Hasso Plattner new Supervisory Board chairperson
In May 2003, Hasso Plattner resigned his seat on the Executive Board. The 2003 Annual General Shareholders' Meeting elected him to the Supervisory Board, which subsequently chose him as its chairperson. The outgoing chairperson, Dietmar Hopp, served in this capacity for five years. Henning Kagermann thus became sole chairperson of the Executive Board and chief executive officer (CEO).

In the fast-moving world in which SAP does business, it is a real benefit to have a Supervisory Board that is abreast of the latest advances. Hasso Plattner’s move to the Supervisory Board helps to accomplish this awareness. It also augurs well for the continuation of the customarily close cooperation between the chairs of the two Boards.

Keeping ahead of Sarbanes-Oxley Act requirements
Once again, the focus of SAP’s corporate governance attention in 2003 was on timely action to comply with requirements under the Sarbanes-Oxley Act. The Sarbanes-Oxley Act is the U.S. Public Company Accounting Reform and Investor Protection Act of 2002. Among the changes the Company made:

• In December 2002, SAP fulfilled one of the main recommendations of the U.S. Securities and Exchange Commission (SEC) for complying with the Sarbanes-Oxley Act by setting up a Disclosure Committee. Its members are the CEO, the chief financial officer (CFO), and five other senior managers with a mix of roles. It is tasked with ensuring SAP openly and plainly discloses all of the information to which investors are entitled without delay in accordance with the Company’s own Principles of Corporate Governance and thus complies with all applicable requirements of the law. 
• SAP enhanced its processes for documenting and evaluating the effectiveness of its internal controls. The CEO and CFO were able to rely on that documentation when, in March 2003, they provided certifications of the 2002 Form 20-F annual report as required by the SEC under the Sarbanes-Oxley Act.
• A detailed internal directive ensured that the Audit Committee of the Supervisory Board monitors all audit and non-audit work done for SAP by its independent auditor.
• Prompted by the Sarbanes-Oxley Act, SAP set out its previously unwritten employee ethics code in a formal SAP Code of Business Conduct. The Code, which is binding on all SAP employees and directors, sets the standard for how they interact with customers, partners, competitors, and vendors. It is posted on the SAP Web site.

Because of Hasso Plattner’s move to the Supervisory Board, SAP’s annual declaration concerning compliance with the German Corporate Governance Code (German CG Code) in May 2003 was different than in 2002. As in the previous year, SAP confirmed that the SAP Principles of Corporate Governance are consistent in all material respects with the German CG Code. However, one of the reported deviations of SAP’s Principles from the German CG Code was the fact that, including Hasso Plattner, three former Executive Board members now sit on the Supervisory Board: The German CG Code recommends that not more than two former members of a company’s executive board sit on its supervisory board.