Declaration of compliance 2011

The identical declarations of the Executive Board dated February 16, 2011 and of the Supervisory Board dated March 1, 2011 in accordance with article 161 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:

"Since issuing the latest declarations of compliance of the Executive Board (March 2, 2011) and of the Supervisory Board (March 5, 2010), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as amended on June 18, 2009 or respectively since its validity as amended on May 26, 2010, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated July 2, 2010, subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.

2. Contrary to section 4.2.3, clause 3 of the CGC, Executive Board member Dr. Bickel, who left the company on December 31, 2010, only received a fixed salary and no variable compensation component. The company did not consider a variable compensation component to be appropriate since Dr. Bickel's appointment to the Executive Board was for a fixed term right from the start. In KUKA Aktiengesellschaft's view, a variable compensation component for an assignment of such short duration will not produce any meaningful long-term incentive.

3. Contrary to section 4.2.3, clause 11 of the CGC, the contract of former Executive Board member Dr. Bickel did not include a severance cap. The company did not consider it necessary to include a severance cap in Dr. Bickel's employment contract because of the limited duration of the contract. Neither did the company initially consider it necessary to include a severance cap in Executive Board member Dr. Reuter's employment contract, because his appointment to the position of CEO was initially limited until April 25, 2010 in accordance with article 105, para. 2 of the German Stock Corporation Act.

4. Contrary to section 5.4.6, clause 4 of the CGC, the members of the Supervisory Board only receive a fixe compensation. After examining various compensation models, the Supervisory Board members unanimously agreed that only a fixed compensation model is appropriate for the Supervisory Board if it is to be ensured that it properly executes its monitoring duties and maintains the necessary independence and neutrality thereof.

KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."

Augsburg, March 2011
 
KUKA Aktiengesellschaft
 
The Executive Board      The Supervisory Board

 

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