
Corporate Governance
German Corporate Governance Code
In February 2002, the German Corporate Governance Code (hereinafter also “Codeâ€) was adopted by the Government Commission responsible and continually updated with the goal of establishing principles for good corporate governance and bolstering trust in German companies. The Code is designed to make the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees, and the general public in the management and supervision of listed German stock corporations.
SAF-HOLLAND S.A. is a Luxembourg société anonyme (S.A.) which is listed solely on a stock exchange in Germany. It is therefore not subject to the Luxembourg corporate governance regulations applicable to companies listed in Luxembourg. Furthermore, we are not required to comply with the respective German corporate governance regulation applicable to listed German stock corporations.
Nevertheless, we have decided to comply, to a certain extent, with the recommendations of the German Corporate Government Code regarding the principles of good corporate governance as SAF-HOLLAND S.A. regards the German Corporate Governance Code to be an important foundation for responsible corporate governance. However, certain recommendations will apply to our Company only to the extent that they are consistent with Luxembourg corporate law and our corporate structure. This particularly applies to SAF-HOLLAND S.A.'s single board structure with a Board of Directors, whereas the German Corporate Governance Code takes a dual Board structure for German stock corporations as a basis, which differentiates between a company's Executive Board and Supervisory Board.
