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| Declaration of Compliance 2004 |
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Declaration by the Management and Supervisory Boards of Carl Zeiss Meditec AG on the German Corporate Governance Code in accordance with Art. 161 AktG (Stock Corporation Act)
Pursuant to Art. 161 AktG the Management and Supervisory Boards of Carl Zeiss Meditec AG are obliged to submit an annual declaration that the recommendations of the “Government Commission on the German Corporate Governance Code” have been complied with. This declaration must be made permanently accessible to shareholders.
The Management Board and Supervisory Board declare herewith
that since its last declaration of 8 December 2003, Carl Zeiss Meditec AG has applied the recommendations of the “Government Commission on the German Corporate Governance Code” in the version dated 21 May 2003, with only one restriction concerning the itemised listing of fixed and variable remuneration components of Management Board members. The remuneration of the Management Board in the 2002/2003 financial year was presented as a total amount.
The Management and Supervisory Boards furthermore declare that Carl Zeiss Meditec AG observes and will continue to observe the recommendations of the Code in the version dated 21 May 2003. Only the recommendation contained in article 4.2.4 of the German Corporate Governance Code will continue to be given restricted observance.
Art. 4.2.4:
In the notes to the consolidated financial statements, remuneration paid to members of the Management Board shall be shown divided into fixed allowances, profit-orientated components and components with long-term incentive effect. The figures shall be shown for each director individually.
Payments received by the Management Board are shown as a total in the notes to the consolidated financial statements for the financial year 2003/2004. The Management and Supervisory Boards will examine the possibility of an individualised declaration in future.
Jena, 9 December 2004
For the Supervisory Board
Dr. Michael Kaschke | For The Board of Management
Ulrich Krauss |
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