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Declaration of Compliance
The Executive and Supervisory Boards of the Company submitted their first declaration
of compliance with the Code in the version dated November 7, 2002 on December 10,
2002 in accordance with § 161 Aktiengesetz (German Stock Corporation Act) and § 15
Einführungsgesetz zum Aktiengesetz (Introductory Act to the German Stock Corporation
Act). According to this declaration, Beiersdorf complied with the recommendations of
the Code with one exception. The deviation with respect to § 5.4.5 (1) sentence 3 of
the Code disclosed in this declaration – which relates to separate compensation for the
chairs and members of the Supervisory Board committees – no longer applies following
the resolution of the Annual General Meeting on June 11, 2003 to amend the Company’s
Articles of Association, and the entry of this amendment in the commercial
register on June 30, 2003. Beiersdorf therefore complied with all recommendations of
the “German Corporate Governance Code” in the version dated November 7, 2002.
At the end of December 2003, the Executive Board and Supervisory Board of the Company
issued the declaration of compliance with the recommendations of the Code for
fiscal year 2003 in accordance with § 161 Aktiengesetz (German Stock Corporation Act).
This declaration of compliance also covers the updates to the Code resolved by the
Commission on May 21, 2003. The following declaration was made permanently accessible
to the shareholders on the Company’s website at www.Beiersdorf.com:
"In fiscal year 2003, Beiersdorf Aktiengesellschaft complied with, and continues to
comply with, the recommendations of the ‘Government Commission on the German
Corporate Governance Code’ in the versions dated November 7, 2002 and May 21, 2003
respectively, with the following exceptions:
An individualized breakdown of the compensation paid to our Executive and Supervisory
Boards is not provided (§§ 4.2.4 sentence 2 and 5.4.5 (3) sentence 1 of the Code).
In fiscal year 2003, one member of our Supervisory Board reached the age limit in force
for Supervisory Board members (§ 5.4.1 sentence 2 of the Code)."
Remuneration of the Executive and Supervisory Boards
The remuneration of individual Executive Board members consists of a fixed and a variable,
dividend-based component. Further details on the remuneration of the Executive Board
for fiscal year 2003 can be found in the section Group notes. In addition to
this remuneration, all Executive Board members have been granted pension commitments.
Each Executive Board member is also provided with a company car. The Company
does not have a stock option program. The remuneration system for the Executive Board
is regularly discussed and examined by the Executive Committee; at the proposal of the
Executive Committee the Supervisory Board also discusses and reviews its structure.
Remuneration mainly depends on the respective Executive Board member’s tasks, his or
her personal performance, and the entire Executive Board’s performance, as well as the
economic situation and the Company’s success and future prospects, including in comparison
with its peer group.
The remuneration paid to individual Supervisory Board members consists, in accordance
with the Articles of Association, of a fixed and a variable, dividend-based component.
In addition, Supervisory Board members are reimbursed for cash expenses. The Chairman
of the Supervisory Board receives double the amount, while his two Deputies each
receive one-and-a-half times this amount. Members of the Executive and Audit Committees
also receive additional compensation for their work in these committees. If a
member of the Supervisory Board simultaneously holds several positions for which
increased remuneration is granted, he or she shall only receive the remuneration for
the highest-paying position. More information on the remuneration of our Supervisory
Board members can be found in the section Group notes as well as on our website,
www.Beiersdorf.com.
The update to the German Corporate Governance Code resolved by the Government
Commission on May 21, 2003 changed the previous suggestion that individualized
breakdowns of Executive Board and Supervisory Board remuneration be provided into a
recommendation. To protect our Executive and Supervisory Board members’ rights of
privacy, we have decided – along with other major listed corporations – to report the
Executive and Supervisory Boards’ remuneration as a total amount, in accordance with
the statutory provisions.
Further information on Corporate Governance at Beiersdorf
More detailed information on the duties of the Supervisory Board and its committees,
as well as on the cooperation between the Executive Board and Supervisory Board, can
also be found in the Report by the Supervisory Board on the previous pages. As disclosed
in our declaration of compliance, one member of our Supervisory Board, Mr. Hans-Otto
Wöbcke, reached the age limit for Supervisory Board members in fiscal year 2003.
Mr. Wöbcke’s exceptional wealth of experience as a former Chairman of the Company’s
Executive Board is extremely valuable to the Supervisory Board’s work.
Transparency and our goal of informing our shareholders and the public quickly, comprehensively,
and simultaneously are top priorities for our corporate communication.
That is why current developments and key company information are announced on our
website (www.Beiersdorf.com) as soon as possible. In addition, detailed information
and updates on corporate governance at Beiersdorf, the Company’s reports (annual
and interim reports), as well as a financial calendar with all key events and publications,
ad hoc disclosures, and directors’ dealings are published there. Information on
the directors’ dealings notified to the Company in 2003 in accordance with § 15a Wertpapierhandelsgesetz
(German Securities Trading Act) is disclosed in the Group notes on
Other Disclosures.
Hamburg, March 10, 2004
Beiersdorf Aktiengesellschaft
The Supervisory Board The Executive Board
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