Corporate Governance:
Policies and Statutes
At SAP, we believe that we have a responsibility to maintain shareholder, customer, and employee confidence in the company's high standards of governance and accountability. This confidence is essential to everything we do in business and allows us to measure our level of success.
Our Articles of Incorporation set out the bylaws and powers of our Company, as required in German law. Only the General Meeting of Shareholders can change the Articles of Incorporation.
Another key document is the German Corporate Government Code, adopted on February 26, 2002 by a German Government Commission established for that purpose in September 2001. The aim of the Code is to reinforce confidence in the management and oversight of German corporations by spelling out clear rules of corporate governance that are transparent for German and international investors. The Government Commission reviews the Code and publishes a revised version once a year.
Every year, the Supervisory Board and the Executive Board make a declaration, as required by the German Stock Corporation Act, section 161, stating that SAP has implemented and will follow the Code or identifying any recommendations in the Code that we do not, or will not, follow.
The Code of Business Conduct expresses the high standard of integrity that we require from our employees in conducting the Company's business, in terms transparent to employees and other stakeholders.
As a foreign issuer of securities listed on the New York Stock Exchange (NYSE), SAP must report on the differences between the corporate governance rules it is subject to in Germany and the NYSE corporate governance rules.