Declaration according to Section 161 of the German Stock Corporation Act
The Board of Management and the Supervisory Board of Jungheinrich AG declare that, in accordance with this declaration, Jungheinrich AG is complying with the recommendations for behaviour of the June 6, 2008, version of the German Corporate Governance Code Government Commission at present, and complied with those of the June 14, 2007, version in the past.
The deviations from the individual recommendations of the Code relate to the fact that the D&O insurance policy of the company for the Board of Management and the Supervisory Board does not state any own-risk deductible, the fact that Jungheinrich does not run a stock option scheme so that the recommendations based on this are not relevant, the fact that the remuneration of the members of the Board of Management and of the Supervisory Board is not stated in the annex to the annual report or in the corporate governance report in an itemized and individualised manner, the fact that no age limit is set for the members of the Supervisory Board, the fact that we did not establish a Supervisory Board nomination committee, and the fact that the consolidated financial statements will not yet be made publicly accessible within the recommended period of 90 days.
Hamburg, December 2008.’
The forum all Jungheinrich AG shareholders can use to exercise their rights is the company’s Annual General Meeting. Holders of ordinary shares exercise their voting rights there in person, by proxy, or by a proxy appointed by the company. Holders of preferred shares are given ample opportunity to discuss the business trend with the Board of Management and the Supervisory Board and to ask questions concerning it.
Our company is active on an international market, which on principle will continue to grow despite the current crisis. This will give rise to numerous opportunities. However, attention must also be paid to the risks, which must be taken into account as appropriate. Only by doing so does one allow for sustainable, value-added growth. This is why effective risk management is among the core elements of Jungheinrich’s corporate governance practices. Details are included in the Group management report.
The company equally and promptly informs shareholders, investors, analysts and the general public of developments in compliance with statutory regulations. A platform of mounting significance in this regard is the company’s website.
In fiscal 2008, another agreement was reached with the auditor of the financial statements whereby the Chairman of the Supervisory Board was to be immediately informed of any grounds substantiating preclusion or prejudice becoming apparent during the audit of the financial statements. Moreover, the auditor of the financial statements is obliged to instantaneously report on all findings and events material to the Supervisory Board fulfilling its tasks which come to the auditor’s attention when performing the audits. This notification requirement also applies to all deviations from the statements issued by the Board of Management and Supervisory Board concerning the German Corporate Governance Code discovered when auditing the financial statements.
Once a year, the Board of Management and Supervisory Board of Jungheinrich AG discuss whether Jungheinrich AG’s corporate governance practices comply with the basic principles of the German Corporate Governance Code. During these consultations, the boards also examine whether the Code’s recommendations and suggestions have been complied with and determine the Code’s recommendations and suggestions from which to deviate. The Finance and Audit Committee does the preparatory work.
Last year, the Supervisory Board worked intensively on developing an information policy for the Board of Management and will continue to do so this year.