DABbank

Corporate Governance

Important information about DAB bank and its management team.

Declaration of Conformity

Declaration of Conformity with the German Corporate Governance Code for 2012 pursuant to Section 161 of the German Stock Companies Act

The Management Board and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed and will be followed in the future, with the following exceptions, which are noted and explained below. Since November 17, 2010 (date of the Declaration of Conformity for 2010), these statements are based on the German Corporate Governance Code in the version of May 26, 2010. The last Declaration of Conformity was issued on November 17, 2011. With regard to the company's corporate governance practices in the period since June 15, 2012 (announcement in the Federal Gazette of the German Corporate Governance Code in the version of May 15, 2012), the statements contained in this declaration refer to the recommendations of the German Corporate Governance Code in the version of May 15, 2012.

  • Deductible in the D&O insurance for the Supervisory Board (3.8 para. 3 of the Code):
    According to Section 3.8 para. 3 of the Code, an appropriate deductible should be stipulated if the company maintains D&O insurance for the Supervisory Board. The D&O insurance policy for the Management Board stipulates a deductible in accordance with the statutory provisions. However, the insurance policy does not stipulate a deductible for members of the Supervisory Board. The Management Board and Supervisory Board continue to hold the view that responsible action is a self-evident obligation for all members of the company's governing bodies; therefore, a deductible for Supervisory Board members is not necessary.
  • No severance award cap (4.2.3 para. 4 sub-para. 1 of the Code):
    Contrary to the recommendation, no severance award cap was stipulated in the employment contracts of Management Board members. The Management Board contracts are concluded for a term of three years. In the event of premature termination of a Management Board member without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the Supervisory Board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding Management Board contracts.
  • No Nominating Committee (5.3.3 of the Code):
    The Supervisory Board has not formed a Nominating Committee by reason of the fact that shareholder representatives hold a majority of Supervisory Board seats. Nonetheless, it is assured that the Supervisory Board members to be appointed by the shareholders possess the necessary knowledge, abilities and professional skills to adequately perform their duties.
Munich, December 20, 2012

On behalf of the Supervisory Board:

Dr. Theodor Weimer, Chairman of the Supervisory Board

For the Management Board:

Ernst Huber, Speaker of the Management Board
Dr. Niklas Dieterich, Member of the Management Board
Dr. Josef Zellner, Member of the Management Board

Declaration of Conformity with the German Corporate Governance Code for 2011 pursuant to Section 161 of the German Stock Companies Act

The Management Board and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed and will be followed in the future, with the following exceptions, which are noted and explained below. Since November 17, 2010 (date of the Declaration of Conformity for 2010), these statements are based on the German Corporate Governance Code in the version of May 26, 2010. Because the company's corporate governance practice has changed since November 17, 2010, the company's Declaration of Conformity was updated on March 9, 2011.

  • Deductible in the D&O insurance for the Supervisory Board (3.8 para. 3 of the Code):
    According to Section 3.8 para. 3 of the Code, an appropriate deductible should be stipulated if the company maintains D&O insurance for the Supervisory Board. The D&O insurance policy for the Management Board stipulates a deductible in accordance with the statutory provisions. However, the insurance policy does not stipulate a deductible for members of the Supervisory Board. The Management Board and Supervisory Board continue to hold the view that responsible action is a self-evident obligation for all members of the company's governing bodies; therefore, a deductible for Supervisory Board members is not necessary.
  • No severance award cap (4.2.3 para. 4 sub-para. 1 of the Code):
    Contrary to the recommendation, no severance award cap was stipulated in the employment contracts of Management Board members. The Management Board contracts are concluded for a term of three years. In the event of premature termination of a Management Board member without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the Supervisory Board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding Management Board contracts.
  • No Nominating Committee (5.3.3 of the Code):
    The Supervisory Board has not formed a Nominating Committee by reason of the fact that shareholder representatives hold a majority of Supervisory Board seats. Nonetheless, it is assured that the Supervisory Board members to be appointed by the shareholders possess the necessary knowledge, abilities and professional skills to adequately perform their duties.
In accordance with the updated Declaration of Conformity of March 9, 2011, the following other recommendations of the Code are no longer followed:
  • No voting by mail (2.3.3 sub-para. 2of the Code):
    According to Section 2.3.3 sub-para. 2 of the Code, the company should assist the shareholders by allowing them to cast their votes by mail, in addition to allowing them to appoint a proxy to vote for them at the General Shareholders' Meeting. The Management Board of the company has reviewed the option of voting by mail again and has concluded that the practical implementation of voting by mail is still fraught with too many legal uncertainties at the present time. Therefore, the Management Board will not allow the option of voting by mail in General Shareholders' Meetings to be held in the future. For many years, DAB bank AG has offered its shareholders the option of empowering a proxy specified by the company to exercise their voting rights. That way, shareholders have the option of casting their vote in the time leading up to the day of the General Shareholders' Meeting. We consider that to be sufficient.
  • No performance-based compensation for Supervisory Board members (5.4.6 para. 2 of the Code)
    Section 5.4.6 para. 2 of the German Corporate Governance Code contains the recommendation that members of the Supervisory Board should receive performance-based compensation, in addition to fixed compensation. By resolution of the General Shareholders' Meeting of May 19, 2011, the compensation of Supervisory Board members was converted to purely fixed compensation with effect as of the financial year beginning on January 1, 2011, by amending Article 14 of the company's Articles of Incorporation. The amendment to the Articles of Incorporation took effect when it was recorded in the Commercial Register on May 26, 2011. The purpose of eliminating the variable compensation component is to further strengthen the independence of the Supervisory Board. In the current discussion of corporate governance issues, many sides advocate the absence of performance-based variable compensation for Supervisory Board members, which is more in line with international best practices in this respect. The amendment of Article 14 of the Articles of Association reflects that view.
Until March 9, 2011, the recommendation set out in Section 5.4.1 paras. 2 and 3 of the Code (adoption of concrete goals for the composition of the Supervisory Board) was not followed. By resolution of March 9, the Supervisory Board adopted a resolution to set concrete goals for the composition of the Supervisory Board, so that the recommendation of the Code is now followed.

Contrary to the recommendation set out in Section 4.2.1 sub-para. 1 of the Code, DAB bank AG did not have a Management Board Chairman or a Management Board Speaker until September 1, 2011. By resolution of July 20, 2011, the Supervisory Board appointed the Management Board member Markus Gunter as Management Board Speaker, with effect as of September 1, 2011, and therefore this recommendation of the Code is now being followed.

Munich, November 17, 2011

On behalf of the Supervisory Board:

Dr. Theodor Weimer, Chairman of the Supervisory Board

For the Management Board:

Markus Gunter, Speaker of the Member of the Management Board
Dr. Niklas Dieterich, Management Board


Update of the Declaration of Conformity with the German Corporate Governance Code pursuant to Section 161 of the German Stock Companies Act

Since the company's corporate governance practice has changed since November 17, 2010 (the date of the last Declaration of Conformity), the company's Declaration of Conformity is hereby updated.

The management board and supervisory board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette and as amended on May 26, 2010, were followed and will be followed in the future, with the following exceptions, which are noted and explained below.

The following recommendations of the Code have not been followed unchanged since November 17, 2010 (date of the last Declaration of Conformity) and will also not be followed in the future:

  • Deductible in the D&O insurance (3.8 (3) of the Code):
    Under Section 3.8 (3) of the Code, a reasonable deductible is to be agreed if the company maintains D&O insurance for the supervisory board. Along with the renewal of the D&O insurance cover with effect as of January 31, 2010, a deductible was agreed for the management board in line with the new statutory provisions. However, the insurance policy does not stipulate a deductible for members of the supervisory board. The management board and the supervisory board continue to be of the opinion that responsible actions are a self-evident obligation for each member of these bodies; therefore a deductible is not required for members of the supervisory board.
  • No management board chairman or speaker (4.2.1 Sentence 1 of the Code):
    By way of exception to the recommendation, DAB bank AG has neither a management board chairman nor a management board speaker and therefore practices fully the principle of collegiality set forth in the German Stock Companies Act.
  • No severance payment cap (4.2.3 (4) Sentence 1 of the Code):
    Contrary to the recommendation, no severance payment cap has been agreed upon contract conclusion. The management board contracts are concluded for a term of three years. In the event of premature termination of management board activity without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the supervisory board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding management board contracts.
  • No nomination committee (5.3.3 of the Code):
    The supervisory board has not established a nomination committee due to the majority ownership structure. Nonetheless, it is assured that the supervisory board members to be appointed by the shareholders possess the necessary knowledge, abilities and professional skills to adequately perform their duties.
Due to the change in the company's corporate governance practice since November 17, 2010 (the date of the last Declaration of Compliance), we hereby declare that the following recommendations of the Code will now no longer be followed:
  • No mail election (2.3.3 Sentence 2 of the Code):
    Under Section 2.3.3 Sentence 2 of the Code, the company should not only support the shareholders by offering the possibility of a proxy in the context of the General Shareholders' Meeting, but also by offering the possibility of a mail election. The company's management board has once again reviewed the possibility of a mail election and has concluded that the practical implementation of a mail election is currently still beset with too many legal uncertainties. Therefore, the management board will refrain from offering the possibility of a mail election for the next General Shareholders' Meeting. For many years, DAB bank AG has offered its shareholders the possibility of appointing a proxy specified by the company to exercise their voting rights. In this way, the shareholders have the opportunity to submit their vote up to the date of the General Shareholders' Meeting. We consider this to be sufficient.
  • No performance-oriented remuneration for the members of the supervisory board (5.4.6 (2) of the Code)
    No. 5.4.6 (2) of the German Corporate Governance Code contains the recommendation that the members of the Supervisory Board should receive both fixed and performance-based remuneration. The management board and supervisory board of the company have decided to recommend to the General Shareholders' Meeting of the company on May 19, 2011, to convert the remuneration of the supervisory board members to pure fixed remuneration effective for the fiscal year started January 1, 2011, by amendment of the company's Articles of Incorporation. The amendment of the Articles of Incorporation requires adoption of a resolution by the General Shareholders' Meeting and only becomes effective upon its being recorded in the company's Commercial Register entry.
    The abolition of the variable remuneration component is intended to further strengthen the independence of the supervisory board. The abolition of performance-oriented variable remuneration of the Supervisory Board members is advocated by various parties in the current corporate governance discussion and is more in line with international best practices in this area. The amendment of Article 14 of the Articles of Incorporation as recommended to the General Shareholders' Meeting takes this into account.
Previously, the recommendation in Section 5.4.1 (2) and (3) of the Code (specification of specific goals for the composition of the supervisory board) had not been followed. This was based on the fact that the supervisory board had not yet adopted a corresponding resolution. Since the supervisory board has now adopted specific goals for its composition, this recommendation of the Code is now being followed.

Munich, March 09, 2011

On behalf of the supervisory board:

Dr. Theodor Weimer, Chairman of the Supervisory Board

On behalf of the management board:

Markus Gunter, Member of the management board
Dr. Markus Walch, Member of the management board

Declaration of Conformity with the German Corporate Governance Code for 2010 pursuant to Section 161 of the German Stock Companies Act

"The management board and supervisory board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2010 and will be followed in the future, with the following exceptions, which are noted and explained below. The statements relative to the period from December 23, 2009 (date of the last Declaration of Conformity) to July 1, 2010 are based on the German Corporate Governance Code in the version of June 18, 2009. With regard to the company's corporate governance practices in the period since July 2, 2010 (announcement in the electronic Federal Gazette of the German Corporate Governance Code in the version of May 26, 2010), the statements contained in this declaration refer to the recommendations of the German Corporate Governance Code in the version of May 26, 2010.

  • Deductible in the D&O insurance (3.8.1 of the Code):
    Under Section 3.8 of the Corporate Governance Code, a reasonable deductible is to be agreed if the company maintains D&O insurance for the supervisory board. Along with the renewal of the D&O insurance cover with effect as of January 31, 2010, a deductible was agreed for the management board in line with the new statutory provisions. However, the insurance policy does not stipulate a deductible for members of the supervisory board. The management board and the supervisory board continue to be of the opinion that responsible actions are a self-evident obligation for each member of these bodies; therefore a deductible is not required for members of the supervisory board.
  • No management board chairman or speaker (4.2.1 of the Code):
    By way of exception to the recommendation, DAB bank AG has neither a management board chairman nor a management board speaker and therefore practices fully the principle of collegiality set forth in the German Stock Companies Act.

  • No severance payment cap (4.2.3 (4) of the Code):
    By way of exception to the recommendation, no severance payment cap has been agreed. The management board contracts are concluded for a term of three years. In the event of premature termination of management board activity without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the supervisory board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding management board contracts.
  • No nomination committee (5.3.3 of the Code):
    The supervisory board has not established a nomination committee due to the majority ownership structure. Nonetheless, it is assured that the supervisory board members to be appointed by the shareholders possess the necessary knowledge, abilities and professional skills to adequately perform their duties.
  • No indication of specific objectives concerning the composition of the supervisory board (5.4.1 (2) and (3) of the Code):
    In conjunction with the amendment of the Code dated May 26, 2010, new recommendations were introduced under Section 5.4.1, paras. 2 and 3, according to which the supervisory board should indicate specific objectives concerning its composition. As part of its preparations for the Annual General Meeting 2011, the supervisory board will establish specific objectives regarding its composition.

Munich, November 17, 2010

On behalf of the supervisory board:

Dr. Theodor Weimer, Chairman of the supervisory board

On behalf of the management board:

Markus Gunter, Member of the management board
Dr. Markus Walch, Member of the management board

Declaration of Conformity with the German Corporate Governance Code for 2009 pursuant to Section 161 of the German Stock Companies Act

"The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 18, 2009 (referred to hereinafter as the "GCGK"), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2009 and will be followed in the future , with the following exceptions:

  • Deductible in the D&O insurance (3.8 GCGk):
    Under section 3.8 of the Corporate Governance code, a reasonable deductible is to be agreed if the company takes out a D&O insurance for the management board and the supervisory board. To date the D&O insurance of the DAB bank AG has not stipulated any deductible for the activities of members of the management board or the supervisor board. Upon the renewal of the D&O insurance cover in the first half of 2010, a deductible will be agreed for the management board in line with the new statutory provisions. The management board and the supervisory board continue to be of the opinion that responsible actions are a self-evident obligation for each member of these bodies; therefore a deductible is not required for members of the supervisory board.
  • No speaker of the board (4.2.1 GCGK):
    In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.

  • No severance payment cap (4.2.3 GCGK):The Management Board contracts are concluded for a term of three years. In the event of premature termination of Management Board activity without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the Supervisory Board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding Management Board contracts.
  • No nomination committee (5.3.3 GCGK):
    The supervisory board consists of six members and performs the tasks assigned to it in two committees (executive and audit committee) and in the full supervisory board. Consequently, the management board and the supervisory board do not see any need to set up a nomination committee."
Munich, December 23, 2009


On behalf of the supervisory board:

Dr. Theodor Weimer, Chairman of the supervisory board


On behalf of the management board:

Markus Gunter, member of the Management board
Dr. Markus Walch, member of the Management board

Declaration of Conformity with the German Corporate Governance Code for 2008 pursuant to Section 161 of the German Stock Companies Act

"The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 06, 2008 (referred to hereinafter as the "CGK"), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2008 and will be followed in the future , with the following exceptions:

  • No deductible for D&O insurance (3.8 CGK):
    Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company's business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.
  • No speaker of the board (4.2.1 CGK):
    In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
  • No resolution by the full Supervisory Board concerning the Management Board compensation system (4.2.2 CGK):
    The Supervisory Board has delegated the responsibility for designing the Management Board compensation system to its Executive Committee. The Supervisory Board consults with the Executive Committee on the compensation system and reviews it regularly.


  • No severance payment cap (4.2.3 CGK):
    The Management Board contracts are concluded for a term of three years. In the event of premature termination of Management Board activity without serious cause, compensation amounting to no more than the remaining term of the employment contract will be paid. Therefore, the Supervisory Board does not consider it necessary to stipulate a severance award cap of two years' compensation when concluding Management Board contracts.
  • No nomination committee (5.3.3 CGK):
    Due to the fact that the Supervisory Board currently is composed exclusively of shareholder representatives, the formation of a nomination committee is dispensable in our view
  • No age limit for Supervisory Board members (5.4.1 CGK):
    The average age of the six members of the Supervisory Board is 54. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG."

Munich, December 19, 2008

Declaration of Conformity with the German Corporate Governance Code for 2007 pursuant to Section 161 of the German Stock Companies Act


“The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 14, 2007 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2007 and will be followed in the future , with the following exceptions:

  • No deductible for D&O insurance (3.8 CGK):
    Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

  • No speaker of the board (4.2.1 CGK):
    In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
  • No age limit for Supervisory Board members (5.4.1 CGK):
    The average age of the six members of the Supervisory Board is 54. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
  • No Audit Committee (5.3.2 CGK):
    For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG.
  • No nomination committee (5.3.3 CGK):
    Due to the fact that the Supervisory Board currently is composed exclusively of shareholder representatives, the formation of a nomination committee is dispensable in our view."

Munich, December 21, 2007

Declaration of Conformity with the German Corporate Governance Code for 2006 pursuant to Section 161 of the German Stock Companies Act

“The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 12, 2006 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2006 and will be followed in the future, with the following exceptions:

  • No deductible for D&O insurance (3.8 CGK):
    Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

  • No speaker of the board (4.2 CGK):
    In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
  • No age limit for Supervisory Board members (5.4.1 CGK):
    The average age of the six members of the Supervisory Board is 52. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
  • No Audit Committee (5.3.2 CGK):
    For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG.”

Munich, December 15, 2006

Declaration of Conformity with the German Corporate Governance Code for 2005 pursuant to Section 161 of the German Stock Companies Act

"The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 2, 2005 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2005 and will be followed in the future , with the following exceptions:

  • No deductible for D&O insurance (3.8 CGK):
    Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

  • No speaker of the board (4.2 CGK):
    In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
  • No age limit for Supervisory Board members (5.4.1 CGK):
    The average age of the six members of the Supervisory Board is 52. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
  • No Audit Committee (5.3.2 CGK):
    For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG."

Munich, December 19, 2005

2004

Declaration of Conformity with the German Corporate Governance Code as per Section 161 of the German Stock Corporations Act (AktG) for 2004

"The Managing Board and Supervisory Board of DAB bank AG hereby declare that the recommendations of the Government Commission for the German Corporate Governance Code, in their version of May 21, 2003, published by the Federal Ministry of Justice in the official announcements section of the electronic Federal Gazette [Bundesanzeiger], were followed in fiscal year 2004, and will be followed in the future, with the following exceptions:

  • No deductible for D&O insurance (3.8 CGC):
    Section 3.8 of the Corporate Governance Code recommends that any D&O insurance taken out by the company for its Managing Board and Supervisory Board should include an appropriate deductible. The Managing Board and Supervisory Board are of the opinion that all the company's directors and officers are bound by duty to act in a responsible manner and therefore a deductible is not called for.
  • No Audit Committee (5.3.2 CGC):
    For reasons of efficiency and the relatively small size of the company, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG.
  • No Managing Board spokesman (4.2 CGC):
    In this respect, the practice of DAB bank AG is in strict accordance with the collegiality principle of the German Stock Corporations Act (AktG)."
Munich, December 16, 2004

2003

Declaration of Conformity with the new Corporate Governance Code

(AktG), the Managing Board and Supervisory Board of DAB bank AG declare the following:
DAB bank AG adheres to the recommendations of the Government Commission for the German Corporate Governance Code, with the following exceptions:

  • No deductible for D&O insurance (3.8 CGC):
    We consider such a deductible to be neither necessary nor appropriate. All the company's directors and officers who are members of executive bodies are bound by duty to act in a responsible manner. Moreover, the primary purpose of D&O insurance is to protect the company itself against significant risks; the protection of the personal assets of members of executive bodies is only secondary.
  • No Audit Committee (5.3.2 CGC):
    For reasons of efficiency and the relatively small size of the company, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG.
  • No Managing Board Spokesman (4.2 CGC):
    To this extent, DAB bank AG fully realizes the collegiality principle set forth in the German Stock Corporations Act (AktG).

Directors' Dealings

Any persons performing managerial responsibilities for an issuer of shares are required under section 15a of the German Securities Trading Act ("WpHG") to inform the issuer and the German Federal Financial Supervisory Authority ("BaFin") of any transaction involving company shares or financial instruments pertaining to these shares in which they themselves engage. The same applies to certain persons closely related to or connected with the managers mentioned above.

Notification concerning transactions by persons performing managerial responsibilities pursuant to section 15a of the WpHG

Investor Relations

Dr. Manuel Matthes
Tel +49 / 89 / 5 00 68 - 16 96
Fax +49 / 89 / 5 00 68 - 6 69

E-Mail ir@dab.com