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)
On 22 October 2008 the management and supervisory boards issued a declaration of compliance with the recommendations of the Government Commission on the German Corporate Governance Code (CGC) pursuant to Article 161 of the German Stock Corporation Act and have made it accessible at all times here. The declaration of compliance states the following: "Since its last declaration of compliance on 25 September 2007, 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 14 June 2007, and with the version of the code of 6 June 2008 since it went into effect on 8 August 2008, with the exception of the following deviation and will continue to do this in future with the exception of the following noncomformance:
- 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. At the general shareholders’ meeting on 16 January 2007, HanseYachts’ shareholders passed a resolution valid for five years."
- 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 in No. 5.1.2., Paragraph 2, Sentence 3, and No. 5.4.1., Sentence 2 of the GCGC have 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.
- The recommendations in No. 5.4.7. of the Code have not been observed in the past as performance-based remuneration for members of the supervisory board first went into effect by means of a resolution at the general shareholders’ meeting on 30 January 2008. In future HanseYachts AG will comply with the recommendations contained in No. 5.4.7. of the Code.
Greifswald, 22. October 2008
For the supervisory boards For the management
Dirk Borgwardt Michael Schmidt