Declaration of conformity in accordance with section 161 of the Aktiengesetz
The Managing Board and Supervisory Board of Sixt Aktiengesellschaft declare that:
The recommendations of the 'Government Commission on the German Corporate Governance Code' in the version dated 18 June 2009 (following ‘Code’) announced by the Federal Ministry of Justice in the official section of the electronic Bundesanzeiger (Federal Gazette) have been and will be complied with, with the following exceptions:
- To the extent that Sixt Aktiengesellschaft’s D&O Policy provides insurance cover, there is no deductible for members of the Managing Board for the period until 30 June 2010 and the period thereafter for members of the Supervisory Board (Section 3.8 of the Code). Sixt Aktiengesellschaft is of the opinion that a deductible would neither improve the motivation nor the sense of responsibility of the members of its Management, especially considering that members of the Management would be able to take out private insurance to cover any potential deductible.
- In accordance with Section 4.2.3, Paragraph 4 of the Code, when concluding employment contracts with members of the Management it shall be agreed that in the case of early termination without cause, compensation paid to the member of the Management shall not exceed the value of two annual salaries, including ancillary components (compensation cap). Sixt Aktiengesellschaft has not stipulated a compensation cap in employment contracts for members of the Managing Board. In view of the fact that employment contracts for members of the Managing Board cannot be terminated early without cause by only one contracting party, a compensation cap in the case of an early termination of an employment contract for a member of the Managing Board cannot be stipulated.
- The key features of the remuneration system for members of the Managing Board and the concrete stock option plan are explained in more detail in the Annual Report. The compensation of the Managing Board and members of the management is disclosed in the Notes to the Consolidated Financial Statements and is divided into a fixed salary, performance-related components and long-term incentives. No individualised breakdown of the disclosures is given according to a resolution passed at the Annual General Meeting dated 14 July 2005, as Sixt Aktiengesellschaft considers that an individual disclosure would too strongly infringe the private sphere of the members of the Managing Board. Accordingly, no compensation report is prepared and the value of stock option plans is not indicated (section 4.2.5 of the Code).
- The Supervisory Board specifies age limits on a case-by-case basis when appointing members of the Managing Board (section 5.1.2 of the Code), as in the opinion of the Supervisory Board, specifying a general age limit would restrict the overall choice and therefore not be within the interest of Sixt Aktiengesellschaft.
- Since, in accordance with the Articles of Association, the Supervisory Board of Sixt Aktiengesellschaft consists of three people, no committees were formed (sections 5.3.1 to 5.3.3 of the Code).
- According to the German Companies Act only the Supervisory Board is responsible for the voting. Therefore proposals for the vote of the Chairman of the Supervisory Board are not announced to the shareholders (section 5.4.3 of the Code).
- The compensation of members of the Supervisory Board comprises fixed components only. The aggregate amount is disclosed in the Consolidated Financial Statements (section 5.4.6 of the Code). Compensation for members of the Supervisory Board is stipulated in the Articles of Association. It does not provide for any performance-related components.
- Sixt Aktiengesellschaft will disclose all price-sensitive information to analysts and all shareholders (section 6.3 of the Code). In the opinion of Sixt Aktiengesellschaft, shareholders’ interest to receive information would not be benefitted by disclosing to them all facts unrelated to market prices, which are disclosed to financial analysts and similar recipients.
- The Consolidated Financial Statements are published within the statutory periods. In the opinion of Sixt Aktiengesellschaft, compliance with the publication deadlines stipulated in Section 7.1.2, Paragraph 4 of the Code is not within the interests of investors, creditors, employees and the general public.
Pullach, December 2009