• Contact
• Sitemap
• Help
• Imprint
• Deutsch

The Management Board and Supervisory Board of SinnerSchrader AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of 2 June 2005 were met with the following reservations in the 2004/2005 financial year (01.09.2004–31.08.2005) and will be met in the current 2005/2006 financial year (01.09.2005–31.08.2006) and in future:

Management Board

Code 4.2.3:

Variable remuneration components and share options have been waived in the remuneration package of Mr Matthias Schrader, CEO of SinnerSchrader AG, due to his high participation share in SinnerSchrader AG.

Code 4.2.3:

The share options so far awarded to other Management Board members originate from the 1999 and 2000 Stock Option Plans adopted by the Annual General Meeting. In accordance with the conditions adopted by the Annual General Meeting, the exercise criteria are reaching a price rise of 20 % in terms of the average price of the SinnerSchrader share on the ten trading days prior to allocation, waiting periods of two, three and four years and a term of six years. The option conditions make no provision for a cap for extraordinary, unforeseen developments. No cap was set on a share-based bonus component awarded to a Management Board member in early 2005 because a cap of this kind runs counter to the intended incentive effect, especially where there are waiting periods of several years.

Supervisory Board

Code 3.8:

D&O insurance without an excess has been taken out for the members of the Supervisory Board because an excess of this kind would be disproportionate in view of the relatively low remuneration.

Code 5.3.1 ff.:

The Supervisory Board has not formed any committees because it only comprises three members.

Hamburg, 21. November 2005

SinnerSchrader Aktiengesellschaft