Declaration of the Executive Committee and the Supervisory Board of HanseYachts AG
regarding the recommendations of the
"Regierungskommission Deutscher Corporate Governance Kodex"
("Governmental commission of the German Corporate Governance Codex")
according to § 161 AktG (Companies Act)
Since its last declaration of compliance on 22 October 2008, the HanseYachts AG has complied, and will continue to comply, with the recommendations of the Government Commission on the German CGC in the version of 06 June 2008, and since it went into effect on 5 August 2009, with the Code version of 18 June 2009, with the exception of the following deviations and will continue to do this in future with the exception of the following non-conformance:
- There was compliance with the recommendations under Section 3.8 of the German CGC (Deductible in the D&O Insurance) in the version of the Code in effect at the time the contracts were concluded. The version of the Code currently in effect calls for a higher deductible for members of the supervisory board. HanseYachts AG plans to amend the current D&O insurance contracts with respect to deductibles for D&O members within the time frame given in Art. 93, Para. 2 AktG new version in conjunction with Art. 23, Para. 1. EG-AktG.
- There was compliance with the recommendations in No. 4.2.3. of the Code (Compensation when a member of the management board leaves HanseYachts AG in case of a change of control) in the version in effect at the time the contract was concluded. The version of the Code in effect at the time calls for a limit on said compensation in case of a change of control of 150 % of maximum compensation (Compensation Cap). In future HanseYachts AG will comply with the recommendations in No. 4.2.3 of the Code.
- The recommendations under sections 4.2.4 and 4.2.5 of the Code have not and will not be applied as remuneration for the management board is not disclosed for individual members of the management board. At the general shareholders’ meeting on 16 January 2007, HanseYachts’ shareholders passed a corresponding resolution valid for five years.
- Compliance with the recommendations in No. 5.1.2., Paragraph 2, Sentence 3, and No. 5.4.1., Sentence 2 of the GCGC has not been observed and will not be observed in future in so far as an age limit for members of the management and supervisory boards should be fixed. A generalised age limit does not represent a suitable criterion for quality in the opinion of HanseYachts AG and would unnecessarily restrict the search for particularly qualified and experienced candidates. Moreover, the present age structure of the directors and officers (D&O) would not make fixing such an age limit imperative.
Greifswald, 26. October 2009
For the supervisory board For the management
Dirk Borgwardt Udo Potthast