Corporate Governance at AWD

Permanent transparency in corporate management an supervision pays off

For many years, the AWD Group has closely followed general developments in the field of corporate governance and supports the initiatives designed to facilitate the improved and faster appraisal of German companies in the international competition for capital. With its initial public offering, AWD has started to establish an own Corporate Governance department. Its Corporate Compliance Officer has introduced a clear understanding for transparency and consistent standards in the company.

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Voluntary commitment at AWD

The Supervisory Board and the Board of Management regularly work in close co-operation with the Corporate Governance department. The Corporate Compliance Officer reports directly to the Supervisory Board and the Board of Management and attends the meetings of the Supervisory Board and the Board of Management.
The Supervisory Board and the Board of Management regularly receive the Corporate Compliance Officer's Report. This report is intended to serve as a basis for discussion at least once a year by the Supervisory Board and the Board of Management on the further development of and compliance with the principles of corporate governance.
All primary insiders - that is, the Supervisory Board, the Board of Management, the directors of the companies of the Group and in some cases senior executives or employees of AWD Holding AG and its subsidiaries who are deemed to be insiders - have committed themselves voluntarily to adhering to the so-called AWD declaration of compliance. This lays down binding regulations, as a more concrete form and supplement to the provisions of Sections 13 and 14 of the German Securities Trading Law, on trading in AWD's shares and any form of derivatives, and creates the conditions necessary for acting in compliance with the recommendations of the German Share Institute (DAI) and trading in the company's own shares only when complete information is available to the equity markets.
The Supervisory Board, the Board of Management and the directors of the companies of the Group report to the Corporate Compliance Officer at predetermined dates in the year on their ownership of AWD shares and any form of derivatives.
Dealing with conflicts of interest is regulated in binding form for the Supervisory Board, the Board of Management, the directors of the companies of the Group, and executives and employees subject to compliance at AWD Holding AG and its subsidiaries

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General approach and core processes of corporate governance at the AWD Group

On the basis of statutory provisions and the Code, corporate governance standards are developed in detail for management work and are applied so as to increase corporate value. Corporate governance at the AWD Group is anchored in five core processes and thus becomes permanently effective

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Components and instruments of effective management and supervision at the AWD Group

As a further precondition for the targeted implementation of the Code's principles, specially developed corporate governance tools are applied within the company:
Development and application of corporate governance tools at the AWD Group

Self-evaluation by the Supervisory Board
Corporate Governance Report of the company
Report by the Corporate Compliance Officer to the Supervisory Board and the Board of Management
Review of the principles of corporate management and supervision taking into consideration the German Corporate Governance Code
AWD Declaration of compliance: commitment concerning dealing in the company´s own shares and conflicts of interest
Information on periods blocked for share trading

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Binding transparency through orientation towards the German Corporate Governance Code

The German Corporate Governance Code incorporates existing statutory regulations for the management and supervision of companies listed by German stock exchanges. Moreover, the Code recommends standards of behaviour and disclosure duties in order to further improve transparency for national and international investors. With the submission of the annual declaration of compliance, the Supervisory Board and the Board of Management comment the recommendations and suggestions of the Code. This serves to enhance transparency and comparability. AWD Holding AG adheres to the currently valid wording of the German Corporate Governance Code, which can be seen at any time at http://www.corporate-governance-code.de/eng/kodex/index.html.

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Declaration of compliance with the German Corporate Governance Code

All declarations of compliance are permanently made accessible at "Declarations of Compliance".

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AWD receives Corporate Governance Quality Award 2005

University of Hamburg identifies best-managed companies
In connection with the survey carried out by the University of Hamburg, in November 2005 AWD Holding AG received the "Euro Corporate Governance Quality Award 2005". The magazine "Euro Finanzen" recognised the "outstanding quality of corporate governance" at AWD Holding AG "as the best company in the MDAX" and emphasised its "particularly transparent corporate management". For the AWD Group, the award is additional motivation to maintain and continue developing its high corporate governance standards in the future.

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Corporate governance dialogue at AWD

For the preparation of further ideas for even more effective corporate governance, including well-founded management and controlling instruments, the Corporate Compliance Officer lectures and researches in the field of »management, organisation and corporate governance«. AWD's Corporate Compliance Officer can be contacted for dialogue by e-mail at corporate.governance@AWD.de.

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