Corporate Governance Declaration 2008
Declaration of conformity according to § 161 German Stock Corporation Act (AktG) with regard to the observance of the German Corporate Governance Code by United Internet AG
In 2001 the German government established a commission in order to develop a German Corporate Governance Code. This Code was presented on February 26, 2002. On June 14, 2007, the sixth version of the German Corporate Governance Code was completed and published by the Federal Ministry of Justice on July 20, 2007 in the government's electronic Federal Gazette.
The Code contains three types of standard:
- regulations describing currently valid legal standards in Germany,
- recommendations,
- suggestions.
German corporations are obliged to observe the legal regulations. Section 161 of the German Stock Corporation Act requires listed companies to publish an annual declaration as to the observance of the recommendations. Companies are allowed to deviate from the suggestions without the need for declaration.
The Corporate Governance principles of United Internet AG listed below are anchored in the company¹s statutes (including its articles and rules of procedure) and as such determine our current and future behavior. These principles conform with the recommendations of the German Corporate Governance Code, in the version dated June 14, 2007, with the following exceptions:
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Deductibles in the case of D&O insurance policies
Should a company take out a so-called D&O insurance policy (directors and officers' liability insurance) for its Management Board and Supervisory Board, the German Corporate Governance Code recommends that a suitable deductible be agreed.
United Internet AG does not have any arrangement for deductibles. United Internet AG does not plan to change its current D&O policies.
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Committees
The German Corporate Governance Code recommends that the Supervisory Board set up an Audit Committee which, in particular, should handle issues of accounting, risk management, 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 German Corporate Governance Code also recommends that the Supervisory Board set up a Nomination Committee, which should comprise only representatives of the shareholders and should suggest suitable candidates to the Supervisory Board for its election proposals at the Annual Shareholders' Meeting.
The Supervisory Board of United Internet AG currently consists of three members: in addition to their other duties, the members also deal as a group with the above-mentioned topics. The Supervisory Board's rules of procedure state that committees should only be formed if there are more than three members of the Supervisory Board.
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Compensation of Supervisory Board members
The German Corporate Governance Code recommends that the compensation of Supervisory Board members should also take into account the exercising of the Chair and Deputy Chair positions in the Supervisory Board as well as the chair and membership in committees.
In the case of United Internet only the Chair position in the Supervisory Board is considered - as long as the Supervisory Board consists of no more than three members and no committees are formed.
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Publication of reports
The German Corporate Governance Code recommends that the consolidated financial statements should be published 90 days after the end of the reporting period.
As previously announced in our financial calendar for 2008, United Internet will not publish its consolidated financial statements for fiscal year 2007 until April 4, 2008.
