Annual Report 2007
Corporate Governance
1/10 forward
Standards of sound and responsible corporate management
Corporate governance generally encompasses the totality of all international and national values and principles for sound corporate management.
Good corporate governance guarantees responsible, qualified and transparent corporate management, focused on the long-term success of the Company. The Executive Board and Supervisory Board of Software AG are strongly committed to good corporate governance. This includes both compliance with the law and extensively following generally accepted standards and recommendations. The focus is on values such as sustainability, transparency and value orientation.
Software AG's Corporate Governance Report, has been prepared jointly by the Executive Board and the Supervisory Board pursuant to Section 3.10 of the German Corporate Governance Code. It describes the principles of the Company's management and control structure and the fundamental rights of Software AG shareholders.
Trust-based cooperation between the Executive Board and Supervisory Board
The corporate bodies of Software AG are the Executive Board, the Supervisory Board and the Annual Shareholders' Meeting. The duties of these corporate bodies are governed by the German Stock Corporation Act, the Articles of Incorporation and the Rules of Procedure for the Executive Board and the Supervisory Board. The Executive Board and Supervisory Board cooperate in an atmosphere of trust.
The Executive Board is solely responsible for the management of Software AG. It is committed to act in the interests of the Company and the long-term increase of the enterprise value. In addition, it represents the Company in relation to third parties. Presently the Executive Board of Software AG is comprised of six members. It is obligated to report to the Supervisory Board regularly, in a timely manner and comprehensively, concerning all relevant matters relating to the development of business activities, the condition of the Group, including the risk situation, as well as corporate planning.
The Supervisory Board of Software AG is also comprised of six members. It advises and supervises the Executive Board in managing the Company. The two bodies jointly decide on corporate strategy and the implementation thereof.
The Supervisory Board appoints the members of the Executive Board and is entitled to dismiss them for good cause. In addition, it discusses the quarterly reports and reviews and approves the financial statements and consolidated financial statements of Software AG. Key Executive Board decisions such as financing measures and acquisitions require its consent.
At Software AG, the election of the Supervisory Board is in compliance with the recommendations of the Corporate Governance Code. All Supervisory Board members are elected individually. Our Rules of Procedure stipulate that if a Supervisory Board member leaves the Board prior to expiration of his or her term of office, the successor's appointment is valid only until the next Annual Shareholders' Meeting.
