Beta Systems Software AG - Investors - Corporate Governance
Corporate Governance
Introduction
In 2001 the German federal government appointed a
commission to develop a German Corporate Governance Code, i.e. German standards
for value-oriented and transparent corporate management and monitoring. This
Code, which was introduced on February 26, 2002, and was last
modified on June 2, 2005, incorporates three different kinds of standards:
- Prevailing German legal provisions
- Recommendations
- Suggestions
The legal provisions are binding on German
businesses. As regards the recommendations, § 161 of the German Stock
Corporation Act (Aktiengesetz, AktG) requires an annual declaration by
exchange-listed companies in which each individual company states the extent to
which it conforms to the Corporate Governance Standard and where there are
departures from it. Companies may deviate from "suggestions" without declaring
the fact.
The German Corporate
Governance Code lays down principles applying to the following areas:
- The supervisory board
- The management board (also referred to as the "executive board")
- The working relationship between the management board and the supervisory board
- The relationship with shareholders and the General Meeting of Shareholders
- Rendering of accounts and annual financial statements
- Transparency
Corporate Governance at Beta Systems
Many of these principles have already underpinned the corporate
actions of the Company’s legal representatives, for example in terms of
wide-ranging transparency, open and prompt communication with investors, the
introduction of an efficient risk management system, compliance with stock
exchange rules, and value-oriented corporate governance.
Through the
binding formulation of its own corporate governance principles Beta Systems
underscores its adherence to a corporate philosophy of promoting and extending
cooperation and trust between ourselves and our customers, employees,
shareholders, partners, and the public at large in the company’s national and
international markets.
In our Declaration of Conformity in accordance
with §161 Stock Corporation Act we document and give grounds for the
company-specific departures from the recommendations of the German Code. The
Bylaws represent the legally-prescribed document defining the underlying
standards of Beta Systems Software AG’s corporate legal
relationships.







