|
Declaration by the Management Board and Supervisory Board of
UNITEDLABELS AG in accordance with Section 161 AktG on the German Corporate Governance Code in its version of 26 May 2010.
The Management Board and Supervisory Board of UNITEDLABELS AG declare that the recommendations of the "Government Commission on the German Corporate Governance Code", as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, have been – and are being – complied with. The Management Board and Supervisory Board of UNITEDLABELS AG also intend to follow the recommendations of the Government Commission on the German Corporate Governance Code in the future.
The following recommendations are not being complied with at present:
1. Item 4.2.1:
The Management Board shall consist of more than one person and shall have a chairman or a spokesperson. The rules of procedure shall govern the work of the Management Board, in particular the allocation of duties among individual Management Board members, matters reserved for the Management Board as a whole, and the required majority for Management Board resolutions (unanimity or resolution by majority vote).
These recommendations are not being complied with at present. The Management Board of UNITEDLABELS AG consists of one person. Furthermore, the Supervisory Board considers the appointment of a second Management Board member to be appropriate in principle. A second member of the Management Board shall be appointed when the consolidated annual revenue exceeds €60 million at a level that is sustainable. Provided that at least one additional member of the Management Board is appointed, the Management Board shall be assigned either a chairman or a spokesperson, and shall also be assigned internal regulations for determining the division of duties among the Management Board members and the cooperation between them.
2. Item 4.2.2:
At the proposal of the committee that deals with Management Board contracts, the full Supervisory Board shall determine and regularly review the structure of the Management Board compensation system.
The total compensation of the individual members of the Management Board is determined by the Supervisory Board at an appropriate amount, based on a performance assessment and taking into account any Group emoluments. The criteria for the appropriateness of the remuneration includes in particular the functions of the individual members of the Management Board, their personal performance, the financial position, the success and the future prospects of the Company, as well as the principles of remuneration that usually apply within the Company, taking into account the comparative economic environment and the remuneration structure.
If the Supervisory Board brings in an external remuneration expert to assess the appropriateness of compensation, care should be taken to ensure that they are not affiliated with the Management Board or the Company.
The Management Board consists of one person. The remuneration of the sole director is regularly renegotiated and redetermined in conjunction with the decision relating to the extension of the Management Board contract.
3. Item 5.1.2:
The Supervisory Board shall appoint and dismiss the members of the Management Board. When composing the Management Board, the Supervisory Board must consider diversity. Together with the Supervisory Board, the Management Board shall ensure long-term succession planning. Preparations for the appointment of Management Board members may be delegated by the Supervisory Board to a committee, which shall also determine the conditions of the employment contracts (including remuneration).
For first-time appointments, the maximum possible appointment period of five years should not be the rule. A reappointment prior to one year before the end of the appointment period, under simultaneous termination of the current appointment, shall only take place under special circumstances. An age limit shall be determined for members of the Management Board.
The Management Board currently consists of one person. If, as described under point 2 above (deviation from item 4.2.1 of the Code), the Supervisory Board extends the Management Board, it must consider diversity in the composition of the Management Board.
4. Item 5.3.1:
The Supervisory Board shall form depending on the specifics of the company and the number of members of expert committees. They serve to increase the efficiency of the Supervisory Board's work and the handling of complex issues. The respective committee chairmen report regularly to the Supervisory Board on the work of the committees.
The Supervisory Board consists of only three members. He has formed an audit committee. The need for more qualified committees to increase the efficiency of the work of the Supervisory Board sees in relation to the company and its specific features with regard to the fact that it consists of only three people do not.
5. Item 5.3.3:
The Supervisory Board shall form a nomination committee composed exclusively of shareholder representatives, which proposes suitable candidates to the Supervisory Board for recommendation by the latter to the Annual General Meeting.
The Supervisory Board only consists of three members. These are elected exclusively by the shareholders.
The Supervisory Board thus does not consider the implementation of such a nomination committee to be necessary.
6. Item 5.4.1:
The supervisory board is put together so that its members have a total of the order to properly perform the required knowledge, skills and professional experience.
The Supervisory Board shall nominate for his composition of concrete objectives to be taken into account with respect to the company's specific situation, the international activities of the company, potential conflicts of interest, an age limit for Supervisory Board members and diversity (diversity). These targets should include, in particular an equitable representation of women.
Proposals of the Supervisory Board to the competent electoral bodies should take account of these goals. To the objectives of the Supervisory Board and the status of implementation of the Corporate Governance Report will be published.
The members of the Supervisory Board take the necessary tasks for their education and training exercise on their own responsibility. They should be adequately supported by the company.
Second paragraphs and 3 This recommendation is not complied with the reporting year 2011. The composition of the Supervisory Board shall be oriented in the company's interest and must ensure the effective monitoring and advising the Board. The candidates for election at the Annual General Meeting elects the Board, therefore, entirely made by professional and personal skills and experience, other features such as sex or national affiliation were and are for this election proposals on equity grounds without significance. In addition to these selection criteria considers the United Labels AG, the second paragraph in section 5.4.1 of the Code mentioned aspects of the question of which board candidates and candidates, the meeting will be proposed for election, even though, for being taken into and the Board will include it at the time of their election proposals under consideration is then given company-specific situation in his decision, however, is the designation specific targets currently held to be unnecessary.
Accordingly, the recommendations are not considered to be associated with the naming of the target follow-up in Section 5.4.1 para 3 of the Code.
Since issuing the last declaration of December 2010 the company paid the Code, as amended, 26 May 2010 with the stated in the Declaration of deviations from the recommendations set out in paragraphs 3.8., 4.2.1, 4.2.2, 5.1.2. Met, 5.3.1, 5.3.3 and 5.4.1.
Münster, in December 2010
 
Der Vorstand Der Aufsichtsrat |
