Declaration of Compliance according to §161 AktG
The Management Board and the Supervisory Board hereby declare that Basler AG has complied with the recommendations for conduct as amended on June 26, 2010, by the "Government Commission of the German Corporate Governance Code" ("code") appointed by the German Government, with the following exceptions:
Clause 5.3 - Establishment of committees within the Supervisory Board
The Supervisory Board does not establish any committees. The Supervisory Board of Basler AG comprises three persons. This configuration ensures efficient work in all matters of the Supervisory Board, especially as the generally accepted minimum size for a committee is a membership of three.
Clause 5.4.1 - Composition of the Supervisory Board
For nominations to the general meeting, the Supervisory Board will also in the future continue to comply with legal requirements and will emphasize the candidates' professional and personal qualifications independent of gender. Consideration will also be given to the international activities of the company, to potential conflicts of interest, and to diversity. Basler AG does not have specific pertinent goals in this area
Clause 5.4.7 - Remuneration of the members of the Supervisory Board
Remuneration of the members of the Supervisory Board is set forth in the articles of incorporation. Chairmanship and vice chairmanship of the Supervisory Board are given consideration regarding the amount of fixed remuneration. Given the current level of fixed remuneration, the addition of a variable component to remuneration for the members of the Supervisory Board is not provided for.
Ahrensburg, March 2012
Management Board:
Dr. Dietmar Ley (CEO)
John Jennings (CCO)
Arndt Bake (COO)
Supervisory Board:
Norbert Basler
Prof. Dr. Eckart Kottkamp
Konrad Ellegast
The Management Board and the Supervisory Board hereby declare that Basler AG has complied with the recommendations for conduct as amended on June 26, 2010, by the "Government Commission of the German Corporate Governance Code" ("code") appointed by the German Government, with the following exceptions:
Clause 5.3 - Establishment of committees within the Supervisory Board
The Supervisory Board does not establish any committees. The Supervisory Board of Basler AG comprises three persons. This configuration ensures efficient work in all matters of the Supervisory Board, especially as the generally accepted minimum size for a committee is a membership of three.
Clause 5.4.1 - Composition of the Supervisory Board
For nominations to the general meeting, the Supervisory Board will also in the future continue to comply with legal requirements and will emphasize the candidates' professional and personal qualifications independent of gender. Consideration will also be given to the international activities of the company, to potential conflicts of interest, and to diversity. Basler AG does not have specific pertinent goals in this area
Clause 5.4.7 - Remuneration of the members of the Supervisory Board
Remuneration of the members of the Supervisory Board is set forth in the articles of incorporation. Chairmanship and vice chairmanship of the Supervisory Board are given consideration regarding the amount of fixed remuneration. Given the current level of fixed remuneration, the addition of a variable component to remuneration for the members of the Supervisory Board is not provided for.
Ahrensburg, March 2012
Management Board:
Dr. Dietmar Ley (CEO)
John Jennings (CCO)
Arndt Bake (COO)
Supervisory Board:
Norbert Basler
Prof. Dr. Eckart Kottkamp
Konrad Ellegast
Verena Fehling
