Corporate Governance
The
Executive Board, acting on behalf of the Supervisory Board as well,
reports on the corporate governance at Symrise in accordance with
Section 3.10 of the German Corporate Governance Code as follows:
Good corporate governance is indispensable for the success of a company. This success also depends on the trust of our business partners, investors, employees, and the public. Confirming and strengthening this trust requires responsible leadership and corporate management and control focused on creating sustainable added value, i.e. “corporate governance.” Symrise therefore welcomes the amended Code of the Government Commission of the German Corporate Governance as available from the Federal Ministry of Justice as published in the official section of its electronic Federal Gazette of July 20, 2007 and will align itself to these international and nationally recognized standards of good corporate governance, also in the future. The Executive Board and Supervisory Board of Symrise AG intend to implement the recommendations of the Code as comprehensively as possible.
Symrise AG is a stock corporation (Aktiengesellschaft) under German law. Accordingly, the company is managed by the Executive Board and Supervisory Board. An intense, ongoing dialog between the two bodies is the foundation for efficient corporate management.
Statement of Compliance
Under § 161 of Germany’s Stock Corporation Act (Aktiengesetz “AktG”), the Executive Board and Supervisory Board of a listed company must issue an annual statement as to whether the company was and is in compliance with the German Corporate Governance Code and which recommendations of the Code were not applied. The Executive Board and Supervisory Board of Symrise AG issued a new statement of compliance pursuant to § 161 AktG on February 29, 2008.
According to the statement, deviations from the Code existed on two points:
1. Contrary to Section 3.8, Paragraph 2, the “Directors’ & Officers” liability insurance that Symrise AG holds for its executives and the members of its management bodies does not include a deductible.
The Executive Board and Supervisory Board are of the opinion that the deductible of D&O insurance, which does not strictly insure against financial losses, is not an adequate means of achieving the objectives of the Code. In any case, willful neglect of duty is exempted from insurance coverage. Members of the Executive Board and Supervisory Board can cover the deductibles with their own insurance policy, thereby negating the actual function of the deductible.
2. Contrary to Section 5.1.2 Paragraph 2, Sentence 3, there is no age limit for members of the Executive Board.
No
age limit was set for Executive Board members because the company
should generally also have access to the expertise of experienced
members. Exclusion based solely on age does not seem wise to the
Executive Board and Supervisory Board, since this could lead to a mere
formality blocking an optimum Executive Board appointment.