Corporate | 23 December 2002 14:16

Syzygy AG english

syzygy AG commits itself to observing extensive corporate governance guidelines Corporate-news announcement sent by DGAP. The sender is solely responsible for the contents of this announcement. ——————————————————————————– Bad Homburg 23.12.2002 With its extensive corporate governance commitment as well as its listing on the new “prime standard” segment of the German stock exchange, syzygy continually opts for open communication and transparency in its company management in the German small cap area. The compliance declaration with the new German corporate governance codex to be made by the end of 2002 according to §161 of the German Stock Corporation Law was signed today by the Managing Board and Supervisory Board on 23.12.2002. syzygy will therefore fulfil all of the requirements of the codex without exception. Additionally, the supplier of Internet services has fulfilled most of the optional suggestions of the codex to date. The Managing Board and the Supervisory Board of syzygy AG are much in favour of the proposed German corporate governance codex and have decided to implement and to comply with the guidelines. “syzygy has fulfilled most of the requirements for some time already. The speedy publishing of quarterly reports (presently 29 days after the end of a quarter) in particular, is an indication of investors’ criteria being actively implemented according to the international requirements for transparency” reports Sven-Roger von Schilling, syzygy Financial Manager. Another example of good corporate governance being implemented is the ransmission of essential parts of the general shareholders’ meetings on the Internet as well as the disclosure of intra-company regulations. The declaration of compliance in its actual wording according to §161 German Stock Corporation Law can be found below and will also be published in the syzygy annual report 2002. However it can be looked up under News on our website www.syzygy.net and in the near future there will be also more details under the new Corporate Governance area of the syzygy homepage. syzygy AG complies with the German Corporate Governance Code with the following exceptions: “(1) The recommendation to agree a deductible in the context of a D & O insurance for members of the executive board and supervisory board in accordance with number 3.8 para 2 German Corporate Governance Code is not being applied since the company in principle is not of the view that the motivation and responsibility with which the members of executive board and supervisory board are aware of and perform their tasks can be improved by such an excess. (2) The recommendations to implement qualified committees of the supervisory board in accordance with number 5.3.1 German Corporate Governance Code as well as an audit committee of the supervisory board in accordance with number 5.3.2 German Corporate Governance Code are not being applied since the supervisory board only consists of three members. (3) At present, contradictory to 5.4.5. para 1 and 2 German Corporate Governance Code, the supervisory board members do not receive any compensation. The executive board and supervisory board intend, however, to propose at the next Annual General Meeting to approve a resolution regarding such a compensation which takes into account the responsibility and scope of tasks of the members of the supervisory board as well as the economic situation and the performance of the enterprise. Also to be considered here shall be the exercising of the Chair and Deputy Chair positions in the supervisory board.” syzygy AG Board of directors and supervisory Board Bad Homburg, December 23, 2002 end of message, (c)DGAP 23.12.2002 ——————————————————————————– WKN: 510480; ISIN: DE0005104806; Index: Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München und Stuttgart 231416 Dez 02