Rosenthal makes furniture
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Rosenthal and the logo design with crown and swords are registered trademarks of Rosenthal AG, Selb, Germany.
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permission of Rosenthal AG.
Rosenthal Einrichtung
Hindenburgring 9
32339 Espelkamp
Germany
Managing Director: Uwe Böhm
Contact: Larissa Specht
Fon +49 (0)5772.209-0
Fax +49 (0)5772.209-90
Email: info@rosenthaleinrichtung.de
Rosenthal AG
Philip-Rosenthal-Platz 1
95100 Selb
Germany
Email: info@rosenthal.de
Company Registered Office: Selb
Commercial Registry Court Hof, Entry No.: HRB 33
Chamber of Commerce IHK-Bayreuth: 10051419
Chairman of the Supervisory Board: Dr. Volker Triebel
Board of Management: Ottmar C. Küsel (Chairman), Ralf Kuhn
© 2004 Rosenthal AG, Selb, Germany.
Conception, organization and implementation
Ralf Grosse Schute Werbeagentur
www.ralf-grosse-schute.de
Declaration of Fulfilment in accordance with § 161 AktG
The recommendations of the Government Commission German Governance
Codex in the version dated 21st May 2003 publicised in the official
section of the electronic Gazette by the Federal Ministry of Justice on
20th August 2002 were and are met – with the exception of the following
recommendations.
Publication of the reports and documents demanded by the law for the
annual general meeting including the operating report and agenda on the
company’s Internet page (subsection 2.3.1).
Due to the company’s shareholders’ structure (one majority shareholder
as well as a few further shareholders), publication on the Internet
page will be done without.
Appointment of a representative for executing the right to vote in accordance with instructions (subsection 2.3.3).
Appointment of a representative for executing the shareholders’ right
to vote in accordance with instructions will be decided upon
individually when required.
Net retention with D & O Liability Insurance (subsection 3.8).
The company deems the agreement of reasonable net retention in the
so-called Directors & Officers Liability Insurance neither
requisite nor appropriate. Responsible action is a self-evident
obligation for all organ members. Over and above this, D & O
Liability Insurance primarily serves to insure the company’s own
essential risks and only secondarily to protect the organ members’
financial interests.
Remuneration of board members (subsection 4.2.4).
We do not accept the proposal of the Codex to give individual account
of executive salaries. In our considered opinion, the concomitant
drawbacks bear no fair and reasonable relation to the benefits of such
a – on the whole – very controversially debated practice.
Constituting Supervisory Board committees (subsection 5.3).
The Supervisory Board comprises three members. The board will not constitute any committees.
Success-oriented remuneration of the Supervisory Board (subsection 5.4.5).
The company does not have success-oriented remuneration of the
Supervisory Board; it is not intended to introduce same either. Such
remuneration might negatively influence the strict control of the
company by the Supervisory Board, oriented solely on the company’s
welfare.
Publication of a “Financial Calendar” (subsection 6.7).
A “Financial Calendar” has not been published to date; publication with adequate lead time is not possible at present.
Publication of information about the company on the company’s Internet page (subsection 6.8).
These publications will not yet be initiated in the current financial year.
Selb, February 2005
ROSENTHAL AG
The Supervisory Board The Executive Board