German Panel on Corporate Governance

Corporate Governance Rules

for

Quoted German Companies

January 2000
 German Panel on Corporate Governance *

Code of Best Practice

for
German Corporate Governance

I. General questions of Corporate Governance

The purpose of Corporate Governance is to achieve a responsible, value-ori-

ented management and control of companies. Corporate Governance Rules
promote and reinforce the confidence of current and future shareholders, lend-
ers, employees, business partners and the general public in national and inter-
national markets. The Supervisory Board, Management Board and Executive
Staff of the Company identify themselves with these Rules and are contractually
bound by them. They are part of the general obligation to observe other inter-
ests related to the corporate activity.

The Rules of the Code serve as general guidelines for Corporate Governance
for quoted German companies. Quoted companies are all enterprises whose
shares are officially listed on a German stock exchange or traded over-the-
counter. The Rules, their acceptance, implementation and respective adjust-
ments to the specifics of the individual Company shall be communicated in the
Annual Report.

Due to the various legal systems, institutional parameters and traditions, there
is presently no internationally accepted universal model for Corporate Govern-
ance. The parameters for the Code are provided by codified law and leading
cases, generally accepted national and international codes of good conduct and
market practice. They include the directly relevant provisions of company and
group law, in particular, the law governing stock corporations, financial ac-
counting, banking supervision and the capital market as well as the Company's
Memorandum and Articles of Association. From these derive the provisions,
some of them detailed, with regard to the responsibilities and duties of the gov-
erning bodies: Supervisory Board (§§ 95-116 German Stock Corporation Act),
Management Board (§§ 76-94 German Stock Corporation Act) and General
Meeting (§§ 118-147 German Stock Corporation Act) as well as the code of
conduct of the members of the governing bodies.

The essential points of the OECD Principles for Corporate Governance of May
1999 are covered as follows:

Protection of Shareholders' rights: Following the introduction of the German Act

on Corporate Control and Transparency (KonTraG) in 1998, there are adequate
provisions safeguarding the rights of shareholders through the comprehensive
mandatory rules under the German Stock Corporation Act. In particular, the fol-
lowing OECD points are covered by mandatory law (§ 23 German Stock Corpo-
ration Act):
____________________________
* Members: Prof. Dr. Theodor Baums, Prof. Dr. Dieter Feddersen, Ulrich Hartmann,
Robert Koehler, Ulrich Hocker, Prof Dr. Rolf Nonnenmacher,
Prof. Dr. Rüdiger von Rosen, Kim Schindelhauer, Prof. Dr. Uwe H. Schneider,
Christian Strenger
.../2
 -2-

• full voting right for each ordinary share (§ 12 German Stock Corporation
Act)
• no impediments with regard to ownership or registration (§ 67 German
Stock Corporation Act)
• transferability of shares at any time (§ 68 German Stock Corporation Act)
• participation, proxy and exercise of voting rights at General Meetings (§
134 German Stock Corporation Act)
• election of members of the Supervisory Board (§ 101 German Stock Corpo-
ration Act)
• participation in company profits (§ 58 German Stock Corporation Act).

These points are mandatorily covered by German Law (§ 23 German Stock

Corporation Act).

An authorization to increase the share capital with exclusion of shareholder

participation rights in order to pursue either an acquisition or a share placement
near the prevailing market price will only be exercised by the Management
Board if the share capital increase does not exceed 10 % of the then existing
share capital. In this calculation the re-utilization of any repurchased shares will
be included.

Equal treatment of shareholders: The 'Equal treatment of shareholders' stipu-

lated by the OECD is also in place for German companies. The precautionary
measures against insider trading, self-dealing and disclosure of any personal
interests in transactions or matters are extended beyond the legal requirements
by the subsequent points 'II. Management Board' and 'III. Supervisory Board'.

Until the enactment of the German Takeover Law, the voluntary Takeover Code
of the Capital Markets Expert Commission of the German Ministry of Finance
applies. This Code is accepted by the Company.
In the case of repurchase of own shares according to § 71, subparagraph 1,
No. 8 German Stock Corporation Act, the Company shall observe the principle
of equal treatment of all shareholders.

Disclosure and transparency: The point 'Disclosure and transparency' of the

OECD Principles is generally covered by law for German companies through
the corresponding provisions on the obligation to provide and enclose informa-
tion (§§ 20 - 22, 160, 328 German Stock Corporation Act; §§ 15, 25 German
Securities Trading Act; §§ 285, 325 ff German Commercial Code; §§ 35, 39
German Antitrust Act; § 24 German Banking Act). In addition, the Management
Board shall regularly and with due regard to equal treatment of all shareholders
('Fair Disclosure') report on all Company matters through Annual and Interim
Reports, 'ad hoc' communications, analyst and press conferences. The OECD
information requirements are covered by these publicity undertakings.

The Company shall adopt an accounting standard that is suitable for interna-
tional comparison purposes.

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As the Management Board and Supervisory Board of German companies have the
decisive functions for Corporate Governance, the relevant points are dealt with in
detail below:

II. Management Board

1.) Responsibilities and duties

a) In the management of the Company, the Management Board is bound

by Corporate interest, Company policy and the Group's guidelines as
well as the basic principles of proper management (§ 76 German Stock
Corporation Act).

b) The Management Board develops, in consultation with the Supervisory

Board, the strategy for the Group and is responsible for its implementa-
tion.

c) The Management Board is responsible for ensuring compliance with

legal provisions within the Group and to ensure their observation by
Group companies.

2.) Information and disclosure requirements

a) The Management Board will publish without delay any new facts arising
in the sphere of the Company's activities which are not yet publicly
known and, due to their impact on their financial position of the Com-
pany or its general course of business, are likely to impact significantly
on the price of the Company's listed securities (§ 15 German Securities
Trading Act).
As part of its regular communication efforts, the dates of major regular
publications (such as annual and quarterly reports, General Meetings)
shall be published in a 'Financial Calendar' (at least one year) in ad-
vance.
The information published by the company shall also be available in the
'Internet'. This is to include the invitation to General Meetings, their
agenda as well as shareholder initiatives and management comments
hereto as well as voting results of such meetings. If possible, all publi-
cations are provided in the English language.

b) The company shall pursue the principle of equal treatment of all share-
holders in the matter of information dissemination.

c) The regular financial reporting (annual and quarterly reports) will be

timely. The quarterly reports contain segment reporting as well as re-
sults per share.

d) The Management Board shall inform the Supervisory Board on a regu-

lar basis, in good time and comprehensively about all relevant matters
regarding business development, risk exposure and risk management
of the company and major group subsidiaries.

e) Should the business trend or risk exposure of the Group change sig-
nificantly against plan, the Management Board must immediately in-
form the Supervisory Board through its Chairman, who will call an ex-
traordinary Supervisory Board meeting if so indicated.
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f) The Management Board shall list in the Notes to the Company Ac-
counts the corporations in which the Company holds a minimum of
10% of the share capital. Exempt from this are participations that are of
immaterial importance for the Company's asset, financial and profit
situation.
Equally, any existing mutual shareholdings and any shareholdings in
the Company which have been notified by third parties as well as the
owner(s) of such shareholdings must be reported in the Notes to the
Accounts.

g) As soon as the Company is notified (§ 25 German Securities Trading

Act), or becomes otherwise aware that another party has obtained, ex-
ceeds or no longer holds 5, 10, 25, 50 or 75% of the voting rights in the
Company, this will immediately be published by the Management
Board.

h) In the Notes to the Company Accounts details with regard to the Man-
agement Board's interest in shares of the Company (including any ex-
isting option rights) and their changes in relation to the previous year
have to be published.

3.) Remuneration

a) The remuneration of the Management Board and the Executive Staff

shall include sufficient motivation to ensure long-term corporate value
creation. This includes share option programmes and performance-re-
lated incentives related to the share price development and the con-
tinuing success of the company. In connection with the granting of
share options and similar rights to members of the Management Board
and the executive staff the following points shall be observed:

The initial exercise of the rights arising from share option programmes
shall not be possible before two years since the grant. To document the
incentive character as well as to balance the surrender of the subscrip-
tion right by the shareholders, the exercise shall depend on achieving
or exceeding relevant and transparent benchmarks (e.g. the develop-
ment of an industry index).

The structure, total amount, exercise prices and exercise periods as

well as the allocations of share options and similar rights in the report-
ing period shall be published in the Notes to the Company Accounts,
separately by members of the Management Board and Executive Staff.
To ensure compliance with insider laws, suitable precautions like
closed periods of time are implemented.

b) The fixed and variable remuneration elements of the Management

Board shall be detailed in the Annual Report.

4.) Rules governing conflicts of interest and own-account transactions

a) In the running of the management of the company, the Management

Board members must not pursue any own interest that could be in con-
flict with the interest of the Company.

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b) Members of the Management Board must disclose to the Supervisory

Board material personal interests in transactions of the Company and
Group companies as well as other conflicts of interest. They must also
inform their Management Board colleagues.

c) All transactions between the Company or any Group company and

Management Board members as well as associated persons or com-
panies must comply with normal industry standards. The transactions
and the terms and conditions thereof must be approved in advance by
the Supervisory Board. They may not run counter to the interests of the
Company or any Group company. The granting of loans to Manage-
ment Board members must be approved by the Supervisory Board with
advance notice to the Management Board. In all such transactions, the
Company shall be represented by the Supervisory Board.

d) Management Board members and senior Group executives may not

exploit business opportunities available to the Company or Group com-
panies for themselves or for the benefit of associated persons or com-
panies.

e) Management Board members and senior Group executives are also

prohibited from conducting transactions, conflicting with the interests of
the Company or any Group company, for themselves or for associated
persons. This prohibition also extends beyond their business duties.
Management Board members must disclose to the whole Management
Board transactions (except daily life transactions) among themselves or
with Supervisory Board members or senior Group executives. The
transactions require the approval of the Supervisory Board.

f) Management Board members and senior Group executives are during

their employment subject to a comprehensive prohibition of competition
(Members of the Management Board: § 88 German Stock Corporation
Act).

g) Any other activities of Management Board members, in particular the

acceptance of Supervisory Board appointments, require the approval of
the Supervisory Board. Any other activities of senior Group executives
require the approval of the Management Board.

h) The purchase and sale of Company shares, options or other share de-
rivatives by members of the Management Board and senior Group ex-
ecutives are subject to special rules. It is generally welcomed that the
Management Board and senior Group executives document their iden-
tification with the Company through a shareholder status.

However, they should refrain from frequent transactions and counter

transactions which aim to achieve very short term gains (speculative
deals). Appropriate measures such as closed periods for the purchase
or sale of shares should ensure the observation of the provisions of the
insider laws. The Management Board shall ensure the compliance
through a Compliance Officer that shall report to the Supervisory Board
at least once a year.

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i) Management Board members and Group employees may in connec-

tion with their activity neither request nor receive gifts or other advan-
tages for themselves or third parties, if this could jeopardize the inter-
ests of the Group or the interests of customers.

III. Supervisory Board

1.) Composition

a) The proposals for election of Supervisory Board members to the Gen-

eral Meeting shall ensure that the proposed candidates have both the
required knowledge and skills as well as the relevant professional ex-
perience. To ensure efficiency, regard will be given to size and compo-
sition of the Supervisory Board. Board Members must make sufficient
time available to exercise their activity in a diligent manner.

b) The Supervisory Board shall ensure independent advice and monitor-

ing of the Management Board through a sufficient number of independ-
ent persons who have no current or former business association with
the Group. This shall also be taken into consideration for the composi-
tion of the Supervisory Board committees. The proposal for election to
the Supervisory Board shall not include as a matter of course the elec-
tion of retiring Management Board members.

c) If a member of the Supervisory Board does not participate personally in

more than half of the Board Meetings of any given fiscal year, this has
to be notified in the Annual Report.

d) The remuneration of the Supervisory Board shall appropriately reflect

the responsibility, the work performed and the increase in the corporate
value. The total remuneration shall be listed in the Notes to the Com-
pany Accounts.

e) The Notes to the Company Accounts shall contain details of the share-
ownership (including existing option rights) of the Supervisory Board
members and their changes in relation to the previous year.

2.) Responsibilities and duties

a) The Supervisory Board advises the Management Board on a regular

basis regarding the management of the Company and the Group and
monitors the achievement of the long term corporate goals (monitoring:
§ 111 German Stock Corporation Act). The Supervisory Board appoints
the members of the Management Board and ensures an orderly long-
term succession planning (§ 84 German Stock Corporation Act).

b) The Supervisory Board can subject certain transactions to its approval

(§111 German Stock Corporation Act). This refers in particular to in-
vestment projects, loans, the establishment of subsidiaries as well as
the acquisition or disposal of shareholdings above a certain size.

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c) The members are bound to confidentiality with regard to all specific in-
formation and company secrets.

d) The Supervisory Board issues its own Standing Rules and stipulates
the information and reporting duties of the Management Board.

e) The Supervisory Board mandates the Auditors to audit the Company

and the Group annual accounts (§111 German Stock Corporation Act).
Particular regard shall be given to:

• that the mandated Auditor has not achieved during the last five
years with the Audit and advice of the Company (or with corpora-
tions where the Company is a shareholder with more than 20%)
more than 30% of his total revenue. This should also not be ex-
pected for the current fiscal year,

• that no auditor is employed in the Audit that has issued the audi-
tors' confirmation for the Annual Accounts or Group Accounts in
more than 6 instances in the 10 years preceding the audit,

• that no conflicts of interest exist for the Auditor.

All members of the Supervisory Board shall receive the Audit Reports
in good time before the pertinent Supervisory Board meetings (§ 170
German Stock Corporation Act). Audit related meetings shall be held in
the presence of the Auditors (§ 171 German Stock Corporation Act).

f) Contracts, in particular consulting contracts of the company with mem-

bers of Supervisory Board require the approval of Supervisory Board
(except every day transactions).

g) The Supervisory Board shall receive regularly (at least annually) a re-
port by the Management Board with regard to donations exceeding an
amount determined by the Supervisory Board.

3.) Establishment of Committees

The Supervisory Board shall establish in line with its Standing Rules vari-
ous committees to deal with complex business matters. With regard to the
composition of such committees, the Supervisory Board shall ensure the
requisite professional experience. Incorporation and duties of committees
are subject to the specific circumstances and the size of the Company. The
following committees could be instituted:

• General Committee: The General Committee shall advise the Man-

agement Board and prepare the decisions to be taken by the Super-
visory Board. The General Committee deals with general policy matters
for the Group. It discusses the strategy and planning for the Group and
its business segments submitted by the Management Board on the ba-
sis of different scenarios and their feasibility. The General Committee
assesses the internal state of the Group with regard to its operating
strength, efficiency and potential to achieve the formulated targets. It
reviews the Corporate Governance Rules and their compliance on a
regular basis (generally once a year).
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• Accounts and Audit Committee: The Accounts and Audit Committee

is responsible for matters pertaining to the accounting and auditing for
the Company and the Group. The Committee evaluates the Auditor's
reports and reports to the Supervisory Board on its assessment of the
comments in the audit report, particularly with regard to the future de-
velopment of the Group. It verifies the Management Board's assump-
tions on the budget figures for the Group and its business segments.
Important other documents issued to shareholders shall be presented
before publication to the Committee.

The tasks of the Accounts and Audit Committee regularly comprise:

- the preparation of the selection of the Auditor, the determination of

major auditing issues, even if exceeding the legally required points
and content of the Audit, as well as the determination of the Audi-
tors' fee,

- the preparation of the audit of the Annual and Group Accounts by

the Supervisory Board, including the relevant business reports on
the basis of the results of the audit and additional points raised by
the Auditor,

- the preparation of a report by the Management Board with regard

to corporate donations exceeding an amount determined by the
Supervisory Board,

and, if applicable,

- the discussion of partial auditing results during the year (e.g. of the
internal control system),

- the discussion of Interim Accounts and the results of any audits

performed therefor.

• Personnel Committee: The Personnel Committee deals with the per-

sonnel issues of the Management Board (including its succession
planning). The Personnel Committee shall recommend with regard to
the content of the employment contracts of the Management Board in-
cluding their remuneration. In addition, the Committee is responsible for
the approval of paid for outside company work by members of the Man-
agement Board. The granting of loans to members of the Management
Board and the Supervisory Board shall also be dealt with by the Com-
mittee.

• Nomination Committee: The Nomination Committee is in charge of

the composition, size and balance of the Supervisory Board and the
proposals for election to the General Meeting.

• Market- and Credit Risk Committee: This Committee supervises the

handling of market risks and credit matters of the Group. It handles
loans and other transactions requiring its approval and is informed of
loans requiring its notification. For urgent matters, decisions can be
delegated to nominated Committee members.
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• Mediation Committee: German Stock companies that are subject to

codetermination by law, are legally required to establish a Mediation
Committee (§ 27 subpara 3 Co Determination Act of 1976). This Com-
mittee delivers proposals for the appointment of Management Board
members if the required two thirds majority for the appointment or ter-
mination of Management Board members has not been achieved.

4.) Rules governing conflicts of interest and own-account transactions

a) The Supervisory Board members must disclose any conflicts of interest

to the Chairman of the Supervisory Board or his deputy unless they re-
tire for cause. In the event of conflicts of interests, the Chairman of the
Supervisory Board or his deputy shall decide to whom the information
should be forwarded and whether the member of the Supervisory
Board in question shall participate in meetings.

b) In their decisions Supervisory Board members must not pursue their

own interests or those of associated persons or companies, which are
in conflict with the interests of the Company or any Group company.
They may not pursue for their own benefit business available to the
Company or its Group companies. In the event of possible conflicts of
interest, the interests of the Company and its Group companies must
take priority and the Supervisory Board members concerned must ab-
stain from voting.

c) All transactions between the Company, any Group company and Su-
pervisory Board members as well as associated persons or companies
must comply with normal industry standards. The transactions (except:
daily life transactions) and their terms must be approved in advance by
the Supervisory Board. They may not run counter to the interests of the
Company or any Group company.

d) The granting of loans to Supervisory Board members by the Company

or Group companies require the agreement of the Management Board
and the Supervisory Board.

e) Supervisory Board members may, in conjunction with their activity,

neither request nor receive gifts or other advantages for themselves or
third parties, if this could jeopardize the interests of the Group or cus-
tomers.

Frankfurt, January 2000