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Corporate Governance |
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Corporate Governance –
Lawful and responsible management at NA |
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The German Corporate Governance Code presents essential statutory regulations for the management and supervision of German exchange-listed companies. In addition it contains internationally recognised standards for good and responsible governance.
In the joint Statement of Policy issued by the Executive Board and the Supervisory Board NA has committed itself to responsible, transparent corporate management and control, oriented to increasing enterprise value. We understand Corporate Governance as a continuous process to improve management and control in the light of new experiences and regulations as well as further developing national and international standards.
The new Transparency and Disclosure Act (TransPuG) came into force on 26 July 2002 and a new Section 161 was included in the Companies Act (Aktiengesetz). Accordingly the Executive and Supervisory Boards of exchange-listed companies are obliged to issue a joint Declaration of Conformity stating that the recommendations of the German Corporate Governance Code have been and are being fulfilled or detailing any recommendations that were or are not being applied. The shareholders must have constant access to this declaration. In addition, the Executive and Supervisory Boards publish a Corporate Governance Report each year in the Annual Report.
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| Collaboration with the auditors |
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NA’s Supervisory Board has formed an Audit Committee consisting of four members of the Supervisory Board.
The Audit Committee’s task is to examine in particular questions concerning accounting and the company’s risk management, the required neutrality of the auditors, the appointment of the auditors for the financial year, the determination of focal points in the audit and the agreement on fees.
Before presenting the proposal on the election of the auditors at the Annual General Meeting, the Audit Committee will obtain a declaration from the planned auditors as to whether and, in the affirmative, to what extent professional, financial or other relations exist between the auditors and its Board members and partners and accountants on the one hand and the company and its Board members on the other hand, which could give grounds for doubting the auditors’ neutrality. The declaration shall also include information on the extent to which other assignments have been performed for the company in the last fiscal year or have been contractually agreed for the following year, in particular in the advisory sector.
It shall be agreed with the auditors that the Chairman of the Audit Committee shall be immediately informed about possible reasons for exclusion or partiality arising during the audit inasmuch as these are not removed. It shall be agreed with the auditors that they shall immediately advise about any conclusions and occurrences which are significant for the duties of the Supervisory Board and which arise during the performance of the audit.
It shall be agreed with the auditors that they shall inform the Supervisory Board or make a comment in the auditors’ report if, during the performance of the audit, they discover facts that result in an inaccuracy in the declaration made by the Executive and Supervisory Boards under the German Corporate Governance Code.
The respective Chairman of the Audit Committee reports to the Supervisory Board at regular intervals about the Committee’s work.
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German
