Annual Report 2007
Corporate Governance
2007 declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG)
On December 17, 2007, the Executive and Supervisory Boards submitted an unqualified declaration of compliance stating that the Company has followed all recommendations of the Commission of the German Corporate Governance Code as amended on June 12, 2006 and with the updated German Corporate Governance Code as amended on June 14, 2007. Software AG will continue to comply with the Code as amended on June 14, 2007.
Software AG implements the recommendations of the German Corporate Governance Code. However, separate preparation of Supervisory Board meetings by shareholder or employee representatives does not take place in a formal sense. Due to the small number of representatives, informal coordination is easily achieved.
Please see the Investor Relations section of our website at www.softwareag.com for additional details on this and corporate governance at Software AG in general.
The current version of the German Corporate Governance Code published by the Commission of the German Corporate Governance Code can be found at www.corporate-governance-code.de.
Auditor
The Annual Shareholders' Meeting of Software AG has again appointed BDO Deutsche Warentreuhand Aktiengesellschaft, Frankfurt am Main, as Company auditor. BDO advises the Company on individual tax matters in connection with tax returns and tax audits. No business, financial, personal, or other relationships that could cast doubt on the independence of the audit firm have existed at any time between BDO and its corporate bodies and audit managers on the one hand and Software AG and the members of its corporate bodies on the other.
Pursuant to the Annual Shareholders' Meeting resolution, the Supervisory Board, through the Chairman of the Audit Committee, has appointed the auditor and agreed on the fee. In connection with the audit engagement, the Chairman of the Audit Committee has also agreed with the auditor to comply with the reporting duties pursuant to the German Corporate Governance Code. BDO participates in meetings of the Supervisory Board's Audit Committee and of the Supervisory Board concerning the financial statements and consolidated financial statements and reports on key audit findings.
Remuneration report
This remuneration report provides details on remuneration amounts and the structure of the remuneration system for the Executive and Supervisory Boards. Remuneration of board members is reported as total amounts,while stating the proportion of the individual remuneration components to one another. The proportions of the individual components are indicated, and the total figure is broken down into fixed payments, performance-related components, and long-term incentive components.
