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Statement of compliance

2017/18

17/18

Voluntary statement on the German Corporate Governance Code in accordance with Sec. 161 AktG for the financial year 2017/2018

Nordzucker AG is not a publicly traded company within the meaning of Sec. 161 paragraph 1 AktG.

It is therefore not obliged to make an annual statement on whether the company complies with the German Corporate Governance Code issued by the Government Commission German Corporate Governance Code and the reasons for any non-compliance.

Despite this, the principles of good and transparent corporate governance are an established part of the company culture at Nordzucker AG.

As in previous years, the Executive Board and Supervisory Board of Nordzucker AG have therefore decided to make a voluntary statement pursuant to Sec. 161 paragraph 1 AktG.

On this basis, the Executive Board and Supervisory Board of Nordzucker AG declare that since the last statement of compliance was made in March 2017, the company has complied and will comply with the recommendations of the Code as amended on 7 February 2017, with the following exceptions:

  1. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3 sentence 2).
  2. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding AG, the latter company has a particular need for information (Number 6.1).
  3. As sugar prices are highly volatile, the variable component of Executive Board remuneration only contains a one-year component (Number 4.2.3).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG.

The company also assumes no voluntary obligation to adhere to them.

Otherwise, we refer to the comments in the Corporate Governance Report.

Braunschweig, March 2018

 

Supervisory Board                                           Executive Board

Hans-Christian Koehler                                  Dr. Lars Gorissen
Chairman of the Supervisory Board                 Speaker of the Executive Board 

2016/17

16/17

Voluntary statement on the German Corporate Governance Code in accordance with Sec. 161 AktG for the financial year 2016/2017

Nordzucker AG is not a publicly traded company within the meaning of Sec. 161 paragraph 1 AktG. It is therefore not obliged to make an annual statement on whether the company complies with the German Corporate Governance Code issued by the Government Commission German Corporate Governance Code and the reasons for any non-compliance. Despite this, the principles of good and transparent corporate governance are an established part of the company culture at Nordzucker AG. As in previous years, the Executive Board and Supervisory Board of Nordzucker AG have therefore decided to make a voluntary statement pursuant to Sec. 161 paragraph 1 AktG.

On this basis, the Executive Board and Supervisory Board of Nordzucker AG declare that since the last statement of compliance was made in March 2016, the company has complied and will comply with the recommendations of the Code as amended on 5 May 2015, with the following exceptions:

1. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3 sentence 2).

2. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding AG, the latter company has a particular need for information (Number 6.1).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

 

Braunschweig, March 2017

 

Supervisory Board                                      Executive Board

Hans-Christian Koehler                             Hartwig Fuchs

Supervisory Board Chairman                      Executive Board Chairman

2015/16

15/16

Voluntary Statement on the German Corporate Governance Code in Accordance with Sec. 161 AktG for the Financial Year 2015/2016

Nordzucker AG is not a publicly traded company  within the meaning of Sec. 161 paragraph 1 AktG. It is therefore not obliged to make an annual statement on whether the company complies with the German Corporate Governance Code issued by the Government Commission German Corporate Governance Code and the reasons for any non-compliance. Despite this, the principles of good and transparent corporate governance are an established part of the company culture at Nordzucker AG. As in previous years, the Executive Board and Supervisory Board of Nordzucker AG have therefore decided to make a voluntary statement pursuant to Sec. 161 paragraph 1 AktG. On this basis, the Executive Board and Supervisory Board of Nordzucker AG declare that since the last statement of compliance was made in March 2015, the company has complied and will comply with the recommendations of the Code as amended on 24 June 2014 and from its effective date, as amended on 5 May 2015, with the following exceptions:

1. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3 sentence 2).

2. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding AG, the latter company has a particular need for information (Number 6.1). To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

Braunschweig, March 2016

Supervisory Board                                 Executive Board

Hans-Christian Koehler                        Hartwig Fuchs

Supervisory Board Chairman                 Executive Board Chairman

2014/15

Declaration by Nordzucker AG on the German Corporate Governance Code in line with Sec. 161 AktG (German Stock Corporation Act)

The Executive Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined the recommendations of the German Corporate Governance Code as amended on 24 June 2014 in detail. Although the German Corporate Governance Code is not binding for Nordzucker AG, which is not publicly listed, the company has complied and continues to comply with the recommendations it contains, with the following exceptions:

  1. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Super­visory Board members may be subject are of secondary importance (Number 5.5.3).
  2. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding AG, the latter company has a particular need for information (Number 6.1).
  3. For organisational reasons, the consolidated financial statements for the financial year 2014/2015 will not be made publicly available within 90 days of financial year-end. They will be published directly after the press confer­ence on the financial statements planned for 2 June 2015 (7.1.2).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

Braunschweig, March 2015

Hans-Christian Koehler
Supervisory Board Chairman

Hartwig Fuchs
Executive Board Chairman

2013/14

Declaration by Nordzucker AG on the German Corporate Governance Code in line with Sec. 161 AktG (German Stock Corporation Act)

The Executive Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined the recommendations of the German Corporate Governance Code as amended on 15 May 2012 in detail. Although the German Corporate Governance Code is not binding for Nordzucker AG, which is not publicly listed, the company has complied and continues to comply with the recommendations it contains, with the following exceptions:

  1. In view of the shareholder structure, the invitation to the Annual General Meeting and the relevant documentation are not sent electronically (Number 2.3.2).
  2. Beyond the requirements for companies that are not publicly listed, the Supervisory Board includes two members who are financial experts within the meaning of Sec. 100 paragraph 5 AktG. Neither of these financial experts chairs the Audit Committee, but both are members of it (Number 5.3.2).
  3. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3).
  4. The provision on performance-related pay for Supervisory Board members, which has formed part of the Articles of Association since Nordzucker AG was established, is based on the dividend payment for a given year. It therefore does not comply with the recommendation of the Code introduced in May 2012, by which performance-related pay for Supervisory Board members should be aligned with the long-term performance of the company (Number 5.4.6). The Executive Board and Supervisory Board are reviewing amendments to this provision and will put them forward for adoption at the Annual General Meeting as appropriate.
  5. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding Aktiengesellschaft, the latter company has a particular need for information (Number 6.3). .

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

 

Braunschweig, March 2014

 

 

H. Fuchs                                                        H.-C. Koehler
Vorstandsvorsitzender                                Aufsichtsratsvorsitzender

2012/13

Declaration by Nordzucker AG on the German Corporate Governance Code in line with Sec. 161 AktG (German Stock Corporation Act)

The Executive Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined the recommendations of the German Corporate Governance Code as amended on 15 May 2012 in detail. Although the German Corporate Governance Code is not binding for Nordzucker AG, which is not publicly listed, the company has complied and continues to comply with the recommendations it contains, with the following exceptions:

  1. In view of the shareholder structure, the invitation to the Annual General Meeting and the relevant documentation are not sent electronically (Number 2.3.2).
  2. Beyond the requirements for companies that are not publicly listed, the Supervisory Board includes two members who are financial experts within the meaning of Sec. 100 paragraph 5 AktG. Neither of these financial experts chairs the Audit Committee, but both are members of it (Number 5.3.2).
  3. Given the particular significance of agricultural expertise for the company, conflicts of interest to which Supervisory Board members may be subject are of secondary importance (Number 5.5.3).
  4. The provision on performance-related pay for Supervisory Board members, which has formed part of the Articles of Association since Nordzucker AG was established, is based on the dividend payment for a  given year. It therefore does not comply with the recommendation of the Code introduced in May 2012, by which performance-related pay for Supervisory Board members should be aligned with the long-term performance of the company (Number 5.4.6). The Executive Board and Supervisory Board are reviewing amendments to this provision and will put them forward for adoption at the Annual General Meeting as appropriate.
  5. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding Aktiengesellschaft, the latter has a particular need for information (Number 6.3).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Otherwise, we refer to the comments in the Corporate Governance Report.

Braunschweig, March 2013


Hartwig Fuchs                            Hans-Christian Koehler
Chief Executive                          Chairman of the
Officer                                        Supervisory Board

2011/12

Declaration by Nordzucker AG on the German Corporate Governance Code in line with Sec. 161 AktG (German Stock Corporation Act)

The Executive Board and Supervisory Board of Nordzucker AG, Braunschweig, have examined the recommendations of the ­German Corporate Governance Code (version: 26 May 2010) in ­detail. Although the German Corporate Governance Code is not binding for Nordzucker AG, which is not publicly listed, the ­company has complied and continues to comply with the ­recommendations it contains, with the following exceptions:

  1. We do not convene the Annual General Meeting and send out the related documents by electronic means due to our shareholder structure (Item 2.3.2).
  2. We go beyond the requirements for non-listed companies by including a financial expert as defined in Sec. 100 paragraph 5 AktG in our Supervisory Board who - although not the Chairman - is also a member of the Audit Committee (Item 5.3.2).
  3. It is particularly important for the company to be able to draw on agricultural expertise. As a result, the recommendation to deal with personal conflicts of interest affecting Supervisory Board members is of secondary importance (Item 5.5.3).
  4. As Nordzucker AG is included in the consolidated financial statements of Nordzucker Holding AG, the latter has special information requirements (Item 6.3).

To the extent that the Code refers to statutory obligations of publicly quoted companies outside the scope of its recommendations, these are not applicable to Nordzucker AG. The company also assumes no voluntary obligation to adhere to them. Please refer to the corporate governance report for more details.

Braunschweig, May 2012

Hartwig Fuchs                               Hans-Christian Koehler
Chief Executive Officer                 Chairman of the Supervisory Board

 

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