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 (GCGC) 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 bear 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 declaration is made permanently accessible to SolarWorld shareholders in the annual report and on this website.

Declarations of compliance 2015 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 December 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 May 5, 2015 with the exceptions mentioned below and will also continue to comply with the recommendations of the Code with these exceptions.


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

Since June 2, 2015, SolarWorld AG has a co-determined Supervisory Board with 50% employee representation and 12 members, one of which is a woman. In the mandatory new election the previous candidates that were only in office for one year were confirmed. The elections of the employees resulted in the election of only one woman. The Supervisory Board’s present composition is wide-ranging and international. However, is does not meet the gender-specific diversity requirements of the German Corporate Governance Code. The Supervisory Board supports the increased diversity that will be achieved following future Supervisory Board elections due to the compulsory statutory rules in force as of 2016.

b) Retroactive Modification of the Performance Targets or of the Peer Group Parameters (Section 4.2.3 para. 2 sentence 8 GCGC)

This recommendation is aimed at excluding a retroactive amendment of performance targets or comparison parameters. In a market environment that is subject to dynamic change and development, however, it may be reasonable and commercially advisable to retroactively adjust performance targets or comparison parameters for variable compensation to reflect a changed environment. Therefore, SolarWorld AG refrains from following respective recommendation of the Code.

c) Appointment of a Chairman of the Audit Committee (Section 5.3.2 GCGC)

This recommendation requires the chairman of the Audit Committee to command specialist knowledge and experience in the application of accounting principles and internal control processes as set out in Section 5.3.2, 2nd sentence GCGC. No member of the Supervisory Board satisfies all requirements of Section 5.3.2, 2nd sentence. Therefore, SolarWorld AG does not comply with the Code’s respective recommendation. The Audit Committee’s quality of work, however, is not adversely affected thereby. The efficiency of the Committee’s work is guaranteed by communication among and the pooling of the expertise of the Committee members.

d) Notification of candidate proposals for the chairmanship of the Supervisory Board to shareholders (Section 5.4.3 sentence 2 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, Section  107 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, November 2015

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

For the Supervisory Board
Dr. Georg Gansen
- Chairman -