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Software AG GB 2013. englisch

the Supervisory Board determined that at least six independent members as defined by point 5.4.2 of the Corporate Governance Code must be on the Supervisory Board. Furthermore, the Chairman of the Supervisory Board presented the results of the annual efficiency audit, which was discussed in depth at this first meeting. At the accounts meeting on March 18, 2013, in the presence of financial auditors, the 2012 financial statements and consolidated financial statements were discussed in depth and, following the Audit Committee’s own thorough audit and recommendation, approved by the Supervisory Board. At this meeting the Supervisory Board also approved the proposed resolutions for the Annual Shareholders’ Meeting agenda. With regard to Management Board issues, the Supervisory Board determined the Management Board members’ achieved variable remuneration for fiscal 2012 after the financial auditors’ verification of the accuracy of its calculations. The Supervisory Board also decided that mem- bers of the Management Board may serve in a maximum of five external supervisory board positions and must continue to submit each individual appointment to the Supervisory Board for approval. The agenda for the extraordinary telephone meeting of the Supervisory Board on April 22, 2013 included the discussion of and decision regarding various acquisi- tion options. The last item on the agenda for this meeting was to vote on the acquisition of all shares of alfabet AG. At the beginning of the meeting, the Chairman of the Supervisory Board communicated the following conflict of interest: “I am deputy chairman of the supervisory board of the potential target company [alfabet AG] and hold 4,399 virtual options from two of this company’s stock option plans.” For this reason, the Chairman of the Supervisory Board proposed that, to address the conflict of interest, he would not take part in the discussion of the project [acquisition of all shares of alfabet AG] and, above all, would not participate in the vote on this project. Dr. Bereczky proposed that Ms. Neumann, Deputy Chair of the Supervisory Board, assume leadership of the meeting during the discussion of the project. The Supervisory Board unanimously approved the proposed manner of handling the Chairman’s conflict of interest Software AG | Annual Report 2013 52 Letter from the Management Board About Software AG Software AG ShareHighlights 2013