Corporate Governance

Corporate Governance

SolarWorld AG is committed to good and responsible corporate management and supervision, subsumed under the term 'corporate governance'.

Having signed the German Corporate Governance Code promulgated by the Government Commission of the Federal German Ministry for Legal Affairs, the bodies of SolarWorld AG have committed themselves to complying with the principles and recognized standards of responsible and fair corporate management in the company.

SolarWorld AG has thus committed itself to promoting a best practices standard of good corporate governance and reciprocates the confidence of shareholders that shoulder some of the entrepreneurial risk by means of providing equity.

The Code outlines the shareholders' rights and the cooperation between Management Board and Supervisory Board. In addition, the Code comprises some provisions on transparency, accounting and auditing of financial statements. This helps to reinforce trust in the corporate management among national but in particular also international investors.

With its annual declaration of compliance pursuant to section 161 of the German Stock Corporation Act, SolarWorld AG has declared whether or not the recommendations were complied. This has been done every year since the Code was adopted in February 2002. This declaration is made permanently accessible to SolarWorld shareholders in the annual report and on this website.

 

 

Declarations of compliance December 2014 by the Management Board and the Supervisory Board of SolarWorld AG on the German Corporate Governance Code in accordance with § 161 German Stock Corporation Act (AktG)

In June 2014, the Management Board and Supervisory Board of SolarWorld AG submitted their last declaration of compliance in accordance with § 161 AktG. Solarworld AG has since complied with the recommendations of the German Corporate Governance Code (Code) in the version of June 24, 2014 with the exceptions mentioned below and will also continue to comply with the recommendations of the Code with these exceptions.

Exceptions

a) Appropriate consideration of women in the Supervisory Board (Section 5.4.1 German Corporate Governance Code - GCGC)


As a result of the financial restructuring, the Supervisory Board of SolarWorld AG has con-sisted of six members since May 30, 2014. The change in shareholder structure was taken into account by allowing the new major shareholders to make proposals for candidates for election to the Supervisory Board. This meant that the Supervisory Board became more wide-ranging and international. However, insofar as the gender-specific diversity requirements of the German Corporate Governance Code are con-cerned, the latter could not be complied with owing to the election proposals put forward by the shareholders.

b) Formation of an Audit Committee (Section 5.3.2 GCGC)

According to Section 5.3.2 GCGC, the Supervisory Board shall set up an Audit Committee which, in particular, monitors the accounting process, the effectiveness of the internal control system, risk management system and internal audit system, the audit of the Annual Financial Statements, the services rendered additionally by the auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement, and - unless another committee is entrusted therewith - compliance. In deviation from such recommendation the Supervisory Board has currently not established an Audit Committee. The Supervisory Board is entitled and shall decide at its discretion how to organise its work expediently in order to comply with its statutory functions and its general responsibility most appropriate. According to the statutes, the Supervisory Board comprises only six members and, therefore it is not considered to be more efficient if the topic for which an Audit Committee would be responsible are handled by the full Supervisory Board.

c) Notification of candidate proposals for the chairmanship of the Supervisory Board to shareholders (Section 5.4.3 GCGC)

According to this recommendation, in the event of a forthcoming election to the Supervisory Board, the shareholders are to be notified of proposed candidates for the chairmanship of the Supervisory Board in advance. However, § 107 para (1) sentence 1 AktG in line with the Articles of Association of the company provides that the Supervisory Board should elect a chairman and a deputy for the latter following the Annual General Meeting from those attending. Notification of the candidate(s) for the chairmanship from amongst the members of the Supervisory Board, who have not yet been elected, would correspond to a prior determination that is not envisaged. For this reason, SolarWorld AG does not comply with this recommendation.

Bonn, December 2014

For the Management Board
Dr.-Ing. E. h. Frank Asbeck
- Chief Executive Officer -

For the Supervisory Board
Dr. Georg Gansen
- Chairman -