SAP's Articles of Incorporation
The basic conditions framing SAP’s set-up in corporation law terms are contained in the Articles of Incorporation. The articles of incorporation are established when a German stock corporation is founded and can only be changed by resolution of a general meeting of shareholders.
German law requires every company to have articles in place from the time of its incorporation. The articles must outline the company constitution and meet certain minimum statutory requirements. For example, SAP's Articles of Incorporation define our corporate purpose, the amount of capital stock, the share class, and the organization of our Executive Board and Supervisory Board.
A company's articles can also include additional provisions that exceed the minimum legal requirements, as long as these are not inconsistent with the law. SAP's Articles of Incorporation include such additional provisions.
Only the General Meeting of Shareholders can amend the content of the Articles of Incorporation, and any changes must be carried by a three-fourths majority of the shares represented at the meeting.
German Code of Corporate Governance
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.
Declaration of Implementation Pursuant to the German Stock Corporation Act, Section 161
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.
As required by the German Stock Corporation Act, section 161, we publish a declaration every year that reports in detail on our implementation of the recommendations in the German Corporate Governance Code.
SAP's most recent declaration of implementation of the German Corporate Governance Code, dated October 29, 2012:
As required by German law, the declaration of implementation documents deviations from the official code.
SAP's previous declarations of implementation of the Code:
Code of Business Conduct for Employees
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.
SAP's Code of Business Conduct for Employees is a statement of the company's commitment to safeguarding our investors and customers against unfair competitive practices, corruption, or misleading statements. The code is binding for all employees and sets the standard for all dealings with customers, partners, competitors, and vendors.
International differences in culture, language, and legal and social systems make the adoption of a uniform code of business conduct across the entire SAP Group somewhat difficult. As a result, SAP has set forth a master code consisting of minimum standards. In turn, each company within the SAP Group must adopt a similar code that meets at least these minimum standards and may include additional or more stringent rules of conduct.
The following code of conduct is in place for SAP AG, parent company of the SAP Group. This SAP AG code is identical to the SAP Group master code.
The Sarbanes-Oxley Act requires companies listed in the United States to declare whether they have a code of ethics that, at minimum, applies to certain levels of management. SAP's Code of Business Conduct for Employees meets the standards set by the Sarbanes-Oxley Act and the regulations pursuant to the act.
To learn more about the code or to report potential violations, e-mail SAP at email@example.com or call us at +1 877-587-8605 (toll free in the U.S.) or +49 6227 7 60396 (Germany). SAP prohibits all forms of bribery or corruption, including facilitation payments.