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| Corporate governance 2003 |
Declaration of Conformity by the Board of Management and Supervisory Board of USU Software AG in Accordance with Article 161 of the German Stock Corporation Act
The Board of Management and Supervisory Board of USU Software AG declare that the recommendations of the "Government Commission for the German Corporate Governance Code" (hereinafter shortened to "the Code") announced in the official section of the electronic Federal Gazette by the Federal Ministry of Justice have been and will be complied with, although the following recommendations have not been and/or will not be applied:
According to clause 3.8 of the Code, a suitable deductible shall be agreed if the company takes out a D&O policy for the Board of Management and Supervisory Board.
USU Software AG had already taken out D&O insurance prior to the Code coming into force; this did not provide for any deductible. There was and is no intention to subsequently introduce a deductible.
Clause 4.2.1 of the Code provides that the Board of Management shall comprise several persons.
The Board of Management of USU Software AG comprised and comprises one person who simultaneously acts as the spokesperson for the Board of Management.
According to clause 4.2.3 of the Code, the Supervisory Board shall agree a cap for extraordinary and unforeseen developments for variable Board of Management compensation components with long-term effect and contain a degree of risk (e.g. phantom stocks). The concrete details of these compensation components shall be published both on the interset site and in the annual report together with the essential features of the compensation system.
The total compensation package for the Board of Management of USU Software AG comprised and comprises both fixed and variable elements. There was and is no intention to provide an additional variable compensation component with long-term incentive effect and which contains a degree of risk and a cap. Therefore, the extent to which the remuneration system has been published on the internet and in the company's annual report has not exceeded statutory requirements, nor will it do so in the future. For further details, please refer to clause 4.2.4 which follows.
According to clause 4.2.4 of the Code, the compensation of the Board of Management members is to be shown in the notes to the consolidated financial statements according to fixed, performance-related and long-term incentive components. The figures should be individualised.
USU Software AG has not provided individualised information regarding the compensation of the Board of Management members and does not intend to do so. The information regarding the compensation of the Board of Management has been and will be indicated in the notes to the consolidated financial statements as total earnings for all Directors, according to fixed and variable component. In the event that the company's Board of Management acts as the sole Board of Management, there will be no disclosure of the compensation whatsoever.
According to clause 5.1.2 of the Code, an age limit for Board of Management members is to be stipulated.
USU Software has not implemented a set age limit for Board of Management members in the past and does not intend to do so.
According to clause 5.4.1 of the Code, an age limit for Supervisory Board members shall be set for proposed appointments to the Supervisory Board.
USU Software AG has not implemented a set age limit for Supervisory Board members in the past and does not intend to do so.
According to clause 5.4.5 of the Code, Supervisory Board members are to receive a separate remuneration for functions including taking over the chairmanship or becoming a member of a Supervisory Board committee. In addition, the members of the Supervisory Board are to receive a performance-related compensation component on top of a fixed amount. The compensation paid by the company to the Supervisory Board members, or benefits granted to them, are to be separately indicated in the notes to the consolidated financial statements.
The articles of association of USU Software AG has not provided for and are not planned for provide for either compensation for being a member or the chairman of a Supervisory Board committee or a performance-related compensation for members of the Supervisory Board. The information regarding the remuneration of the Supervisory Board, including any benefits granted, has been and will be indicated in the notes to the consolidated financial statements as total earnings for all Supervisory Board members, according to fixed amount and variable compensation.
According to clause 7.1.2 of the Code, interim reports are to publicly accessible within 45 days of the end of the reporting period.
In the past, USU Software AG has published interim reports in accordance with the relevant stock exchange rules and regulations, immediately after they have been completed, and at the very latest within two months of the end of the reporting period. This policy will continue to apply.
Signed
Board of Management and Supervisory Board of USU Software AG
Möglingen, 16 December 2003
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