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Software AG GB 2013. englisch

At all times during fiscal year 2013, the Supervisory Board consisted of six independent members, which is the number determined by the Supervisory Board in accordance with point 5.4.2 of the German Corporate Governance Code. Software AG maintains no direct or indirect business rela- tionships with Supervisory Board members. In particular, no mutual consulting agreements or other contracts for work or services exist. Shareholders and Annual Shareholders’ Meeting The Annual Shareholders’ Meeting is one of our main cor- porate bodies, through which shareholders can exercise their rights and their voting rights. Software AG invites its share- holders to participate in its Annual Shareholders’ Meeting. Important decisions are made at the meeting, including ratification of the actions of the Management and Supervi- sory Boards, election of the Supervisory Board and external auditors, amendments to the Articles of Incorporation and measures that change the Company’s capital. Not least, the shareholders decide on profit distribution. As scheduled in the financial calendar, we inform our shareholders of our business developments, financial performance and assets and financial position four times per year. We held our most recent Annual Shareholders’ Meeting on May 3, 2013 in Darmstadt. Approximately 71.05 percent of voting shares were present. The next Annual Shareholders’ Meeting will convene on May 16, 2014 in Darmstadt. As in past years, Software AG posts the invitation to the Annual Shareholders’ Meeting, the legally mandatory reports and documents as well as the agenda well in advance to its website at Pursuant to the recommendations of the Corporate Gover- nance Code, we conduct the Annual Shareholders’ Meeting in an expedient manner, preferably within a time frame of four hours. To conduct the Annual Shareholders’ Meeting efficiently, the chairperson has the option to cut short speak- ers who stray from the topic at hand and to refer to detailed information already published on the website. Shareholders who do not wish to exercise their voting rights may autho- rize a member of the Company to vote by proxy in accor- dance with the shareholder’s instructions. Portions of the Annual Shareholders’ Meeting are also be broadcast via the Internet. The invitation to the Annual Shareholders’ Meeting and related documents and information such as the agenda are published on the Software AG website along with the date of the Meeting. The resolutions adopted by previous shareholders’ meetings as well as the quarterly reports of preceding fiscal years can also be found there. Code of business conduct and ethics Software AG established a code of business conduct and ethics in fiscal year 2011. It includes ethical standards ap- plicable to the Company worldwide and is available on Software AG’s website at rel/csr/code_of_conduct/. The code includes specific re- gional aspects. The code is binding for all employees of Software AG and its subsidiaries. In the year under review, 297 employees received certificates of successful comple- tion of a course on the subject of the code. The Compliance Board meets monthly and makes decisions about question- able cases. In total, Software AG employees addressed the Compliance Board with 24 inquiries in 2013. The Compliance Board consisted of Ms. Christine Schwab (General Counsel), Mr. Frank Simon (Senior Vice President, Audit, Processes and Quality) and Mr. Hanjörg Beger (Senior Vice President, Human Resources) in the year under review. Our voluntary commitment to the code of business conduct and ethics provides ethical and legal guidelines for our business activities. Software AG | Annual Report 2013 42 Letter from the Management Board About Software AG Software AG ShareHighlights 2013