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ePaper created 2014-04-29, 17:58:02 | version 1.30.00
Declaration of conformity In November 2013, the Executive and Supervisory Boards of the Company jointly submitted their updated declaration of conform- ity with the recommendations of the Government Commission on the German Corporate Governance Code for financial year 2013 in accordance with section 161 of the Aktiengesetz (AktG – German Public Companies Act). The declaration was made perma- nently available to the public on the Company’s website at www.deutsche-euroshop.de. Joint declaration by the Executive and Supervisory Boards of Deutsche EuroShop AG relating to the recommendations of the Government Commission on the German Corporate Governance Code in accordance with section 161 AktG The Executive Board and the Supervisory Board of Deutsche EuroShop AG declare that the Company has complied with, and will continue to comply with, the recommendations of the Government Commission on the German Corporate Governance Code (as published by the German Federal Ministry of Justice in the official section of the electronic German Federal Gazette (Bun- desanzeiger) on 4 July 2003, and as amended on 13 May 2013), subject to a limited number of exceptions as indicated below: • The existing D&O insurance policy taken out for the Supervisory Board does not provide for any deductible (Code Section 3.8). The Executive and Supervisory Boards of Deutsche EuroShop AG have acted in a responsible manner, managing and supervising the Company in line with the principles of creating enterprise value ever since the Company was established, preceding the official introduction of corporate governance guidelines. The Company therefore takes the view that the agreement of a deductible is not necessary, in particular as this has no effect on the level of the insurance premium. • The Supervisory Board did not select a senior management team for a comparison of compensation (Code Section 4.2.2). Since the staff of Deutsche EuroShop AG consists of just four people, a differentiation between these and a senior management team would not be meaningful. In this respect, only the relationship between the compensation paid to the Executive Board and that paid to the overall staff can be considered by the Supervisory Board. • There is no stipulated age limit for members of the Executive Board (Code Section 5.1.2). The Supervisory Board believes that professional qualifications and skills represent the key criteria for members of the Executive Board. An age limit could force the retirement of a suitably qualified and successful Executive Board member. • There is no stipulated age limit for members of the Supervisory Board (Code Section 5.4.1). The Supervisory Board believes that professional qualifications and skills represent the key criteria for members of the Supervisory Board. An age limit could force the retirement of a suitably qualified and successful Supervisory Board mem- ber. Therefore, there is no stipulated age limit, though members should not be much older than 70 years of age. • The remuneration of the Supervisory Board does not include any performance-based elements (Code Section 5.4.6). The Company believes that fixed remuneration for members of the Supervisory Board best reflects the Company’s busi- ness model. The selection of shopping centers to be acquired and held and the quality of long-term leases represent the key factors determining the Company’s long-term success. • The consolidated financial statements are published within 120 days of the end of the financial year (Code Section 7.1.2). It is important to the Company to publish audited financial statements that have been approved by the Supervisory Board. An earlier publication date is not feasible due to the schedules for the preparation, auditing and adoption of the financial statements. Unaudited data of relevance to the capital market is published in advance. Hamburg, 28 November 2013 The Executive Board and the Supervisory Board Deutsche EuroShop AG DEUTSCHEEUROSHOPGESCHÄFTSBERICHT2013/INVESTORRELATIONS 116116