Declaration of Compliance
Declaration of Compliance according to §161 AktG
The management board and the supervisory board declare that in the elapsed fiscal year 2017, Basler AG complied with the recommendations for conduct as amended on February 7, 2017 by the „Government Commission of the German Corporate Governance Code” (hereinafter called “code”) with the following exceptions:
Clause 4.1.3. – Compliance Management System
Due to the risk situation of the company resulting from the size and nature of business,
in accordance with its function, the management board ensured that all provisions of law and the company’s internal policies are complied with and endeavored to achieve their compliance by the group entities, without having set up a formal compliance management system so far. This has been achieved inter alia by the company organization and the existing procedural landscape as well as the active shaping of the company culture. By the end of 2018, a compliance management system will be implemented.
Clause 5.4.1 – Composition of the Supervisory Board
For nominations to the general meeting, the supervisory board will in the future also continue to align itself to all necessary legal requirements and will give preference to women with equal qualifications. Consideration will also be given to the international activities of the company, to potential conflicts of interest, and to diversity. However, the supervisory board must make its decision insofar as the best suitable candidate is concerned from its perspective whenever a new election is waiting. The supervisory board – in agreement with the management board – does not consider it to be pertinent if it is bound by abstract objectives formulated in advance with respect to the selection of a candidate, instead of being able to freely decide on the persons available in their specific decision scenario which it deems to be best suited for the position. For this reason, the supervisory board does not name specific objectives as provided by clause 5.4.1 paragraph 2 GCGC, nor will it determine a regular limit of length of the membership to the supervisory board as recommended by clause 5.4.1, paragraph 2, sentence 1 as of May 5, 2015. Consequently, such objectives will also not be taken into account for the nominations directed at the responsible election bodies and no report will be given about them and the state of their implementation.
Clause 7.1.2 – Financial Reporting and Audit of the Annual Financial Statements
The supervisory board regularly discusses the quarterly and half-year figures with the management board. In terms of lean processes, half-year, quarterly or monthly figures are being made available to the supervisory board but not discussed again with the management board after completing the reports.
Ahrensburg, March 19, 2018
Dr. Dietmar Ley (CEO)
John Jennings (CCO)
Arndt Bake (CMO)
Hardy Mehl (CFO/COO)
Prof. Dr. Eckart Kottkamp
Horst W. Garbrecht
Prof. Dr. Mirja Steinkamp