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CHANGES TO THE EXECUTIVE AND SUPERVISORY BOARDS
In March 2003, Hasso Plattner, the last SAP co-founder on the Executive Board, declared his intention to retire as Co-Chairman and CEO at the Annual General Shareholders’ Meeting on May 9, 2003 and, at the same time, to step down from the Executive Board. Since then, SAP’s Executive Board has had seven members, with Henning Kagermann as the sole Chairman and CEO.
Also, on May 9, Klaus-Dieter Laidig left the Supervisory Board to make his seat available to accommodate Hasso Plattner. At its subsequent meeting, the Supervisory Board elected Hasso Plattner as its Chairperson to replace SAP co-founder Dietmar Hopp. The Supervisory Board therefore continues to have 16 members, eight of whom are employee representatives. The switch brought changes to the membership of the Supervisory Board committees. SAP has posted the details of the committees’ areas of responsibility and their members on its Web site.
2003 COMPLIANCE DECLARATION
Under the German Stock Corporation Act, section 161, listed companies are required to submit an annual declaration of their compliance with the recommendations of the German Corporate Governance Code. The Executive and Supervisory Boards published their joint compliance declaration on SAP’s Web site in May 2003. It is based on the November 7, 2002 version of the German Corporate Governance Code. The 2004 compliance declaration will address the amended recommendations, which the German Government Commission published in July 2003.
The 2003 declaration includes the information that Hasso Plattner’s move to the Supervisory Board means there are now three former Executive Board members on the Supervisory Board. Both the SAP Executive and Supervisory Boards believe that limiting the number of former Executive Board members on the Supervisory Board to two, as recommended by the German Corporate Governance Code, is an inappropriate restriction of the shareholders’ right to elect the members of the SAP Supervisory Board. In particular, as all three former Executive Board members are co-founders of SAP AG and each directly or indirectly holds more than 10% of SAP AG's capital stock. |
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