Our Executive and Supervisory boards identify with the aims of the German Corporate Governance Code, promoting responsible and transparent management and control, focused on sustainable growth of our equity value.
The Executive and Supervisory boards of Symrise AG follow the recommendations of the German Corporate Governance Code in its currently effective version.
Please find consecutively our current and previous compliance statements.
Declaration of Compliance November 2023 pursuant to section 161 of the German Stock Corporate Act (AktG) as regards the German Corporate Governance Code (Deutscher Corporate Governance Kodex)
In accordance with section 161 of the Stock Corporation Act (AktG), the Executive Committee and Supervisory Board of a listed company are obliged to declare - on an annual basis - that the recommendations of the German Corporate Governance Code, (Deutscher Corporate Governance Kodex), as amended, have been and are being complied with, or which of the Code’s recommendations are not being applied and the reasons therefor.
Text of declaration
Based on their deliberations, the Executive Committee and the Supervisory Board of Symrise AG issued a new declaration of compliance pursuant to section 161 AktG on 29 November 2023. The statement reads as follows:
“In accordance with section 161 of the German Stock Corporation Act (AktG), the Executive Committee and Supervisory Board of Symrise AG declare:
Since 27 June 2022, Symrise AG has complied with all recommendations of the Government Commission German Corporate Governance Code (Deutscher Corporate Governance Kodex) in the version published by the Federal Ministry of Justice and Consumer Protection in the official part of the Federal Gazette on 27 June 2022 17 May 2022 (hereinafter referred as the “Code 2022”) and intends to do so in the future.“
Supervisory Board and Executive Committee
Symrise AG
Declaration of Compliance November 2022 in accordance with section 161 of the German Companies Act (AKTG) as regards the Deutscher Corporate Governance Kodex (German Corporate Governance Code)
In accordance with section 161 of the German Companies Act, the management board and the supervisory board of a listed company are obliged to declare – on an annual basis – that the recommendations of the Deutscher Corporate Governance Kodex (German Corporate Governance Code), as amended, have been and are being complied with, or which of the Code’s recommendations are not being applied and the reasons therefor.
Wording of the declaration
Based on their discussions, the management board and the supervisory board of Symrise AG issued a new declaration of compliance in accordance with section 161 of the German Companies Act (AktG) on 30 November 2022. The declaration is worded as follows:
“The management board and the supervisory board of Symrise AG issue the following declaration in accordance with section 161 of the German Companies Act:
Since 1 December 2021, Symrise AG has complied with all recommendations of the Regierungskommission Deutscher Corporate Governance Kodex of 16 December 2019, as amended, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 20 March 2020 (hereinafter referred to as the"Code 2020”). Since 27 June 2022, Symrise AG has complied with all recommendations of the Regierungskommission Deutscher Corporate Governance Kodex of 28 April 2022, as amended, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 27 June 2022 (hereinafter referred to as the “Code 2022”) and and will continue to do so in the future.”
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2021 in accordance with section 161 of the German Companies Act (AKTG) as regards the Deutscher Corporate Governance Kodex (German Corporate Governance Code)
In accordance with section 161 of the German Companies Act, the management board and the supervisory board of a listed company are obliged to declare – on an annual basis – that the recommendations of the Deutscher Corporate Governance Kodex (German Corporate Governance Code), as amended, have been and are being complied with, or which of the Code’s recommendations are not being applied and the reasons therefor.
Wording of the declaration
Based on their discussions, the management board and the supervisory board of Symrise AG issued a new declaration of compliance in accordance with section 161 of the German Companies Act on 1 December 2021. The wording of the declaration is as follows:
“The management board and the supervisory board of Symrise AG issue the following declaration in accordance with section 161 of the German Companies Act:
Up to 1 December 2021, Symrise AG complied with all recommendations of the Regierungskommission Deutscher Corporate Governance Kodex of 16 December 2019, as amended, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 20 March 2020 (hereinafter referred to as the “Code 2020”), with the following five exceptions:
1. In accordance with recommendation C.5 of the Code 2020, members of the management board of a listed company shall not have, in aggregate, more than two supervisory board mandates in listed non-group companies or comparable functions, and shall not accept the chairpersonship of a supervisory board in a non-group listed company. This recommendation was not complied with until 1 September 2021, which is attributable to the chairman of the supervisory board, Mr Michael König.
2. In accordance with recommendation G.6 of the Code 2020, the share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets.
3. In accordance with recommendation G.10 of the Code 2020, the granted long-term variable remuneration components shall be accessible to management board members only after a period of four years.
4. In accordance with recommendation G 11 of the Code 2020, the supervisory board must be able to retain or reclaim a variable component of the management board members’ remuneration in justified cases.
The reasoning behind the four deviations existing until 1 September and 1 December 2021 respectively have not changed since the previous year. The deviations persisted temporarily, solely due to the time required to remedy them.”
5. In accordance with recommendation G 12 of the Code 2020, upon termination of a contract with a management board member, the payment of open variable parts of the remuneration attributable to the time until the termination of the contract are to be made in accordance with the originally agreed targets and comparison parameters and in accordance with the due dates and holding periods agreed in the contract. For the retirement of Mr Achim Daub from the management board, an early payment of all short-term and long-term variable parts of the remuneration were agreed upon. The supervisory board was of the opinion that such early payment was in the best interest of Symrise AG in order to facilitate a mutually agreed upon retirement and in order to avert potential disputes about the settlement of the variable parts of remuneration at a later time.
Since 1 December 2021, Symrise AG has complied and will continue to comply with all recommendations of the Code 2020.”
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2020 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 2, 2020,
pursuant to § 161 AktG.
The wording of the declaration is as follows:
“The management board and the supervisory board of Symrise AG issue the following declaration in accordance with section 161 of the German Companies Act:
Until 2 December 2020, Symrise AG complied with all recommendations (without exception) of the Regierungskommission Deutscher Corporate Governance Kodex (Commission German Corporate Governance Code) of 7 February 2017, published by the Federal Ministry of Justice in the official section of the Federal Gazette on 24 April 2017 and amended on 19 May 2017 (hereinafter referred to as the “Code 2017”). Starting on 2 December 2020, Symrise AG has complied and will comply with all recommendations of the Regierungskommission Deutscher Corporate Governance Kodex, as amended on 16 December 2019, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette on 20 March 2020 (hereinafter referred to as the “Code 2020”), with the following four exceptions:
1. The chairman of Symrise AG’s supervisory board, Mr Michael König, is the chairman of the management board of the listed company ELKEM ASA, Oslo, Norway. Michael König is also a member of the supervisory board of Conzzeta AG, Zurich, Switzerland. In accordance with recommendation C.5 of the Code 2020, members of the management board of a listed company shall not have, in aggregate, more than two supervisory board mandates in non-group listed companies or comparable functions, and shall not accept the chairmanship of a supervisory board in a non-group listed company. In accordance with the Regierungskommission Deutscher Corporate Governance Kodex (hereinafter referred to as the “Commission”), this is based on the fact that in general, the workload in connection with the chairmanship of a supervisory board or comparable function in a listed company is not compatible with the work of a member of a management board of a listed company. This reasoning, as stated by the Commission, is not convincing. It is a mere assertion. No evidence is being provided. Nobody except Mr König is able to assess whether he is able to manage his workload. Mr König’s work as the chairman of the supervisory board of Symrise AG requires an exceptional amount of time and effort. This proves that the chairmanship of supervisory board of a listed company is absolutely compatible with the membership of the management board of a listed company.
Furthermore, Mr König declared that his mandate as a member of the supervisory board of Conzzeta AG, Zurich, Switzerland will end in 2021 and he does not intend to renew it. This means he will concentrate on his mandates with ELKEM and Symrise in future.
2. The target total remuneration of the members of the management board of Symrise AG is composed of a fixed base remuneration (one third), a variable remuneration linked to the achievement of short-term targets (one third) and a variable remuneration linked to the achievement of long-term targets (one third). In accordance with recommendation G.6 of the Code 2020, the share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets Symrise AG’s supervisory board aims at weighing the variable remuneration component achieved as a result of reaching long-term targets at 35%, and thus higher than that from short-term targets, which is generally to be limited to 30% of the target total remuneration. Our current minor deviation from the recommendation, i.e. one third of the target total remuneration each, is based on salary adjustments made in the past. As we do not wish to interfere with current management board contracts, the target component of 35% fixed base salary, 30% short-term variable remuneration and 35% long-term variable remuneration will be applied to new management board contracts.
3. In accordance with recommendation G.10 of the Code 2020, the granted long-term variable remuneration components shall be accessible to management board members only after a period of four years. The long-term remuneration system currently applied by Symrise AG includes rolling long-term incentive plans with a maturity of three years each, so that the long-term components of the remuneration are accessible to the members of the management board after three years. The remuneration system for the management board, which is currently under revision and will be presented at the annual general meeting on 5 May 2021 for approval, will contain similar regulations.
4. The current contracts with the members of the management board do not contain a regulation which would allow the retention or reclaiming of variable components of the remuneration in justified cases (“Clawback”). In this regard, Symrise AG currently does not comply with recommendation G.11 of the Code 2020. As we do not wish to interfere with current management board contracts, this regulation will be applied to new management board contracts. The remuneration system for the management board, which is currently under revision and will be presented at the annual general meeting on 5 May 2021 for approval, will also contain similar regulations.“
December 2, 2020
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance September 2019 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on September 17, 2019, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: April 24, 2017 and with corrections May 19, 2017) published by the German Federal Ministry of Justice on February 07, 2017 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
September 17, 2019
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2018 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 5, 2018, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: April 24, 2017 and with corrections May 19, 2017) published by the German Federal Ministry of Justice on February 07, 2017 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 5, 2018
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2017 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 6, 2017, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: April 24, 2017 and with corrections May 19, 2017) published by the German Federal Ministry of Justice on February 07, 2017 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 06, 2017
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2016 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germany's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 6, 2016, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 5, 2015) published by the German Federal Ministry of Justice on June 12, 2015 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 06, 2016
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2015 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 03, 2015, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 05, 2015) published by the German Federal Ministry of Justice on June 12, 2015 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 03, 2015
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2014 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 04, 2014, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: June 24, 2014) published by the German Federal Ministry of Justice on September 30, 2014 in the official part of the Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 04, 2014
Supervisory Board and Executive Board
Symrise AG
Declaration of conformity December 2013 in accordance with section 161 of the Stock Corporation Act
In accordance with section 161 of the Stock Corporation Act, the management board and the supervisory board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.
Based on their deliberations, the management board and the supervisory board of Symrise AG made a new declaration of conformity in accordance with section 161 of the Stock Corporation Act on December 5, 2013. The declaration has the following wording:
“The management board and the supervisory board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:
With one exception, Symrise AG complies with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of June 10, 2013, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on May 13, 2013, as of today.
So far, regarding the employment contract of the chairman of the management board, the company has deviated from the 28th recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 13, 2013, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 10, 2013 as follows: The commitments for payments in case of an early termination of the function as a member of the management board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap.
Effective as of today, the company will comply with the 28th recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code's current version of May 13, 2013 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 10, 2013.
December 05, 2013
Supervisory Board and Executive Board
Symrise AG
Declaration of compliance December 2012 in accordance with section 161 of the Stock Corporation Act
In accordance with section 161 of the Stock Corporation Act, the management board and the supervisory board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.
Based on the advice received, the management board and the supervisory board of Symrise AG made a new declaration of conformity in accordance with section 161 of the Stock Corporation Act on December 6, 2012. The declaration has the following wording:
“The management board and the supervisory board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:
With two exceptions, Symrise AG complies with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of May 15, 2012, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on June 15, 2012 and will do so in future with the following proviso:
1) Regarding the employment contract of the chairman of the management board and effective from November 1, 2012 to November 1, 2014, the company will deviate from the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 15, 2012, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012 as follows:
The commitments for payments in case of an early termination of the function as a member of the management board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap between November 1, 2010 and November 1, 2014. Effective as of November 1, 2014, the company will comply with the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012.
The management board and the supervisory board are of the opinion that, should a member of the management board voluntarily commit him/herself to the company for the statutory maximum period of five years, the remuneration should be suitably guaranteed for such period of time, so that it is adequate in case of a specifically defined change of control in case of an acquisition. Thus, the company guarantees that the realization of the company's approved long-term strategy is ensured by a composition of the management board that is optimized for the situation.
2) Currently, the company deviates from the 71st recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 5.4.6, paragraph 2, clause 2 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012 as follows:
Currently, the performance-related remuneration the members of the supervisory board are to receive in accordance with section 14, paragraph 2 of the articles of association of Symrise AG is subject to the earnings per share. Thus, such performance-related compensation is not geared to a sustainable company development as provided for by the revised form of the Code since 15. June 2012.
The management board and the supervisory board intend to suggest to the annual general meeting of Symrise AG on May 14, 2013 to change the articles of association concerning the provisions regulating the remuneration of the supervisory board of Symrise AG so that - provided the annual general meeting agrees - once such change is entered in the commercial register, the remuneration of the supervisory board complies with the 71st recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 5.4.6, paragraph 2, clause 2 of the Code's current version of May 15, 2012 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on June 15, 2012.
December 06, 2012
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2011 Pursuant to § 161 of German’s Stock Corporation Act
In accordance with section 161 of the Stock Corporation Act, the Executive Board and the Supervisory Board of a listed company have the obligation to declare once per year whether the German Corporate Governance Code, as applicable, has been complied with or which recommendations of the German Corporate Governance Code have not been applied.
Based on their comprehensive consultations, the Executive Board and the Supervisory Board of Symrise AG made a new declaration of compliance in accordance with section 161 of the Stock Corporation Act on December 7, 2011. The declaration has the following wording:
The Executive Board and the Supervisory Board of Symrise AG declare in accordance with section 161 of the Stock Corporation Act:
Symrise AG has complied without exception with all recommendations issued by the Government Commission of the German Corporate Governance Code in its version of May 26, 2010, published by the Federal Ministry of Justice in the official section of the Electronic Federal Gazette on July 2, 1010 and will do so in future until the end of October 31, 2012.
Regarding the employment contract of the chairman of the Executive Board and effective from November 1, 2012 to October 31, 2014, the company will deviate from the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 26, 2010, published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on July 2, 2010 as follows:
The commitments for payments in case of an early termination of the function as a member of the Executive Board as a consequence of a change of control may exceed 150 % of the severance payment cap and amount to up to 250 % of the severance payment cap between November 1, 2012 and October 31, 2014. Effective as of November 1, 2014, the company will again comply with the 23rd recommendation issued by the Government Commission of the German Corporate Governance Code contained in no. 4.2.3, paragraph 5 of the Code’s current version of May 26, 2010 published in the official section of the Electronic Official Gazette by the Federal Ministry of Justice on July 2, 2010.
The Executive Board and the Supervisory Board are of the opinion that, should a member of the Executive Board voluntarily commit him/herself to the company for the statutory maximum period of five years, the remuneration should be suitably guaranteed for such period of time so that it is adequate in case of a specifically defined change of control in case of an acquisition. Thus, the company guarantees that the realization of the company's approved long-term strategy is ensured by a composition of the Executive Board that is optimized for the situation.
December 07, 2011
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance December 2010 Pursuant to § 161 of Germany's Stock Corporation Act
Under § 161 of the Germanay's Stock Corporation Act (AktG - Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
Wording of the declaration
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on December 14, 2010, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
Symrise AG has without exception complied with all recommendations issued by the Government Commission of the German Corporate Governance Code (version: May 26, 2010) published by the German Federal Ministry of Justice on July 2, 2010 in the official part of the electronic Federal Gazette (Bundesanzeiger) and will continue to do so in future.
December 14, 2010
Supervisory Board and Executive Board
Symrise AG
Declaration of Compliance March 2010 Pursuant to § 161 of Germany's Stock Corporation Act Introduction
Under § 161 of Germany's Stock Corporation Act (AktG – Aktiengesetz), the Executive Board and the Supervisory Board of a listed company must issue an annual declaration detailing whether the company was and is in compliance with the German Corporate Governance Code and detailing recommendations of the Code that have not been applied.
Wording of the declaration
On the basis of their deliberations, the Executive Board and the Supervisory Board of Symrise AG issued a new declaration of compliance on March 2, 2010, pursuant to § 161 AktG. The declaration is worded as follows:
In accordance with § 161 AktG, the Executive and Supervisory Board of Symrise AG state that:
"Symrise has fully complied with the recommendations made by the Government Commission on the German Corporate Governance Code (version: June 18, 2009) published by the German Federal Ministry of Justice on August 5, 2009 in the official part of the electronic Federal Gazette (Bundesanzeiger) and will continue to do so in the future. Symrise has almost fully complied with the recommendations made by the Government Commission on the German Corporate Governance Code in the past. The two deviations to Section 3.8, Paragraph 2 (an agreement on an appropriate deductible of D&O insurance) and Section 5.1.2 Paragraph 2, Sentence 3 (an age limit for members of the Executive Board) of the German Corporate Governance Code (version: June 6, 2008) published by the German Federal Ministry of Justice on August 8, 2008, in the official part of the electronic Federal Gazette (Bundesanzeiger) have ceased to apply since January 1, 2010."
March 2, 2010
Supervisory Board and Executive Board
Symrise AG
Compliance statement according to section 161 stock corporation act in its version after BilMoG came into force
Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on August 8th 2008. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.
Justification of divergences:
The Executive Board and the Supervisory Board are of the opinion that the deductible of a D&O insurance, which does not strictly insure against financial losses, is not an adequate means of achieving the objectives of the Code. In any case, wilful neglect of duty is exempted from insurance coverage. Members of the Executive Board and the Supervisory Board could cover the deductibles with their own insurance policy, thereby negating the actual function of the deductible. In addition, unlike other forms of insurance, deductibles in the case of D&O insurance do not result in any reductions on premiums. The company, therefore, would have to pay the same price for less performance by the insurer.
No age limit was set for Executive Board members because the company should generally also have access to the expertise of experienced members. Exclusion based solely on age does not seem wise to the Executive Board and the Supervisory Board, since this could lead to a mere formality blocking an optimum Executive Board appointment.
June 22, 2009
Supervisory Board and Executive Board
Symrise AG
Compliance statement 2009 according to section 161 stock corporation act
Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on August 8th 2008. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.
February 25, 2009
Supervisory Board and Executive Board
Symrise AG
Compliance statement 2008 according to section 161 stock corporation act
Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied and will comply in the future with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on July 20th 2007. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.
February 29, 2008
Supervisory Board and Executive Board
Symrise AG
Compliance statement 2007 according to section 161 stock corporation act
Supervisory Board and Executive Board of Symrise AG do hereby confirm that, except in two cases, Symrise AG has complied with the recommendations issued by the governmental commission German Corporate Governance Codex and published by the federal ministry of justice in the official section of the electronic federal gazette on June 12th 2006. In contradiction to clause 3.8 paragraph 2 the director's and officers insurance policy signed for board members and members of the leadership teams does not contain a deductible. In contradiction to clause 5.1.2 paragraph 2 sentence 3 no age limit for members of the Executive Board does exist.
March 28, 2007
Supervisory Board and Executive Board
Symrise AG