Corporate Governance

Declaration of Compliance with the German Corporate Governance Code (version dated 14 June 2007)

Erlau, August 2007

 

Pursuant to § 161 AktG (German Stock Corporation Act) the Executive Board and the Supervisory Board of stock listed companies are obliged to declare once per year, that the recommendations of the “Government Commisssion on the German Corporate Governance Code” published by the Federal Ministry of Justice in the offical section of the electronic Federal Gazette have been and are complied with or which of the Code’s recommendations have not been or are not being applied.

 

Pursuant to § 161 AktG (German Stock Corporation Act) the Executive Board and the Supervisory Board declare that since the fiscal year 2002/2003 VOGT electronic AG has complied with the recommendations by the Government Commission on the German Corporate Governance Code except the deviations listed below.  The recommendations will also in future complied with the exception of following deviations:

 

The D&O insurance (Directors’ & Officers’ insurance) includes a deductible for only some specific areas, especially for the area of the United States of America. In all other cases it is assumed, that the behaviour and the sense of responsibility of board members do not depend on a agreement of a deductible.

 

Executive Board and Supervisory Board do not report on the German Corporate Governance Code in their Annual Report. Die VOGT electronic AG is only making a reference to their declaration of compliance.

Previous declarations of conformity with the Code will be kept available for viewing on the website of VOGT electronic AG as of 2004 for five years.

 

Stock options or other comparable schemes are currently not agreed in VOGT electronic AG

 

A compensation report which discloses in detail the compensation system for the Executive Board members will not be submitted. The Annual General Meeting on 25 April 2006 resolved that pursuant to § 285, clause 1, 9 lit. a) clauses 5 to 9 and § 314 clause 1, 6 lit. a) clauses 5 to 9 of HGB (German Commercial Code) no disclosures will be made for the fiscal year starting 1 October 2006 and for the four successive fiscal years, however only until 25 April 2011 at the latest.

 

Expert experience and competence of a member of the Executive Board is not linked to his age. Nevertheless the age is considered as one of several selection criteria of appointment.

 

The number of Supervisory Board members was reduced from 12 to 6 during the fiscal year 03/04.  Due to the small number of Supervisory Board members no committees were formed. All topics are discussed and resolved by the entire Board.

 

Expert experience and competence of a member of the Executive Board is not linked to his age. Nevertheless the age is considered as one of several selection criteria of appointment.

 

With regard to the reduced number of members of the Supervisory Board a performance related compensation has been abstained from. Commitment and sense of responsibility of the members of the Supervisory Board do not depend on performance related compensation.

The compensation of the Supervisory Board members will be published as one total sume in the Notes of the Consolidated Financial Statements.

 

Currently only the dates of the Annual General Meetings will be published in the „financial calendar“. However, the “financial calendar” is planned to be revised according to recommendations of the German Corporate Governance Code on occasion of the homepage restructuring.

 

It is of crucial importance for VOGT electronic AG that the Consolidated Financial Statements are accurately made and checked several times before being published. Moreover the Annual and Consolidated Financial Statements have to include the statements of numerous foreign subsidiaries and affiliated corporations. So far it was not possible to handle this enormous task within a time limit of 90 days after the end of the fiscal year. The same applies also for the publication of interim reports within a time limit of 45 days. It is of course the objective to keep time until publication as short as possible; however, the proportionality with arising higher costs have also to be considered.

 

Erlau, August 2007

 

Shigeyuki Yawata                                                      Dr. Hans-Joachim Dittloff

Chairman of the Supervisory Board                         Executive Board

VOGT electronic AG                                                 VOGT electronic AG