Declaration of Compliance Archive

Update: February 7, 2013

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that in fiscal 2012 (January 1 to December 31, 2012) Software AG has complied with the recommendations of the German Corporate Governance Code as follows: from January 1, 2012 to June 14, 2012 without exception (version amended on May 26, 2010) and from June 15, 2012 to December 31, 2012 with the one exception detailed in the following.

Number 5.4.1. section 2, first sentence , third clause: In its meeting on February 7, 2013, the Supervisory Board determined that the objective for the number of members of the Supervisory Board, who shall be independent according to Number 5.4.2., shall be that at least six members of the Supervisory Board shall be independent members in the meaning of Number 5.4.2. of the German Corporate Governance Code. At any time during fiscal 2012, the Supervisory Board had at least six independent members in the meaning of Number 5.4.2. of the German Corporate Governance Code.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended on May 15, 2012.

Darmstadt, Germany, February 7, 2013

Software AG’s Corporate Compliance Officer
Otmar F. Winzig,
Senior Vice President, Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com

Update: January 27, 2012

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that in fiscal 2011 (January 1st to December 31st, 2011) Software AG has fully complied with the recommendations of the German Corporate Governance Code as amended on May 26, 2010.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended on May 26, 2010.

Darmstadt, Germany, January 27, 2012

Software AG’s Corporate Compliance Officer
Otmar F. Winzig,
Senior Vice President, Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com

Update: January 26, 2011

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that in fiscal 2010 (January 1st to December 31st, 2010) Software AG has fully complied with the recommendations of the German Corporate Governance Code as amended on June 18, 2009, and with the updated German Corporate Governance Code as amended on May 26, 2010.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended on May 26, 2010.

Darmstadt, Germany, January 26, 2011

Software AG’s Corporate Compliance Officer
Otmar F. Winzig,
Senior Vice President, Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com

Update: December 17, 2009

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that in fiscal 2009 (January 1st to December 31st, 2009) Software AG has fully complied with the recommendations of the German Corporate Governance Code as amended on June 6, 2008, and with the updated German Corporate Governance Code as amended on June 18, 2009 with the following exemption.

Codex article 3.8, D&O liability insurance: the deductible will be adjusted to 10% of the loss up to the amount of 1.5 times the fixed annual compensation of the Management Board member with the renewal of the current insurance contract on January 1st 2010. A similar deductible is applicable in the new D&O policy for the Supervisory Board as of January 1st 2010.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended on June 18, 2009.

Darmstadt, Germany, December 17, 2009

Software AG’s Corporate Compliance Officer
Otmar F. Winzig,
Senior Vice President, Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com

Update: December 12, 2008

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that Software AG has fully complied with the recommendations of the German Corporate Governance Code as amended on June 14, 2007, and with the updated German Corporate Governance Code as amended on June 6, 2008.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended  on June 6, 2008.

Darmstadt, Germany, December 12, 2008

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President, Head of Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com

Update: February 13, 2007

As in previous years, in 2006 Software AG took additional steps to continue implementing the standards for good, responsible corporate governance, extending them and ensuring that they are respected throughout the company.

Due to new European and German regulations, we implemented additional organizational measures to facilitate adherence to and monitoring of responsible conduct.

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG) 

The Executive Board and Supervisory Board hereby declare that Software AG has complied with the recommendations of the German Corporate Governance Code as amended on June 2, 2005 and with the updated German Corporate Governance Code as amended on June 12, 2006).

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended  on June 12, 2006. 

The last amendment of the code is addressing primarily the disclosure of the individualised remuneration of the executive board members. It is to note, that Software AG disclosed the individual remuneration of its board members (executive and non-executive) already in the annual report of fiscal 2005, before this was required by law. A remuneration report in form and structure according to the new law and amended code will be published at the earliest convenience as part of the annual report 2006 (probably in March 2007).

Darmstadt, Germany, February 13, 2007 

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President, Head of Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com 

Update: December 14, 2007

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board hereby declare that Software AG has fully complied with the recommendations 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.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended on June 14, 2007.

Darmstadt, Germany, December 14, 2007 

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President, Head of Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com  

Update: February 23, 2006

As in previous years, in 2005 Software AG took additional steps to continue implementing the standards for good, responsible corporate governance, extending them and ensuring that they are respected throughout the company.

Due to new European and German regulations, we implemented additional organizational measures to facilitate adherence to and monitoring of responsible conduct.

Even before the European Market Abuse Directive became binding national law (Investor Protection Act), we began our preparations for the entire Group: Firstly, we established which employees all over the world have access to insider information of relevance to the capital markets. These employees were informed of the requirements for responsible handling of insider information and the relevant legal provisions. In addition, the management staff was familiarized with the provisions of the Investment Protection Act as part of a continuing education program and urged to inform employees of the particular significance of insider information as part of the day-to-day business. Employees, management staff and service providers were included in a new registry of persons with access to insider information to the extent required by the Investor Protection Act.

Declaration of the Executive Board and the Supervisory Board of Software AG (Darmstadt, Germany) pursuant to Section 161 of the German Stock Corporation Act (AktG) 

The Executive Board and Supervisory Board hereby declare that Software AG has complied with the recommendations of the German Corporate Governance Code as amended on May 21,2003 and with the updated German Corporate Governance Code as amended on June 2, 2005 with the following exceptions: The report on corporate governance will not be published until March 2006 at the earliest as part of the annual report, and previous declarations of compliance will be available on the company website only after its redesign in February 2006.

The Executive Board and the Supervisory Board will in the future continue to comply with the Code as amended  on June 2, 2005.

Darmstadt, Germany, February 23, 2006

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President, Head of Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
E-Mail: otmar.winzig@softwareag.com 

Update: January 28, 2005

The principles of value-oriented, transparent company management and control have become significantly more important in the analysis and valuation of listed companies. The German Federal Government has addressed this issue with the establishment of the Cromme Commission and has laid down standards in the form of the German Corporate Governance Code. An updated version was published on May 21, 2003. 

In accordance with the Transparenz- und Publizitätsgesetzes (TransPuG - German Transparency and Disclosure Act) all listed companies are obliged to disclose their compliance with the recommendations of the German Corporate Governance Code and to give details of any deviations from these recommendations ("comply or explain").

In 2004, the Supervisory Board and the Management Board jointly took the last steps to fully comply with the recommendations of the German Corporate Governance Codex. The consolidated financial statements and interim reports were provided according to IFRS (International Financial Reporting Standards). The compensation of the Supervisory Board and of the Management Board shall be reported on an individual basis. A new scheme will relate a larger part of the Management Board’s remuneration to the performance of the enterprise. Therefore, as of fiscal year 2005, two thirds of the compensation will be tied to revenue, profit and other company targets. Furthermore, a share (some 30%) of this variable part of the compensation will be based on a phantom share program and only paid out in future years. The former stock option program will be discontinued. 

Declaration of the Management Board and of the Supervisory Board of Software AG (Darmstadt, Germany) made pursuant to § 161 of the German Stock Corporation Act ("AktG") 


The Management Board and Supervisory Board hereby declare that Software AG complied with the recommendations of the German Corporate Governance Code (last amended May 21, 2003) in fiscal 2004, and that it will continue to do so in future.

Darmstadt, Germany, January 28, 2005

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
otmar.winzig@softwareag.com  

Update: December 2003

Declaration of the Management Board and of the Supervisory Board of Software AG (Darmstadt, Germany) made pursuant to § 161 of the German Stock Corporation Act ("AktG") 

The Management Board and Supervisory Board hereby declare that Software AG complied with the recommendations of the German Corporate Governance Code (last amended May 21, 2003) in fiscal 2004, and that it will continue to do so in future, with the following exceptions:

• Item 3.8, sentence 3 of the Code: The Company's liability insurance policy for directors and organizers (D&O) includes a deductible of € 5,100 deductible for all persons included in the insurance coverage. The Company considers this an appropriate amount. As the code does not state an appropriate level, the amount is expressly given in the Declaration of Compliance.
  
• Item 4.2.4(2) of the Code: Details of compensation packages for individual Executive Board members are not stated. Both the Executive Board and the Supervisory Board consider such statements to be an intrusion upon members' privacy, and as such they should not be made public. The company is of the opinion that the publication of a single figure for total Executive Board compensation provides sufficient transparency into remuneration levels to allow a balanced assessment of Executive Board payment.
  
• Item 5.4.5 of the Code: For the same reasons, individual figures are not given for Supervisory Board members' remuneration packages.
  
• Item 7.1.1, sentence 3 of the Code: Both the consolidated financial statements and interim reports continue to be compiled according to the German Commercial Code (HGB). The company intends to adopt International Financial Reporting Standards (IFRS) for its financial statements from fiscal 2004.   
  

Darmstadt, Germany, Dezember 2003

Software AG’s Corporate Compliance Officer 
Otmar F. Winzig, 
Vice President Investor Relations and Compliance
Software AG
Uhlandstr. 12 
D-64297 Darmstadt
Phone: +49-6151-92-1669
Fax: +49-6151-92-1933
otmar.winzig@softwareag.com