board focuses on the proposal of suitable candidates as candidates for election to the General Meeting.
The Supervisory Board can delegate other subjects to be handled by one or several committees. These subjects include the strategy of the company, the compensation of the members of the Executive Board, investments and financing. At present no further Supervisory Board committees are planned, but these issues are being discussed by the full Supervisory Board.
The Supervisory Board can arrange for committees to prepare Supervisory Board meetings and to take decisions in place of the Supervisory Board. Due to the relatively small size of the Supervisory Board, it has not made use of this opportunity as of yet.
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| 5.4 Composition and Compensation |
For nominations for the election of members of the Supervisory Board, care will be taken that the Supervisory Board, at all times, is composed of members who, as a whole, have the required knowledge, abilities and expert experience to properly complete their tasks and to fulfil the requirement of diversity and are sufficiently independent. The international activities of the company, potential conflicts of interest and an age limit to be specified for the members of the Supervisory Board will be taken into account. Only such candidates shall be nominated for election as members of the Supervisory Board who are no older than 69 at the time of their election.
To permit the Supervisory Board's independent advice and supervision of the Executive Board, the Supervisory Board will include what it considers an adequate number of independent members. A Supervisory Board member is considered independent if he/she has no business or personal relations with the company or its Executive Board which cause a conflict of interests.
As a rule, former members of the Executive Board may not be elected to the Supervisory Board.
Supervisory Board members will not exercise directorships or similar positions or advisory tasks for important competitors (e.g. companies offering structures sales models) of the company.
Elections to the Supervisory Board will be made on an individual basis. An application for the judicial appointment of a Supervisory Board member will be limited in time up to the next annual General Meeting. Proposed candidates for the Supervisory Board chair shall be announced to the shareholders.
It is not intended that members of the Executive Board transfer to Chairman of the Supervisory Board or Chairman of one of the Supervisory Board's committees.
Every member of the Supervisory Board must take care that he/she has sufficient time to perform his/her mandate. Members of the Executive Board of a listed company shall not accept more than a total of three Supervisory Board mandates in non-group listed companies.
Compensation of the members of the Supervisory Board is specified in the Articles of Association of the OVB Holding AG.Compensation of the members of the Supervisory Board is specified in the Articles of Association of the OVB Holding AG (more) . It takes into account the responsibilities and scope of tasks of the members of the Supervisory Board as well as the economic situation and performance of the company. Also to be considered here is the exercising of the Chair and Deputy Chair position in the Supervisory Board. The chair and/or membership in committees are not taken into account.
Members of the Supervisory Board will receive fixed as well as performance-related compensation, from the financial year 2008 based on the annual net income reported in the Consolidated Annual Financial Statements of the OVB Holding AG. Beyond that, no performance-related compensation is currently part of the compensation.
The compensation of the members of the Supervisory Board will be reported individually in the Corporate Governance Report, subdivided according to components. Also payments made by the enterprise to the members of the Supervisory Board or advantages extended for services provided individually, in particular, advisory or agency services will be listed separately in the Corporate Governance Report.
If a member of the Supervisory Board took part in less than half of the meetings of the Supervisory Board in a financial year, this will be noted in the Report of the Supervisory Board.
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| 5.5 Conflicts of Interest |
All members of the Supervisory Board are bound by the company's best interests. No member of the Supervisory Board may pursue personal interests in his/her decisions or use business opportunities intended for the company for himself/herself.
Each member of the Supervisory Board will inform the Supervisory Board of any conflicts of interest which may result from a consultant or directorship function with clients, suppliers, lenders or other business partners.
In its report, the Supervisory Board will inform the General Meeting of any conflicts of interest which have occurred together with their treatment. Material conflicts of interest and those which are not merely temporary in respect of the person of a Supervisory Board member shall result in the termination of his mandate.
Advisory and other service agreements and contracts for work between a member of the Supervisory Board and the company require the Supervisory Board's approval. |
| 5.6 Examination of Efficiency |
The Supervisory Board will examine the efficiency of its activities on a regular basis.
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| 6 Transparency |
The Executive Board must disclose insider information directly relating to the company without delay unless it is exempted from the disclosure requirement in an individual case.
As soon as the OVB Holding AG becomes aware of the fact that an individual acquires, exceeds or falls short of 3, 5, 10, 15, 20, 25, 30, 50 or 75% of the voting rights in the company by means of a purchase, sale or any other manner, the Executive Board must disclose this fact without delay.
The OVB Holding AG's treatment of all shareholders in respect of information must be equal. All new facts made known to financial analysts and similar addressees will also be disclosed to the shareholders by the company without delay.
The OVB Holding AG will use suitable communication media, such as the Internet, to inform shareholders and investors in a prompt and uniform manner. (more)
Any information which the OVB Holding AG discloses abroad in line with corresponding capital market law provisions shall also be disclosed domestically without delay.
In accordance with legal requirements the OVB Holding AG will report and publish without delay the purchase or sale of shares by Executive Board and Supervisory Board members in the company (so-called directors' dealings). Directors' dealings will be disclosed on the company's Internet site (www.ovb.ag / Investor Relations / Corporate Governance).
The Corporate Governance report shall include the ownership of shares in the company or related financial instruments by Executive Board and Supervisory Board members shall be reported if these directly or indirectly exceed 1% of the shares issued by the company. If the entire holdings of all members of the Executive Board and Supervisory Board exceed 1% of the shares issued by the company, these shall be reported separately according to Executive Board and Supervisory Board.
All the aforesaid disclosures will be included in the Corporate Governance Report.
As part of the OVB Holding AG's regular information policy, the dates of essential regular publications (including the Annual Report, interim reports) and the date of the General Meeting will be published sufficiently in advance in a "financial calendar". (more)
Information on the company which the OVB Holding AG discloses is also accessible via the company's Internet site. The Internet site (www.ovb.ag) is clearly structured. Publications are also in English (more).
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| 7 Reporting and Audit of the Annual Financial Statements |
7.1 Reporting |
Shareholders and third parties will be informed mainly by the Consolidated Financial Statements. To this end, the OVB Holding AG will publish interim reports, i.e. quarterly and semi-annual reports, over the course of the financial year. The Consolidated Financial Statements and the condensed Consolidated Financial Statements for the first, second and third quarterly reports shall be prepared under observance of internationally recognised accounting principles. For corporate law purposes (calculation of dividend, shareholder protection), Annual Financial Statements will be prepared according to national regulations (German Commercial Code), which also form the basis for taxation.
The Consolidated Financial Statements must be prepared by the Executive Board and examined by the auditor and Supervisory Board. Starting from 2009 the interim financial reports will be discussed with the Management Board by the Audit Committee prior to publication. In addition, the Financial Reporting Enforcement Panel and the Federal Financial Supervisory Authority are authorised to check that the Consolidated Financial Statements comply with the applicable accounting regulations (enforcement). The Consolidated Financial Statements will be publicly accessible within 90 days of the end of the financial year; interim reports will be publicly accessible within 45 days of the end of the reporting period.
Contrary to the past, the OVB Holding AG does not have any stock option programmes or similar securities-based incentive systems of the company. If such incentives are created in the future they will be included in the Corporate Governance Report.
If necessary, the OVB Holding AG will publish a list of third party companies in which it has a shareholding that is not of minor importance for the company. The trading portfolios of banks and financial-services companies, on which voting rights are not exercised, are disregarded in this context. The following will be provided: name and headquarters of the company, the amount of equity and the operating result of the past financial year.
Notes on the relationships with shareholders considered to be "related parties" pursuant to the applicable accounting regulations are provided in the Consolidated Financial Statements.
(more)
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| 7.2 Audit of Annual Financial Statements |
Prior to submitting a proposal for election, the Supervisory Board or, respectively, the Audit Committee shall obtain a statement from the proposed auditor stating whether, and where applicable, which business, financial, personal and other relationships exist between the auditor and its executive bodies and head auditors on the one hand, and the company and the members of its executive bodies on the other hand, that could call its independence into question. This statement shall include the extent to which other services were performed for the company in the past year, especially in the field of consultancy, or which are contracted for the following year. This statement applied for the first time for the Annual Financial Statements for the financial year 2007.
The Supervisory Board commissions the auditor to carry out the audit and concludes the following agreements with the auditor:
- The auditor will inform the Chairman of the Supervisory Board or Chairman of the Audit Committee immediately of any grounds for disqualification or impartiality occurring during audit, unless such grounds are eliminated immediately.
- Agreement on the auditor's fee.
- The auditor will report immediately on all facts and events of importance for the tasks of the Supervisory Board which arise during the performance of the audit.
- The auditor will inform the Supervisory Board if, during the performance of the audit, the auditor comes across facts which show a misstatement by the Executive Board and Supervisory Board on the Code.
The auditor takes part in the Supervisory Board's deliberations on the Annual Financial Statements and Consolidated Financial Statements and reports on the essential results of its audit.
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* The principles at hand are based on the German Corporate Governance Code as of June 18, 2009. Possible adaptations of the Code in line with the yearly review by the Government Commission will be considered within the framework of the consecutive declaration of conformity. |