"The executive board and the supervisory board of KRONES AG hereby declare that they have complied with the recommendations of the "Government Commission on the German Corporate Governance Code" (Regierungskommission Deutscher Corporate Governance Kodex - GCGK) instituted by the German government regarding the management and supervision of German listed companies as amended on 15 May 2012 in accordance with the German Corporate Governance Code published on the website of KRONES AG, with the following exceptions:
There is currently no excess provided for in a D&O insurance policy concluded for the supervisory board (no. 3.8 DCGK).
A specific excess for the insured parties has not been agreed as the supervisory board carries out its duties correctly and in full at all times irrespective of a possible excess.
The executive board shall be comprised of several persons and have a chairperson or spokesperson. Rules of procedure shall govern the work of the executive board, in particular the allocation of duties to individual executive board members, matters reserved for the executive board as a whole and the required majority for executive board resolutions (unanimity or resolution by majority vote). (No. 4.2.3 DCGK).
The rules of procedure for the executive board are defined in the articles of association of KRONES AG. These contain detailed instructions governing the work of the executive board. Separate written rules of procedure have therefore not to date been drawn up.
The total remuneration of each member of the executive board, divided into non-performance related, performance-related and long-term incentive components, and disclosed by name, is not itemised as decided by the general meeting (no. 4.2.4 DCGK).
KRONES defines the remuneration structure for the executive board. The information on fixed and variable, performance-related remuneration is fundamental to an assessment of whether such remuneration awarded is appropriate and whether it constitutes an incentive for the executive board.
We believe that individual disclosure of remuneration would breach privacy. As decided by resolution of the general meeting of 16 June 2010, we therefore will not issue detailed information for each individual executive board member pursuant to Section 286 (5) of the German Commercial Code [HGB] for the period up to and including the annual financial statement and consolidated financial statement for the 2014 financial year.
The supervisory board shall issue rules of procedure for its work.. (No. 5.1.3 DCGK).
The rules of procedure for the supervisory board are defined in the articles of association of KRONES AG. These contain detailed instructions governing the work of the supervisory board. Separate written rules of procedure have therefore not to date been drawn up.
KRONES AG does not currently have a nomination committee. (No. 5.3.3 DCGK).
Committees are useful mainly when the size of a body means its work thus becomes more efficient. Six representatives of shareholders sit on the supervisory board of KRONES AG and present proposals. We therefore do not believe it necessary to set up a nomination committee.
The performance-related remuneration of the supervisory board members is currently not oriented on the company’s development over a period of several years. Moreover, the remuneration paid to members of the supervisory board is not currently itemised. Other payments – for personal services, in particular advisory and mediatory services – currently remain undisclosed (no. 5.4.6 DCGK).
In accordance with the company’s bylaws, the performance-related remuneration of the supervisory board members currently depends on the profit achieved in the past business year. With its actions and decisions, the supervisory board plays a vital role in the company’s sustained success. The firm’s commercial success and sustainable development can also be measured in terms of the profit for the year. The supervisory board has thus decided to follow this recommendation in future, and will propose to the AGM in 2014, together with the executive board, a change in the bylaws. The sum of supervisory board remuneration payments is presented in the remuneration report, broken down into fixed and variable components. We do not believe full itemisation of remuneration would offer any additional information of relevance to the capital market. The same applies to personal services provided by members of the supervisory board.
The shareholdings of members of the executive board and of the supervisory board of KRONES AG are not disclosed in the corporate governance report (no. 6.6 DCGK).
To protect the interests and privacy of the members of these bodies, we do not disclose this information in the corporate governance report.
In the annual report of KRONES AG, we do, however, report the shareholding of the Kronseder families who are represented in the executive and supervisory boards of the company.
It is not yet possible to meet the publication deadline for the KRONES AG consolidated financial statements of 90 days from the end of the financial year (no. 7.1.2. DCGK).
The annual financial statement of KRONES AG is published in compliance with statutory deadlines. We publish key capital market indicators on the past financial year within the 90-day term.
Signed: executive board and supervisory board, Neutraubling, 28 March 2013