Linde AG follows the German Corporate Governance Code presented by the Government Commission as amended from time to time. The Executive Board and Supervisory Board of Linde AG issued a declaration of compliance with the recommendations of the German Corporate Governance Code in 2011 in accordance with § 161 of the German Stock Corporation Law (AktG) and made it permanently available to the public on the Linde website. In March 2012, the Executive Board and Supervisory Board submitted the following declaration:
"The Executive Board and Supervisory Board of Linde AG declare in accordance with § 161 of the German Stock Corporation Law:
Linde AG has complied and will in future comply with all the recommendations of the Government Commission on the German Corporate Governance Code as amended on 26 May 2010.
Since it made its last declaration of compliance in March 2011, Linde AG has complied with all the recommendations of the Code as amended on 26 May 2010."
The current declaration of compliance and all past declarations of compliance with the German Corporate Governance Code are available here.
Linde AG also complies to the greatest possible extent with the suggestions made in the Code, with the following two exceptions:
The Code suggests that the Annual General Meeting is transmitted on the Internet. We transmit the opening remarks made by the Chairman of the Supervisory Board and the Chief Executive Officer’s speech, but not the general discussion. In principle, the articles of association permit the transmission of the Annual General Meeting in full via electronic media. However, out of respect for shareholders’ privacy, we do not transmit the contributions of individual speakers. Nevertheless, we will continue to follow developments closely.
In addition, there is a suggestion in the Code that variable emoluments payable to members of the Supervisory Board should also be linked to the long-term performance of the company. When revised arrangements for Supervisory Board remuneration were approved at the Annual General Meeting in June 2007, it was decided not to introduce a long-term component.
