Corporate Governance

Declaration of Conformity to the German Corporate Governance Code for the Financial Year 2005/2006

MAGIX AG will conform to the recommendations of the German Corporate Governance Code ("Code") passed by the "German Corporate Governance Government Commission" on 26 February 2002 and last amended on 12 June 2006, except for the points listed below.

The Management Board and the Supervisory Board of MAGIX AG support the principle of proper and responsible company management as stated in the Code. The recommendations and proposals of the Code will be implemented insofar as deemed appropriate with regard to MAGIX AG.

The following recommendations are currently not pursued by MAGIX AG:

• Age limit of the Management Board (Code, Section 5.1.2). Due to the age structure of the Management Board of MAGIX AG such regulation is currently not deemed necessary.
• Formation of Supervisory Board committees (Code, Sections 5.3.1, 5.3.2). The Supervisory Board of MAGIX AG currently consists of three board members so that it is not possible to form committees.
• Definition of performance-related remuneration of the Supervisory Board (Code, Section 5.4.7). It is the opinion of the company that the Supervisory Board will fulfil its legal obligation as an independent supervisory body better without its remuneration being linked to the success of the company, as interest neutrality will thus be better guaranteed.
• Publication of the consolidated financial statement and interim reports within the limits set forth in the Code (Code, Section 7.1.2). The company will publish preliminary, unaudited quarterly and semi-annual reports within the time limits set forth in the Code. With regard to the consolidated financial statement and interim reports, however, the company regards the requirements as sufficient for companies listed in the Prime Standard.
  

On this page you will also find information on the Stock currently held by board members, the Transactions by members of the Management Board of MAGIX AG subject to notification, the salary of the Management Board and the Supervisory Board as well as the Stock Option Plan.

The current version of the German Corporate Governance Code can be found here.

Stock currently held by board members

At the time of publication, stock owned by the board members was as follows:
Amount of stock owned Share in %

Transactions by members of the Management Board of MAGIX AG subject to notification from date of IPO (6 April 2006) to 30 September 2006:

Haut de page

Remuneration of the Management Board

The members of the Management Board receive an annual remuneration that consists of success-related, success-independent as well as long-term success-dependent elements.

Irrespective of the success of the company the members of the Management Board receive a fixed salary as well as fringe benefits. Such mainly include use of a company car, travel expenses and telephone costs. The bonus is determined by the Supervisory Board by mandatory discretion based on the business development of the company. In the event of extraordinary achievements, the Supervisory Board may also approve a special bonus. The long-term performance-related pay results from the appointed stock option rights corresponding to the stock option plan approved in the shareholders' meeting. This is explained in detail in the section entitled "Stock Option Plan".

In the financial year 2005/2006 the remuneration of the members of the Management Board amounted to TEUR 1077 in total. TEUR 435 were success-independent components (fixed salaries: TEUR 422, fringe benefits: TEUR 13). Bonuses of TEUR 642 were agreed. In addition, the Members of the Management Board were granted stock options corresponding to a value of TEUR 38. No credits or comparable services were granted to the members of the Management Board. With regard to their activity as members of the Management Board they were not promised or granted benefits by third parties.

The remunerations were apportioned as follows

Haut de page

Remuneration of the Supervisory Board

In accordance with §13, sub-section 1 of the MAGIX AG Charter concluded in the shareholders' meeting, the Supervisory Board of the company is to receive a fixed remuneration per financial year which is to be decided by the shareholders' meeting. Furthermore, the expenses of the Supervisory Board will be refunded. These also include the VAT ("Mehrwertsteuer") added to the remuneration insofar as the member of the Supervisory Board is entitled to invoicing VAT separately. In addition, an appropriate liability insurance (D&O insurance) for the member of the Supervisory Board can be purchased at the expense of the company.

The following remuneration is paid to the members of the Supervisory Board:

Haut de page

Stock Option Plan

319,500 stock options were granted to employees of MAGIX AG according to the following model in May 2006: 

One third of the options can be exercised for the first time after a period of two years, a further third after a period of three years, and the final third after four years. The right to exercise the options shall exist for a period of three years after expiry of the waiting period.  

Furthermore, issue of the shares is linked to the development of the share price.  

Exercise shall only be possible in the event of an increase of the share price by 0.8% per month on average during the period from the day of issue of the options to the day the options are exercised. Exercise shall be effected by purchasing shares of MAGIX AG at the issue price. In the event that an employer cannot or does not want to invest the sum required for purchasing the stocks, it will also be possible to pay him/her the difference between the issue price and the share price at the time of exercising the option.

Haut de page