Declaration of compliance
The Executive Board and Supervisory Board of KUKA AG have issued a declaration of compliance every year since 2002. With these declarations, we underscore that our business activities comply with the German Corporate Governance Code and are consistent with responsible and sustainable corporate management.
Declaration of compliance 2017
The declarations of compliance of the Executive Board and the Supervisory Board that have been issued for every financial year starting in 2002, have in each case been made available on the company’s website at www.kuka.com.
The identical declarations of the Executive Board dated March 20, 2017 and the Supervisory Board dated March 21, 2017 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:
“Since issuing the latest declarations of compliance of the Executive Board (February 8, 2017) and of the Supervisory Board (February 8, 2017), KUKA Aktiengesellschaft has complied withthe recommendations of the Government Commission on the German Corporate Governance Code as on May 5, 2015, which were published in the Bundesanzeiger (German Federal Gazette) dated June 12, 2015, with the exception of the divergences mentioned in today’s declarations of compliance; KUKA AG will continue to comply with these recommendations with the following deviations:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.
- KUKA Aktiengesellschaft does not at present follow the recommendation for the Executive Board outlined in section 4.2.3 para. 2 sent. 6 of the GCGC. The reason is that currently one phantom share program, that is part of the variable compensation of the Executive Board, is not restricted to certain maximum amounts. In addition to the maximum limits on the fixed remuneration and variable bonus, the employment contracts of the Executive Board members now also stipulate a maximum limit for phantom shares issued from 2015 onwards and payable from 2018 onwards. This is linked to a corresponding cap on the total remuneration. Retroactively capping total compensation (for overall salaries and variable payment components) would constitute a change in the terms of the contract, which cannot be unilaterally implemented by the Supervisory Board. Furthermore, it does not appear appropriate given the expected cooperation based on mutual trust between the Supervisory and Executive Boards (which is in fact expected by the GCGC).
- KUKA Aktiengesellschaft does not follow the recommendation for the chairman of the Audit Committee outlined in section 5.3.2 sent. 3 of the GCGC. The chairman of the Audit Committee appointed on March 7, 2017 by the Audit Committee is not to be considered independent pursuant to section 5.4.2 GCGC since he is also an officer of KUKA Aktiengesellschaft’s controlling shareholder. The chairman of the Audit Committee has as Deputy CFO Midea Group specialist knowledge and experience in the application of accounting principles and internal control processes.
KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”
Augsburg, March 2017
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2016
The identical declarations of the Executive Board (dated January 18, 2016) and the Supervisory Board (dated February 8, 2016) in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:
“Since issuing the latest declarations of compliance of the Executive Board (January 20, 2015) and of the Supervisory Board (February 6, 2015), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on June 24, 2014, which were published in the Bundesanzeiger (German Federal Gazette) dated September 30, 2014, with the exception of the divergences mentioned in these declarations of compliance.
KUKA Aktiengesellschaft complies with the recommendations of the Government Commission on the German Corporate Governance Code of May 5, 2015, as published in the electronic Federal Gazette of June 12, 2015, and will also comply with them in the future subject to the following exceptions:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.
- KUKA Aktiengesellschaft does not at present follow the recommendation for the Executive Board outlined in section 4.2.3 para. 2 sent. 6 of the GCGC. The reason is that the phantom share programs that are still current, and form part of the variable compensation of the Executive Board, are not restricted to certain maximum amounts. In addition to the maximum limits on the fixed remuneration and variable bonus, the employment contracts of the Executive Board members now also stipulate a maximum limit for phantom shares issued from 2015 onwards and payable from 2018 onwards. This is linked to a corresponding cap on the total remuneration. Retroactively capping total compensation (for overall salaries and variable payment components) would constitute a change in the terms of the contract, which cannot be unilaterally implemented by the Supervisory Board. Furthermore, it does not appear appropriate given the expected cooperation based on mutual trust between the Supervisory and Executive Boards (which is in fact expected by the GCGC).
KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”
Augsburg, February 2016
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of Compliance 2015
The identical declarations of the Executive Board dated January 20, 2015 and of the Supervisory Board dated February 6, 2015 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (“DCGK”) read as follows:
"Since issuing the latest declarations of compliance of the Executive Board (February 3, 2014) and of the Supervisory Board (February 12, 2014), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on June 24, 2014, , which were published in the Bundesanzeiger (German Federal Gazette) dated September 30, 2014, subject to the following exceptions:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the DCGC. The Group D&O; insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
- KUKA Aktiengesellschaft does not follow the recommendation for the Execution Board outlined in section 4.2.3 paragraph 2, clause 5 of the DCGK. This is due to the fact that currently running Phantome-Share-Programmes, which are a part of the variable Executive Board’s remuneration, have no defined maximum limits. In addition to the maximum limits as to the fix and variable remuneration, it is now agreed that future Phantome-Share-Programmes, which will be issued as of 2015 and will be settled as of 2018, shall also be limited. Thus, the complete remuneration will then be capped in future. A subsequent implementation of maximum limits (total remuneration and variable parts of remuneration) would be a contract modification which cannot be implemented by the Supervisory Board unilaterally, and does not seem to be appropriate with regard to a trustful cooperation between Executive Board and Supervisory Board (as expected by the DCGK).
KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."
Augsburg, February 2015
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2014
The identical declarations of the Executive Board dated February 3, 2014 and of the Supervisory Board dated February 12, 2014 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (“DCGK”) read as follows:
"Since issuing the latest declarations of compliance of the Executive Board (February 5, 2013) and of the Supervisory Board (February 15, 2013), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on May 13, 2013, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated June 10, 2013, subject to the following exceptions:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the DCGC. The Group D&O; insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
- KUKA Aktiengesellschaft does not follow the recommendation for the Execution Board outlined in section 4.2.3 paragraph 2, clause 5 of the DCGK. The Board Members’ contracts are ongoing and the Board Members shall rely on the agreed terms of their contracts. A subsequent implementation of maximum limits (total remuneration and variable parts of remuneration) would be a contract modification which cannot be implemented by the Supervisory Board unilaterally, and does not seem to be appropriate with regard to a trustful cooperation between Executive Board and Supervisory Board (as expected by the DCGK).
KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."
Augsburg, February 2014
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2013
The identical declarations of the Executive Board dated February 5, 2013 and of the Supervisory Board dated February 15, 2013 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:
"Since issuing the latest declarations of compliance of the Executive Board (February 15, 2012) and of the Supervisory Board (February 17, 2012), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on May 15, 2012, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated June 15, 2012, subject to the following exceptions:
KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O; insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."
Augsburg, February 2013
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2012
The identical declarations of the Executive Board dated February 15, 2012 and of the Supervisory Board dated February 17, 2012 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:
"Since issuing the latest declarations of compliance of the Executive Board (February 16, 2011) and of the Supervisory Board (March 1, 2011), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on May 26, 2010, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated July 2, 2010, subject to the following exceptions:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O; insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
- Contrary to section 5.4.6, clause 4 of the CGC, the members of the Supervisory Board only receive a fixe compensation. After examining various compensation models, the Supervisory Board members unanimously agreed that only a fixed compensation model is appropriate for the Supervisory Board if it is to be ensured that it properly executes its monitoring duties and maintains the necessary independence and neutrality thereof.
KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."
Augsburg, February 2012
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2011
The identical declarations of the Executive Board dated February 16, 2011 and of the Supervisory Board dated March 1, 2011 in accordance with article 161 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:
"Since issuing the latest declarations of compliance of the Executive Board (March 2, 2011) and of the Supervisory Board (March 5, 2010), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as amended on June 18, 2009 or respectively since its validity as amended on May 26, 2010, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated July 2, 2010, subject to the following exceptions:
- KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O; insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
- Contrary to section 4.2.3, clause 3 of the CGC, Executive Board member Dr. Bickel, who left the company on December 31, 2010, only received a fixed salary and no variable compensation component. The company did not consider a variable compensation component to be appropriate since Dr. Bickel's appointment to the Executive Board was for a fixed term right from the start. In KUKA Aktiengesellschaft's view, a variable compensation component for an assignment of such short duration will not produce any meaningful long-term incentive.
- Contrary to section 4.2.3, clause 11 of the CGC, the contract of former Executive Board member Dr. Bickel did not include a severance cap. The company did not consider it necessary to include a severance cap in Dr. Bickel's employment contract because of the limited duration of the contract. Neither did the company initially consider it necessary to include a severance cap in Executive Board member Dr. Reuter's employment contract, because his appointment to the position of CEO was initially limited until April 25, 2010 in accordance with article 105, para. 2 of the German Stock Corporation Act.
- Contrary to section 5.4.6, clause 4 of the CGC, the members of the Supervisory Board only receive a fixe compensation. After examining various compensation models, the Supervisory Board members unanimously agreed that only a fixed compensation model is appropriate for the Supervisory Board if it is to be ensured that it properly executes its monitoring duties and maintains the necessary independence and neutrality thereof.
KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."
Augsburg, March 2011
KUKA Aktiengesellschaft
The Executive Board The Supervisory Board
Declaration of compliance 2010
The identical declarations of the Executive Board dated March 2, 2010 and of the Supervisory Board dated March 5, 2010 in accordance with article 161 of the German stock Corporation Act (AktG) and the German Corporate Governance Codex read as follows:
"1. KUKA Aktiengesellschaft deviated from the recommendation in section 3.8, clause 4 of the old version of the CGC and from the reproduced legal stipulation in section 3.8, clause 4 of the CGC for the Executive Board members in office until the close of September 30, 2009, insofar as the D&O; insurance for these members included only a small deductible. KUKA Aktiengesellschaft considered this deductible sufficient to ensure that Executive Board members would conscientiously carry out their duties in the interests of the company. The employment contracts of new members of the Executive Board, who took office on October 1, 2009 or later, took into consideration the legal requirements regarding deductibles stipulated by article 93, para. 2, clause 3 of the new version of the German Stock Corporation Act (AktG). However, these Executive Board members are still covered by the D&O; group policy concluded prior to the amendment to article 93, para. 2, clause 3 of the AktG, which only includes a small deductible. As per the transitional regulation in article 23, para. 1, clause 1 of the Introductory Law for the German Stock Corp. Act (EGAktG), this group policy will be amended on July 1, 2010.
2. KUKA Aktiengesellschaft's policy for the Supervisory Board deviates from the recommendation outlined in section 3.8, clause 4 of the old version of the CGC and section 3.8, clause 5 of the new version of the CGC. The deductible outlined in the Directors' and Officers' group liability insurance (D&O; insurance) for Supervisory Board members is canceled effective January 1, 2010. In KUKA Aktiengesellschaft's view, the deductible for Supervisor Board members is not required to ensure they properly fulfill their monitoring role.
3. Contrary to section 4.2.3, clause 3 of the new version of the CGC, Executive Board member Dr. Bickel will receive a fixed salary only, with no variable compensation component. The company considers it unnecessary to pay a variable component, since the initial term of Dr. Bickel's appointment to the Executive Board is one year. In KUKA Aktiengesellschaft's view, a variable compensation component for an assignment of such short duration will not produce any meaningful long-term incentive.
4. The Executive Board contracts for current Executive Board members do not contain any limitation clauses regarding premature termination of Executive Board duties without material cause (section 4.2.3, clause 11, new version). In view of the short duration of the Executive Board contracts, the company considered an agreement on a severance cap to be unnecessary. Mr. Schulak's Executive Board contract has a term of three years and the Executive Board contracts of the remaining Executive Board members are each valid for one year.
5. The compensation received by members of the Supervisory Board is entirely fixed (section 5.4.6, clause 4, CGC). After examining different variable compensation models and consulting extensively with both internal and external experts, the Supervisory Board is firmly convinced that, in consideration of its independence and all essential aspects, in particular the Supervisory Board's statutory duties, its members' terms of office and the ongoing legal uncertainty, fixed compensation is a reasonable compensation structure while respecting Corporate Governance.
Moreover, KUKA Aktiengesellschaft also adheres to nearly all proposals contained in the code."
Augsburg, March 8, 2010
The Executive Board
Declaration of compliance 2009
The identical declarations of compliance of the Executive Board (Feb. 23, 2009) and of the Supervisory Board (Feb 24, 2009) are in accordance with article 161 of the German Corporation Act (AktG) and the provisions of the CGC, June 6, 2008 release, and read as follows:
"Since issuing the latest (identical) declarations of compliance of the Executive Board (February 11, 2008) and of the Supervisory Board (February 25, 2008), which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated August 8, 2008, KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as amended on June 14, 2007 or respectively since its validity as amended on June 6, 2008, including the recommendation to form a nomination committee for the Supervisory Board since its introduction in September 2007, subject to the following exception:
KUKA Aktiengesellschaft has taken out asset loss liability insurance (D&O; insurance) for members of the Executive and Supervisory Boards, which includes a relatively low deductible (item 3.8, para. 2, CGC). The compensation received by members of the Supervisory Board is entirely fixed (item 5.4.6 para. 2, CGC).
Moreover, KUKA Aktiengesellschaft adheres to nearly all proposals contained in the code.”
Augsburg, Feb. 25, 2009
The Executive Board
Declaration of compliance 2008
The wording of the identical declarations of the Executive Board (February 11, 2008) and the Supervisory Board (February 25, 2008), pursuant to Section 161 of the German Corporation Law (AktG) and in accordance with the Corporate Governance Code of June 14, 2007, is as follows:
"Subsequent to the previous (identical) declarations of the Executive Board (February 12, 2007) and the Supervisory Board (February 23, 2007) KUKA Aktiengesellschaft has conformed to the recommendations of the Government Commission of the German Corporate Governance Code of June 12, 2006, and since their effectiveness, respectively, as amended on June 14, 2007 as published in the electronic Federal Gazette of July 20, 2007, including the recommendations in regard to the formation of a Nomination Committee since its implementation in September 2007, with the following exception:
The members of the Supervisory Board only receive a fixed remuneration (Section 5.4.7, Paragraph 2, of the CGC).
Furthermore, KUKA Aktiengesellschaft has complied with virtually all the suggestions contained in the Code."
Augsburg, March 03, 2008
The Executive Board
Declaration of Compliance 2007
The wording of the identical declarations of the Executive Board (February 12, 2007) and the Supervisory Board (February 23, 2007), pursuant to Section 161 of the German Corporation Law (AktG) and in accordance with the Corporate Governance Code of June 12, 2006, is as follows:
"KUKA Aktiengesellschaft has conformed to the recommendations of the Government Commission of the German Corporate Governance Code of June 12, 2006, as published in the electronic Federal Gazette of July 24, 2006, with the following exception:
the members of the Supervisory Board currently only receive a fixed remuneration (Section 5.4.7, Paragraph 2, of the CGC).
Furthermore, KUKA Aktiengesellschaft complied with virtually all the suggestions contained in the Code."
Karlsruhe, March 24, 2007
The Executive Board
Declaration of conformity 2006
Declaration of conformity 2006
The following declaration was passed by the Executive Board on February 22, 2006, and by the Supervisory Board on March 8, 2006: IWKA Aktiengesellschaft has conformed and is conforming to the recommendations of the Government Commission of the German Corporate Governance Code of June 2, 2005, as published in the electronic Federal Gazette of July 12, 2005, with the following exception: While the remuneration of the Chairman of the Executive Board is itemized in the notes to the group financial statements, that of the other members of the Executive Board, specified as a fixed amount and performance-related components, is not specified on an individual basis (Section 4.2.4, sentence 2, of the Corporate Governance Code). The remuneration of the members of the Supervisory Board, on the other hand, is specified on an individual basis and broken down into its constituent parts (Section 5.4.7, paragraph 3, sentence 1, of the Corporate Governance Code). We now conform to the provisions in Section 7.1.2, first half of sentence 3, of the Corporate Governance Code (publication of the group financial statements within 90 days of the end of the business year). Furthermore, IWKA Aktiengesellschaft complies with virtually all the suggestions contained in the Code.
Karlsruhe, March 24, 2006
The Executive Board
Declaration of conformity 2005
The following declaration was passed by the Executive Board on April 14, 2005, and by the Supervisory Board on April 15, 2005:
While the remuneration of the Chairman of the Executive Board is itemized in the notes to the group financial statements, that of the other members of the Executive Board, specified as a fixed amount and performance-related components, is not specified on an individual basis (Section 4.2.4, sentence 2, of the Corporate Governance Code); the remuneration of the members of the Supervisory Board is not specified on an individual basis or broken down into its constituent parts (Section 5.4.5, paragraph 3, of the Corporate Governance Code).
The group financial statements were and are not publicly accessible within 90 days of the end of the business year (Section 7.1.2 of the Corporate Governance Code).
IWKA Aktiengesellschaft also essentially complies with the suggestions contained in the Code.
Karlsruhe, April 18, 2005
The Executive Board
Declaration of conformity 2004
The following declaration was passed by the Executive Board on April 15, 2004, and by the Supervisory Board on April 16, 2004:
IWKA Aktiengesellschaft has conformed and is conforming to the recommendations of the Government Commission of the German Corporate Governance Code of May 21, 2003, as published in the electronic Federal Gazette of July 4, 2003, with the following proviso:
The remuneration of the members of the Executive Board is not specified on an individual basis in the notes to the group financial statements (Section 4.2.4, sentence 2, of the Corporate Governance Code); the remuneration of the members of the Supervisory Board is not specified on an individual basis or broken down into its constituent parts (Section 5.4.5, paragraph 3, of the Corporate Governance Code).
The group financial statements and interim reports have been and are drawn up in accordance with the applicable provisions of the German Commercial Code (HGB) (Section 7.1.1 of the Corporate Governance Code).
The group financial statements were and are not publicly accessible within 90 days of the end of the business year (Section 7.1.2 of the Corporate Governance Code).
IWKA will conform to those provisions in the new version of the Corporate Governance Code of May 21, 2003, that are adopted concerning deliberation on and review of the structure of the remuneration system for the Executive Board by the plenary meeting of the Supervisory Board, and concerning publications on the Internet, explanations in the annual report and information about the Annual General Meeting.
IWKA Aktiengesellschaft also essentially complies with the suggestions contained in the Code.
Karlsruhe, April 19, 2004
Declaration of conformity 2003
The Executive Board and the Supervisory Board of IWKA Aktiengesellschaft issue the following declaration:
IWKA Aktiengesellschaft conforms to the recommendations of the Government Commission of the German Corporate Governance Code of August 20, 2002, in the version of November 7, 2002, as published in the electronic Federal Gazette of November 26, 2002, with the following two exceptions:
The group financial statements and interim reports are drawn up in accordance with the applicable provisions of the German Commercial Code (HGB) (Section 7.1.1).
The group financial statements are not publicly accessible within 90 days of the end of the business year (Section 7.1.2).
IWKA Aktiengesellschaft also complies to a considerable extent with the suggestions contained in the Code.
Karlsruhe, July 4, 2003
The Executive Board
Declaration of conformity 2002
The Executive Board and the Supervisory Board of IWKA Aktiengesellschaft issue the following declaration:
IWKA Aktiengesellschaft conforms to the recommendations of the Government Commission of the German Corporate Governance Code with the following two exceptions:
The group financial statements and interim reports are drawn up in accordance with the applicable provisions of the German Commercial Code (HGB) (Section 7.1.1).
The group financial statements will not be publicly accessible within 90 days of the end of the business year (Section 7.1.2).
IWKA Aktiengesellschaft also complies to a considerable extent with the suggestions contained in the Code.
Karlsruhe, December 17, 2002
The Executive Board
