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Declaration by the Managing and Supervisory Boards of ALNO AG on the recommendations of the German

Corporate Governance Code within the meaning of Section 161 of the AktG

The Managing and Supervisory Boards of ALNO AG declare that from the date of the previous declaration of conformity dated December 11, 2008 and up to August 4, 2009 they complied with the recommendations of the German Corporate Governance Code in the version dated June 6, 2008 (published on August 8, 2008) and from August 5, 2009 with the recommendations of the German Corporate Governance Code in the version dated June 18, 2009 (published on August 5, 2009) with the following exceptions:
  • The General Meeting, together with the invitation documents, was not called using electronic means, as the General Meeting had not previously approved this method (Code Item 2.3.2.).
  • The German Corporate Governance Code in the version dated 2008 recommends a deductible for the D+amp;O insurance for members of the Managing and Supervisory Boards. In the version dated 2009 the Code only recommends agreeing a deductible for the D+amp;O insurance for members of the Supervisory Board, whereas a deductible for D+amp;O insurance for members of the Managing Board is required by law. ALNO AG continues to believe that the deductible is not required with regard to the responsibility and motivation of the members of the Managing and Supervisory Boards when performing their duties. The existing D+amp;O insurance policy for members of ALNO AG’s Managing and Supervisory Boards thus does not include a deductible, in contrast to Item 3.8 of the Code in the version dated 2008. The deductible for members of the Managing Board required according to Section 93 (2) Sentence 3 of the AktG will be put in place by June 30, 2010 (end of the transitional period).
  • A declaration on corporate governance by the company in the company’s annual report, as recommended in Item 3.10 of the Code in the version dated 2009, was not previously prepared, as no new annual report was published since the announcement of the current Code. The declaration on the company’s corporate governance is included in the annual report 2009 for the first time.
  • A remuneration report (Code Item 4.2.5 (1) Sentence 1 and (3) Sentence 2) was prepared. This report is published in the notes to the consolidated financial statements in the annual report, as this relates to compulsory information in the notes to the consolidated financial statements within the meaning of Section 285 (1) No. 9. As a result, the remuneration report does not form part of the corporate governance report.
  • The elections for the Supervisory Board were not performed as individual elections in the past (Code Item 5.4.3 Sentence 1). In the case of future new elections to the Supervisory Board, the Managing and Supervisory Boards reserve the right to decide whether to propose these new elections as group elections or individual elections to the General Meeting. New members were added to the Supervisory Board in January 2007 by way of a court appointment within the meaning of Section 104 (3) No. 2 of the AktG. As a result, no nomination committee was formed (Code Item 5.3.3). The court appointment was not for a limited term through to the next General Meeting (Code Item 5.4.3 Sentence 2), in order to ensure continuity in the Supervisory Board. No candidates were proposed for the Chairman of the Supervisory Board (Code Item 5.4.3 Sentence 3). According to the law, the members of the Supervisory Board choose a Chairman from among their number. The members’ decision is not to be influenced by external factors. However, publishing candidates names could lead to just such an influence, which is why ALNO AG does not do this.
  • The members of the Supervisory Board do not receive performance-related remuneration (Code Item 5.4.6 (2) Sentence1). ALNO AG believes that it is not currently necessary to change this in view of the Supervisory Board’s controlling and monitoring function. The remuneration paid by ALNO AG to the members of the Supervisory Board for services personally provided is published in the notes to the consolidated financial statements in the annual report and is thus not included in the Corporate Governance Report (Code Item 5.4.6 (3) Sentence 2).
  • The consolidated financial statements are not yet published within 90 days after the end of the fiscal year and the interim reports are not yet published within 45 days of the end of the period under review (Code Item 7.1.2). The company intends to bring its consolidated financial statements and interim reporting more into line with these periods.
Pfullendorf, December 10, 2009
For the Managing Board For the Supervisory Board
Jörg Deisel Hans-Peter Haase

Declaration of the Executive and Supervisory Boards of ALNO AG regarding the recommendations of the German Corporate Governance Code in accordance with AktG Art. 161

The Executive and Supervisory Boards of ALNO AG declare that, since the issuance of the last declaration of conformity dated December 13, 2007, the recommendations of the German Corporate Governance Code as amended on June 6, 2008 (published on August 8, 2008) have been and are being complied with, subject to the following exceptions:

  • The convening of the Annual General Meeting, along with the convention documents, is not yet being communicated by electronic means since the Annual General Meeting has not approved this method yet (Code Art. 2.3.2).
  • The D+O policy taken out by ALNO AG for the Executive and Supervisory Board members does not include a deductible (Code Art. 3.8, paragraph 2)). ALNO AG still believes that a deductible is not necessary for the Executive and Supervisory Board members to carry out their duties in a responsible, motivated way.
  • A compensation report was prepared (Code Art. 4.2.5, paragraph 1, sentence 1 and paragraph 3, sentence 2). However, it was published in the notes to the consolidated financial statements in the 2006 annual report, and not in the corporate governance report.
  • Supervisory Board members have not been elected individually (Code Art. 5.4.3 sentence 1). The Supervisory Board was expanded in January 2007 by judicial appointment in accordance with AktG Art. 104 (3) (2). The judicial appointment was not limited in time up to the next Annual General Meeting (Code Art. 5.4.3, sentence 2). No proposed candidates for the Supervisory Board chair were announced to the shareholders. (Code Art. 5.4.3, sentence 3). The Executive and Supervisory Boards of ALNO AG reserve the right to recommend to the Annual General Meeting to hold future Supervisory Board elections either on an individual basis or on a group basis.
  • The members of the Supervisory Board do not receive performance-based compensation (Code Art. 5.4.6, paragraph 2, sentence 1). ALNO AG does not see any need for change given the Supervisory Board’s monitoring function. Payments made by ALNO AG to members of the supervisory board for personally rendered services will appear in the group appendix to the 2007 business report, and not in the Corporate Governance report (code item 5.4.6, paragraph 3, sentence 2).
  • The consolidated financial statements are not made publicly accessible within 90 days of the end of the financial year, nor are interim reports made publicly accessible within 45 days of the end of the reporting period (Code Art. 7.1.2). ALNO AG plans to make the consolidated financial statements and the interim reports publicly accessible even closer to the deadlines.


Pfullendorf, December 11, 2008

The Executive and Supervisory Boards