Compliance with the German Corporate Governance Code and declarations of compliance
Linde AG follows the German Corporate Governance Code presented by the 'Government Commission on the German Corporate Governance Code' and as amended from time to time. In March 2012, the Executive Board and Supervisory Board of Linde AG issued a declaration of compliance with the recommendations of the German Corporate Governance Code as amended on 26 May 2010 in accordance with § 161 of the German Stock Corporation Law (AktG) and made this declaration permanently available to the public on the Linde website.
The German Corporate Governance Code was amended following the issuing of this declaration of compliance in March 2012.
The Executive Board and Supervisory Board studied the requirements of the German Corporate Governance Code as amended on 15 May 2012 in detail, before issuing the following declaration of compliance in March 2013.
"The Executive Board and Supervisory Board of Linde AG declare in accordance with § 161 of the German Stock Corporation Law: All recommendations of the 'Government Commission on the German Corporate Governance Code' in the latest version have been and will be observed in future with the following exception.
In addition to fixed compensation, the members of the Supervisory Board have to date received performance-related compensation whose variable components have a one-year rather than a multi-year assessment basis. Section 5.4.6, para 2, of the German Corporate Governance Code in the version dated 15 May 2012 recommends for the first time that performance-related compensation shall be oriented towards sustainable growth of the enterprise.
In accordance with Section 87, para 1, sentence 3, of the German Stock Corporation Law (Aktiengesetz), this can be regarded as a recommendation for a multi-year assessment basis. A decision on the compensation of the members of the Supervisory Board is made by the Annual General Meeting, which was unable to take account of this changed recommendation last year. During the Ordinary Annual General Meeting on 29 May 2013, the Executive Board and the Supervisory Board intend to propose a change to the compensation of the members of the Supervisory Board in the Articles of Association. This change will take account of the new recommendation. This regulation shall take effect from 30 May 2013."
The current declaration of compliance and all past declarations of compliance with the German Corporate Governance Code are available on the company’s website at www.linde.com/declarationofcompliance.
Linde AG also complies to the greatest possible extent with the suggestions made in the Code, with only one exception: The Code suggests that it should be possible for shareholders to follow the Annual General Meeting via modern communication media (e.g. the Internet). We transmit the opening remarks made by the Chairman of the Supervisory Board and also 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.