Corporate Management Declaration pursuant to Sections 289f, 315d of the German Commercial Code (Handelsgesetzbuch – HGB)

Description of the Workings and Composition of the Board of Management and the Supervisory Board of SGL Carbon SE and their Committees

The corporate management of SGL Carbon SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL Carbon SE as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL Carbon SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL Carbon SE, the Company implemented the two-tier board system, which is characterized by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL Carbon SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the Company's enterprise value.

The Board of Management of SGL Carbon SE currently comprises two members. Hence, the Board of Management has no committees. The Board of Management is responsible for managing the Company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management and their responsibilities please refer to www.sglgroup.com (under "Company/Board of Management").

The Board of Management develops the Company and Group strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and comprehensively reports to the Supervisory Board on all material business developments within the Company and the Group, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation, and material business transactions.

The Supervisory Board of SGL Carbon SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half representing the employees. The members of the Supervisory Board representing the shareholders are appointed by the general meeting of shareholders; the members representing the employees are appointed by the SE Works Council according to the Company's agreement with the employees on co-determination. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.com (under “Company/Supervisory Board”).

The Supervisory Board advises and monitors the Board of Management in managing the enterprise. The Supervisory Board appoints and dismisses the members of the Board of Management of the Company, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decisions which are of material importance for SGL Carbon SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL Carbon SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL Carbon SE are available under www.sglgroup.com (under “Investor Relations/Annual General Meeting”)).

The Supervisory Board of SGL Carbon SE has established five permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy Committee, which discusses fundamental issues regarding the strategy of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business area; the Governance and Ethics Committee which primarily reviews transactions between SGL Group companies and members of the Supervisory Board, related parties and material shareholders. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.com (under “Investor Relations/Financial Reports/Annual Reports/2017”) as well as the Supervisory Board Report, which is accessible under www.sglgroup.com (under “Investor Relations/Financial Reports/Annual Reports /2017”).

Relevant Information on Management Practices of the Enterprise

Compliance with the German Corporate Governance Code

SGL Carbon SE regularly reviews compliance with the recommendations and suggestions of the German Corporate Governance Code. It complies with all recommendations of the Code in the version dated February 7, 2017.

SGL Corporate Governance Principles

SGL Carbon SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL Carbon SE as well as additional practices of the Company and SGL Group that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the enterprise, as well as to promote the trust of our stakeholders, business partners and employees as well as the public. The Principles are reviewed at least once a year and continuously amended to reflect further developments in legislation, recommendations and actual practice. In addition to the bylaws of the Company's Board of Management and Supervisory Board and SGL Group's organizational principles, the SGL Corporate Governance Principles also comprise the key internal Group-wide guidelines dealing with corporate governance and compliance matters.

The most basic guideline is SGL Group`s Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behavior. The Code of Business Conduct and Ethics reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behavior in business life. They provide employees and corporate bodies of the Group with guidance particularly in the fields of business security, financial integrity, compliance with cartel, capital market and foreign trade law, compliance with environmentally and socially acceptable business practices and the prevention of conflicts of interest in business transactions. The Code of Business Conduct and Ethics is published under www.sglgroup.com (under “Investor Relations/Corporate Governance/Code of Business Conducts and Ethics”).

Based on the principles of the SGL Corporate Governance Principles a system of corporate guidelines has been developed applying to both SGL Carbon SE and SGL Group and which form part of the Group's corporate governance and compliance structure:

  • Whistleblower Guideline to report possible compliance incidents in the interests of promoting an open and trustful work environment relating to possible integrity issues
  • Corporate and Social Security Policy which contains an undertaking to comply with all the security standards adopted by the enterprise with respect to health and environment, work environment, asset and corporate values as well as production and IT processes
  • Global Antitrust Compliance Policy
  • Guidelines for Compliance with Capital Market Laws and Regulations
  • Gifts and Entertainment Policy to provide guidance for legal and ethical behaviour in connection with all kinds of granting and accepting gifts and other benefits to, and from, business partners of SGL Group and government officials
  • Internal Control Manual summarizing and defines the existing internal control systems of SGL Group
  • Risk Management System Guideline which defines responsibilities and required process structures for the identification and continued monitoring of core risks

Declaration of Compliance by the Board of Management and the Supervisory Board of SGL Carbon SE pursuant to Sec. 161 of the German Stock Corporation Act

Pursuant with Article 9 para. (1) lit (c) (ii) SE-VO in connection with Section 161 of the German Stock Corporation Act, the management board and supervisory board of a listed European stock corporation (Societas Europaea) with its statutory seat in Germany are obliged to declare at least once a year whether the Company has complied with the German Corporate Governance Code and which recommendation of the Code has not been or will not be applied and why not. The Board of Management and the Supervisory Board of SGL Carbon SE have issued the following Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act:

“The Board of Management and the Supervisory Board of SGL Carbon SE declare: 

  1. The last Declaration of Compliance was given on September 7, 2016. Since that date, SGL Carbon SE has been in full compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” ("Regierungskommission Deutscher Corporate Governance Kodex") in the version dated May 5, 2015 (published on June 12, 2015) as published by the Federal Ministry of Justice and Consumer Protection in the section of official notice of the German Federal Gazette.
  2. The "Government Commission on the German Governance Code" presented a new version of the German Corporate Governance Code on February 7, 2017 (published on April 24, 2017). As has been declared under item 1. hereof, SGL Carbon SE is also in compliance with the new version of the Code with the exception of the new recommendations in Article 5.4.1 (2) and (4) of the revised Code. According to these new recommendations, the Supervisory Board should develop a skills profile for the entire board, and proposals of the Supervisory Board to the annual general meeting for the election of the Supervisory Board members should strive to meet the skills profile.  Following a detailed discussion in its meeting of today, the Supervisory Board adopted such a skills profile, which is also meant to be taken into account as proposed for proposals for election of Supervisory Board members. As of today, SGL Carbon SE is thus in full and complete compliance with the recommendations of the "Government Commission on the German Corporate Governance Code in the version of the Code dated February 7, 2017."

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy most  of the non-obligatory suggestions of the German Corporate Governance Code.
 

Wiesbaden, July 13, 2017

For the Supervisory Board of SGL Carbon SE: Susanne Klatten (Chair Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Dr. Jürgen Köhler (Chairman Board of Management SGL Carbon SE)”
 

Determinations in Accordance with the Act Governing Equal Opportunity for Women and Men in Management Positions and Details on the Minimum Proportion in the Supervisory Board

In compliance with the Act Governing Equal Opportunity for Women and Men in Management Positions in the Private Economy and in Public Service of April 2015, SGL Carbon SE had set down the following target figures for the proportion of women in the Board of Management and the following management level, including the time for their achievement. In its meeting in September of 2015, the Supervisory Board had set down a target figure for the proportion of women in the Board of Management of SGL Carbon SE of 0% as of December 31, 2016 (proportion of women at the adoption of the resolution: 0%). In September of 2015, the Board of Management had itself defined a target figure for the proportion of women in the management level of SGL Carbon SE below the level of the Board of Management of at least 16.67% as of December 31, 2016 (proportion of women at the adoption of the resolution: 16,67%). The definition of the proportion of women for a second management level below the Board of Management had not been possible because SGL Carbon SE, in its capacity as a mere group parent company with a flat management structure, had only one relevant management level (with relevant personnel and management authority) below the level of the Board of Management. Both targets were achieved. On December 31, 2016 the proportion of women in the Management Board of SGL Carbon SE amounted to 0% and in the management level below the Management Board 20%.

In connection with the expiration of the initial target achievement period until December 31, 2016, the Management Board and the Supervisory Board have set down targets for the consecutive period. Insofar, the Supervisory Board has set down a target figure for the proportion of women in the Board of Management of SGL Carbon SE of 0% as of December 31, 2019 (proportion of women at the adoption of the resolution: 0%). The Board of Management has itself defined a target figure for the proportion of women in the management level of SGL Carbon SE below the level of the Board of Management of at least 20% as of December 31, 2019 (proportion of women at the adoption of the resolution: 20%). The definition of the proportion of women for a second management level below the Board of Management was not possible because SGL Carbon SE, in its capacity as a mere group parent company with a flat management structure, has only one relevant management level (with relevant personnel and management authority) below the level of the Board of Management.

The Act Governing the Equal Opportunity for Women and Men in Management Positions also demands that, subject to certain transitional provisions, the Supervisory Board of SGL Carbon SE must be comprised of at least 30% women and at least 30% men as of January 1, 2016. The company does not yet comply with the minimum proportion of 30% women, as the Supervisory Board currently has only three female members. This requirement must be taken into account, however, during the next required election of Supervisory Board member; however, the elections in the Supervisory Board which took place prior to January 1, 2016, remain fully valid.
 

Information on Diversity regarding the Company's Corporate Management

In accordance with the corporate governance principles of the company, the composition of the Management Board of the Company must take diversity into account. First of all, this means diversity in professional expertise manifesting itself in the existing structure of the Company where at least one of the members of the Management Board has extensive experience in the operative business of the Company, in strategic corporate management and in financial / controlling and reporting processes. Furthermore, it is essential that the internationality of SGL Group is also reflected within the Management Board by considering extensive professional experience in and with other countries. In terms of gender diversity, given the size of the Company's Board of Management consisting of only two members, no extensive ratio was considered to be appropriate (see above "Determinations in Accordance with the Act Governing Equal Opportunity for Women and Men in Management Positions and Details on the Minimum Proportion in the Supervisory Board "). Regarding the age structure, it is envisaged that membership in the Board of Management is usually limited at 65 years. In the case of new appointments, the Supervisory Board will follow this requirement profile to appoint the best candidate for a vacant position in the interests of the Company. In the current composition, the Company's objectives for the appointment of the Board of Management are fulfilled.

With regard to its composition, the Supervisory Board of the Company has set itself detailed objectives in order to ensure that various perspectives and background experiences are represented in its plenum. Of importance is the consideration of different professional backgrounds. To perform its duties properly, at least one Supervisory Board member should have knowledge in the field of accounting or auditing (Financial Expert). Furthermore, at least one member should have significant professional expertise in business fields or in important customer industries of the company. In addition, one of the Supervisory Boards members should have professional experience in the areas of corporate governance and corporate strategy, compliance and risk management, innovation competence (including digitization), as well as management development and human resources. Overall, the number of Supervisory Board members from the technical area and members with a commercial background should be balanced. In addition, and in order to reflect the international activities of the Company, at least one Supervisory Board member has to have special international knowledge and experience due to its background, education or professional activities. With regard to the appropriate participation of both sexes in the Supervisory Board, the Company considers the German Act on "Equal Participation of Women and Men in Management Positions in the Private and Public Sector" as being appropriate and will ensure that the gender which is less represented on the Supervisory Board at least represents 30% of the total Supervisory Board members. With regard to the age structure, it is provided that the membership of Supervisory Board members is generally limited at 72 years.

The aforementioned objectives are taken into account in proposals for the appointment of new Supervisory Board members. In the current composition of the Supervisory Board, the appropriate composition of the Supervisory Board is largely achieved in accordance with the aforementioned objectives; however, due to existing mandates, the gender ratio in the Supervisory Board has not yet been fully met.

 

Wiesbaden, March 2018

SGL Carbon SE

Corporate Management Declaration pursuant to Sections 289a, 315 para. (5) of the German Commercial Code (Handelsgesetzbuch – HGB)

Description of the Workings and Composition of the Board of Management and the Supervisory Board of SGL Carbon SE and Their Committees

The corporate management of SGL Carbon SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL Carbon SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL Carbon SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL Carbon SE, the Company implemented the two-tier board system, which is characterized by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL Carbon SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the Company's enterprise value.

The Board of Management of SGL Carbon SE currently comprises two members. Hence, the Board of Management has no committees. The Board of Management is responsible for managing the Company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management and their responsibilities please refer to www.sglgroup.com (under “Company/Board of Management”).

The Board of Management develops the Company and Group strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and comprehensively reports to the Supervisory Board on all material business developments within the Company and the Group, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation, and material business transactions.

The Supervisory Board of SGL Carbon SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half representing the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.com (under “Company/Supervisory Board”).

The Supervisory Board advises and monitors the Board of Management in managing the enterprise. The Supervisory Board appoints and dismisses the members of the Board of Management of the Company, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decisions which are of material importance for SGL Carbon SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL Carbon SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL Carbon SE are available under www.sglgroup.com (under “Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association”)).

The Supervisory Board of SGL Carbon SE has established five permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business area; the Governance and Ethics Committee which primarily reviews transactions between SGL Group companies and members of the Supervisory Board, related parties and material shareholders. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.com (under “Investor Relations/Financial Reports/Annual Reports/2016”) as well as the Supervisory Board Report, which is accessible under www.sglgroup.com (under “Investor Relations/Financial Reports/Annual Reports /2016”).

Relevant Information on Management Practices of the Enterprise

Compliance with the German Corporate Governance Code

SGL Carbon SE regularly reviews compliance with the recommendations and suggestions of the German Corporate Governance Code. It complies with all recommendations of the Code in the version dated May 5, 2015.

SGL Corporate Governance Principles

SGL Carbon SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL Carbon SE as well as additional practices of the Company and SGL Group that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the enterprise, as well as to promote the trust of our stakeholders, business partners and employees as well as the public. The Principles are reviewed at least once a year and continuously amended to reflect further developments in legislation, recommendations and actual practice. In addition to the bylaws of the Company's Board of Management and Supervisory Board and SGL Group's organizational principles, the SGL Corporate Governance Principles also comprise the key internal Group-wide guidelines dealing with corporate governance and compliance matters.

The most basic guideline is SGL Group`s Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behavior. The Code of Business Conduct and Ethics reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behavior in business life. They provide employees and corporate bodies of the Group with guidance particularly in the fields of business security, financial integrity, compliance with cartel, capital market and foreign trade law, compliance with environmentally and socially acceptable business practices and the prevention of conflicts of interest in business transactions. The Code of Business Conduct and Ethics is published under www.sglgroup.com (under “Investor Relations/Corporate Governance/Code of Business Conducts and Ethics”).

Based on the principles of the SGL Corporate Governance Principles a system of corporate guidelines has been developed applying to both SGL Carbon SE and SGL Group and which form part of the Group`s corporate governance and compliance structure:

  • Whistleblower Guideline to report possible compliance incidents in the interests of promot-ing an open and trustful work environment relating to possible integrity issues
  • Corporate and Social Security Policy which contains an undertaking to comply with all the security standards adopted by the enterprise with respect to health and environment, work environment, asset and corporate values as well as production and IT processes
  • Global Antitrust Compliance Policy
  • Guidelines for Compliance with Capital Market Laws and Regulations
  • Gifts and Entertainment Policy to provide guidance for legal and ethical behaviour in connection with all kinds of granting and accepting gifts and other benefits to, and from, business partners of SGL Group and government officials
  • Internal Control Manual summarizing and defines the existing internal control systems of SGL Group
  • Risk Management System Guideline which defines responsibilities and required process structures for the identification and continued monitoring of core risks

The core elements of SGL Carbon SE’s Corporate Governance Principles can be found under www.sglgroup.com (under “Investor Relations/Corporate Governance/Principles of SGL Carbon SE”).

Declaration of Compliance by the Board of Management and the Supervisory Board of SGL Carbon SE pursuant to Sec. 161 of the German Stock Corporation Act

Pursuant with Article 9 para. (1) lit (c) (ii) SE-VO in connection with Section 161 of the German Stock Corporation Act, the management board and supervisory board of a listed European stock corporation (Societas Europaea) with its statutory seat in Germany are obliged to declare at least once a year whether the Company has complied with the German Corporate Governance Code and which recommendation of the Code has not been or will not be applied and why not. The Board of Management and the Supervisory Board of SGL Carbon SE have issued the following Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act:

“The Board of Management and the Supervisory Board of SGL Carbon SE declare:

The last Declaration of Compliance was given on September 17, 2015.  Since that date, SGL Carbon SE has been in full compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” ("Regierungskommission Deutscher Corporate Governance Kodex" ) in the version dated May 5, 2015 (published on June 12, 2015) as published by the Federal Ministry of Justice and Consumer Protection in the section of official notice of the German Federal Gazette, and also will be in compliance with the recommendations in the future.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy most  of the non-obligatory suggestions of the German Corporate Governance Code.

 

Wiesbaden, September 7, 2016

For the Supervisory Board of SGL Carbon SE: Susanne Klatten (Chair Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Dr. Jürgen Köhler (Chairman Board of Management SGL Carbon SE)”

 

Determinations in Accordance with the Act Governing Equal Opportunity for Women and Men in Management Positions and Details on the Minimum Proportion in the Supervisory Board

In compliance with the Act Governing Equal Opportunity for Women and Men in Management Positions in the Private Economy and in Public Service of April 2015, SGL Carbon SE had set down the following target figures for the proportion of women in the Board of Management and the following management level, including the time for their achievement. In its meeting in September of 2015, the Supervisory Board had set down a target figure for the proportion of women in the Board of Management of SGL Carbon SE of 0 % as of December 31, 2016 (proportion of women at the adoption of the resolution: 0%). In September of 2015, the Board of Management had itself defined a target figure for the proportion of women in the management level of SGL Carbon SE below the level of the Board of Management of at least 16.67 % as of December 31, 2016 (proportion of women at the adoption of the resolution: 16,67%). The definition of the proportion of women for a second management level below the Board of Management had not been possible because SGL Carbon SE, in its capacity as a mere group parent company with a flat management structure, had only one relevant management level (with relevant personnel and management authority) below the level of the Board of Management. Both targets were achieved. On December 31, 2016 the proportion of women in the Management Board of SGL Carbon SE amounted to 0% and in the management level below the Management Board 20%.

In connection with the expiration of the initial target achievement period until December 31, 2016, the Management Board and the Supervisory Board have set down targets for the consecutive period. Insofar, the Supervisory Board has set down a target figure for the proportion of women in the Board of Management of SGL Carbon SE of 0 % as of December 31, 2019 (proportion of women at the adoption of the resolution: 0%). The Board of Management has itself defined a target figure for the proportion of women in the management level of SGL Carbon SE below the level of the Board of Management of at least 20 % as of December 31, 2019 (proportion of women at the adoption of the resolution: 20%). The definition of the proportion of women for a second management level below the Board of Management was not possible because SGL Carbon SE, in its capacity as a mere group parent company with a flat management structure, has only one relevant management level (with relevant personnel and management authority) below the level of the Board of Management.

The Act Governing the Equal Opportunity for Women and Men in Management Positions also demands that, subject to certain transitional provisions, the Supervisory Board of SGL Carbon SE must be comprised of at least 30 % women and at least 30 % men as of January 1, 2016. The company does not yet comply with the minimum proportion of 30 % women, as the Supervisory Board currently has only three female members. This requirement must be taken into account, however, during the next required election of Supervisory Board member; however, the elections in the Supervisory Board which took place prior to January 1, 2016, remain fully valid.

 

Wiesbaden, March 2017

SGL Carbon SE

Corporate Management Declaration pursuant to Sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB)

Relevant Information on the Corporate Management Practices of the Company and Description of the Workings of the Board of Management and the Supervisory Board and Their Committees

The corporate management of SGL Carbon SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL Carbon SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL Carbon SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL Carbon SE, SGL Carbon SE has implemented the two-tier board system, which is characterized by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL Carbon SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the company's enterprise value.

The Board of Management of SGL Carbon SE currently comprises three members. It is responsible for managing the company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management please refer to www.sglgroup.com (under Company/Board of Management).

The Board of Management develops the corporate strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and comprehensively reports to the Supervisory Board on all material business developments within the company, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation and material business transactions.

The Supervisory Board of SGL Carbon SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half representing the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.com (under Company/Supervisory Board

The Supervisory Board advises and monitors the Board of Management in managing the company. The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decisions which are of material importance for SGL Carbon SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL Carbon SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL Carbon SE are available under www.sglgroup.com (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association).

The Supervisory Board of SGL Carbon SE has established five permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business area; the Governance and Ethics Committee which primarily reviews transactions between SGL Group companies and members of the Supervisory Board, related parties and material shareholders. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.de (under Investor Relations/Financial Reports/Annual Reports/2015) as well as the Supervisory Board Report, which is accessible under www.sglgroup.com (under Investor Relations/Financial Reports/Annual Reports /2015).

The work of and the cooperation between the Board of Management and the Supervisory Board are described in the bylaws of the Board of Management and the Supervisory Board, which are part of SGL Carbon SE’s Corporate Governance Principles. SGL Carbon SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL Carbon SE as well as additional corporate practices that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the company. The Principles are continuously amended to reflect further developments in legislation, recommendations and actual practice. The core elements of SGL Carbon SE’s Corporate Governance Principles can be found under www.sglgroup.com (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE).

SGL Group has developed a Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behavior. The Code reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behavior in business life. The Code is published under www.sglgroup.com (under Investor Relations/Corporate Governance/Code of Business Conducts and Ethics).

Following dutiful scrutiny based on the current version of the German Corporate Governance Code, the Board of Management and the Supervisory Board of SGL Carbon SE have issued the Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act (Aktiengesetz – AktG) as follows:

 Declaration of Compliance pursuant to Sec. 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

“The Board of Management and the Supervisory Board of SGL Carbon SE declare:

  1. The last Declaration of Compliance was given on December 17, 2014. Since that date, SGL Carbon SE has been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” ("Regierungskommission Deutscher Corporate Governance Kodex" ) in the version dated June 24, 2014 (published on September 30, 2014) as published by the Federal Ministry of Justice and Consumer Protection in the section of official notice of the German Federal Gazette with the following exception:
    • Code section 4.2.2 (2) sentences 2, 3: When the compensation of the Board of Management members under their current service contracts was determined, the recommendation that the relationship between the compensation of the Board of Management and that of senior management and the workforce overall (particular in terms of its development over time) shall be considered, including, for the comparison, how the group of senior management and the overall workforce are to be defined, has not been considered.  When the current compensation system for the Board of Management was determined taking effect on January 1, 2014, the review of the compensation structure for the Company's senior management levels had not yet been completed, and no corresponding findings should be made on that basis.  Rather, a review of the relationship of the Board of Management compensation to that of senior management and the workforce overall should take place after the new compensation system for the senior management levels of the Company, which came into effect on January 1, 2015, had been in force for a certain period and offered a sound basis for a fair comparison in the opinion of the Supervisory Board.
  2. The "Government Commission on the German Corporate Governance Code" presented a new version of the German Corporate Governance Code (Code) on May 5, 2015 (published on June 12, 2015). As explained under item 1. hereof, SGL Carbon SE is also in compliance with the new version of the Code with the exception of a new recommendation in the revised Sec. 5.4.1 (2) sentence 1 of the Code. Under this new recommendation, the Supervisory Board should define a regular limit for the duration of membership in the Supervisory Board in keeping with specific corporate demands.
  3. Following an extensive discussion in the Supervisory Board meeting of today, the Supervisory Board resolved such regular limit within the meaning of Sec. 5.4.1 (2) sentence 1 of the Code. Furthermore, the Supervisory Board also established the appropriateness of the compensation of the Management Board in accordance with Sec. 4.2.2 (2) sentences 2, 3 of the Code (vertical comparison). SGL Carbon SE is thus in full compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of May 5, 2015 as of this day.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy most  of the non-obligatory suggestions of the German Corporate Governance Code.

 

Wiesbaden, September 17, 2015

For the Supervisory Board of SGL Carbon SE: Susanne Klatten (Chair Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Dr. Jürgen Köhler (Chairman Board of Management SGL Carbon SE)”

 

Determinations in Accordance with the Act Governing Equal Opportunity for Women and Men in Management Positions

In compliance with the Act Governing Equal Opportunity for Women and Men in Management Positions in the Private Economy and in Public Service of April 2015, SGL Carbon SE has set down the following target figures for the proportion of women in the Board of Management and the following management level, including the time for their achievement. The defined target figures warrant the current levels, but do not, of course, exclude an increase in the proportion of women. In its meeting in September of 2015, the Supervisory Board set down a target figure for the proportion of women in the Board of Management of SGL Carbon SE of 0 % as of December 31, 2016 (proportion of women at the adoption of the resolution: 0%). In September of 2015, the Board of Management had itself defined a target figure for the proportion of women in the management level of SGL Carbon SE below the level of the Board of Management of at least 16.67 % as of December 31, 2016 (proportion of women at the adoption of the resolution: 16,67%). The definition of the proportion of women for a second management level below the Board of Management was not possible because SGL Carbon SE, in its capacity as a mere group parent company with a flat management structure, has only one relevant management level (with relevant personnel and management authority) below the level of the Board of Management.

The Act Governing the Equal Opportunity for Women and Men in Management Positions also demands that, subject to certain transitional provisions, the Supervisory Board of SGL Carbon SE must be comprised of at least 30 % women and at least 30 % men as of January 1, 2016. At the present time, the company does not yet comply with the minimum proportion of  30 % women, as the Supervisory Board currently has only three female members. This requirement must be taken into account, however, during the next required election of Supervisory Board member; however, the elections in the Supervisory Board which took place prior to January 1, 2016, remain fully valid.

 

Wiesbaden, March 2016

SGL Carbon SE

Corporate Management Declaration pursuant to Sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB)

The corporate management of SGL Carbon SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL Carbon SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL Carbon SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL Carbon SE, SGL Carbon SE has implemented the two-tier board system, which is characterised by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL Carbon SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the company's enterprise value.

The Board of Management of SGL Carbon SE currently comprises three members. It is responsible for managing the company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management please refer to www.sglgroup.com (under Company/Board of Management).

The Board of Management develops the corporate strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and comprehensively reports to the Supervisory Board on all material business developments within the company, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation and material business transactions.

The Supervisory Board of SGL Carbon SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half repre-senting the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.com (under Company/Supervisory Board).

The Supervisory Board advises and monitors the Board of Management in managing the company. The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decisions which are of material importance for SGL Carbon SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL Carbon SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL Carbon SE are available under www.sglgroup.com (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association)).

The Supervisory Board of SGL Carbon SE has established five permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business area; the Governance and Ethics Committee which primarily reviews transactions between SGL Group companies and members of the Supervisory Board, related parties and material shareholders. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2014) as well as the Supervisory Board Report, which is accessible under www.sglgroup.com (under Investor Relations/Financial Reports /Annual Reports /2014).

The work of and the cooperation between the Board of Management and the Supervisory Board are described in the bylaws of the Board of Management and the Supervisory Board, which are part of SGL Carbon SE’s Corporate Governance Principles. SGL Carbon SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL Carbon SE as well as additional corporate practices that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the company. The Principles are continuously amended to reflect further developments in legislation, recommendations and actual practice. The core elements of SGL Carbon SE’s Corporate Governance Principles can be found under www.sglgroup.com (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE).

SGL Group has developed a Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behavior. The Code reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behavior in business life. The Code is published under www.sglgroup.com (under Investor Relations/Corporate Governance/Code of Business Conducts and Ethics).

Following dutiful scrutiny based on the current version of the German Corporate Governance Code, the Board of Management and the Supervisory Board of SGL Carbon SE have issued the Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act (Akti-engesetz – AktG) as follows:

Statement of the Board of Management and Supervisory Board of SGL Carbon SE pursuant to section 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

„The Board of Management and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” ("Regierungskommission Deutscher Corporate Governance Kodex" ) in the version dated June 24, 2014 (published on September 30, 2014) as published by the Federal Ministry of Justice and Consumer Protection in the section of official notice of the German Federal Gazette with the following exception:

  • Code section 4.2.2 (2) sentence 3: When the compensation of the Board of Management members under their current service contracts was determined, the recommendation that the relationship between the compensation of the Board of Management and that of senior management and the workforce overall (particular in terms of its development over time) shall be considered, including, for the comparison, how the group of senior management and the overall workforce are to be defined, has not been considered. When the current compensation system for the Board of Management was determined taking effect on January 1, 2014, the review of the compensation structure for the Company's senior management levels had not yet been completed, and no corresponding findings should be made on that basis. Rather, a review of the relationship of the Board of Management compensation to that of senior management and the workforce overall may take place after the new compensation system for the senior management levels of the Company, which comes into effect on January 1, 2015, has been in force for a certain period and offers a sound basis for a fair comparison in the opinion of the Supervisory Board.

The Board of Management and the Supervisory Board further declare that, since the delivery of the last Declaration of Compliance on December 19, 2013 and until June 30, 2014, and save for the exceptions stated there, the Company has been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (GCGC) in the version dated May 13, 2013 (published on June 10, 2013) as published by the Federal Ministry of Justice in the section of official notice of the electronic Federal Gazette and thereafter with the GCGC in the version dated May 13, 2013 or, as the case may be, the GCGC in the version dated June 24, 2014 with the exception stated above.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy a majority of the non-obligatory suggestions of the German Corporate Governance Code.

Wiesbaden, 17. December 2014

For the Supervisory Board of SGL Carbon SE: Susanne Klatten (Chair Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Dr. Jürgen Köhler (Chairman Board of Management SGL Carbon SE)”

 

Wiesbaden, February 2015

SGL Carbon SE

Corporate Management Declaration pursuant to Sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB)

In this declaration, the Board of Management of SGL Carbon SE reports on the corporate manage-ment in accordance with sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB).

The corporate management of SGL Carbon SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL Carbon SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL Carbon SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL Carbon SE, SGL Carbon SE has implemented the two-tier board system, which is characterised by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL Carbon SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the company's enterprise value.

The Board of Management of SGL Carbon SE currently comprises three members. It is responsible for managing the company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management please refer to www.sglgroup.com (under Company/Board of Management).

The Board of Management develops the corporate strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and compre-hensively reports to the Supervisory Board on all material business developments within the company, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation and material business transactions.

The Supervisory Board of SGL Carbon SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half repre-senting the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.com (under Company/Supervisory Board).

The Supervisory Board advises and monitors the Board of Management in managing the company. The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decision which are of material importance for SGL Carbon SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL Carbon SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL Carbon SE are available under www.sglgroup.com (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association)).

The Supervisory Board of SGL Carbon SE has established five permanent committees, which operate in compliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions concerning the legal relations between SGL Carbon SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy and technology position of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business area; the Governance and Ethics Committee which primarily reviews transactions between SGL Group companies and members of the Supervisory Board, related parties and material shareholders. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2013) as well as the Supervisory Board Report, which is accessible under www.sglgroup.com (under Investor Relations/Financial Reports /Annual Reports /2013).

The work of and the cooperation between the Board of Management and the Supervisory Board are described in the bylaws of the Board of Management and the Supervisory Board, which are part of SGL Carbon SE’s Corporate Governance Principles. SGL Carbon SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL CARBON SE as well as additional corporate practices that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the company. The Principles are continuously amended to reflect further developments in legislation, recommendations and actual practice. The core elements of SGL Carbon SE’s Corporate Governance Principles can be found under www.sglgroup.com (under Investor Relations/Corporate Governance).

SGL Group has developed a Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behaviour. The Code reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behaviour in business life. The Code is published under www.sglgroup.com (under Investor Relations/Corporate Governance/Code of Business Conducts and Ethics).

Following dutiful scrutiny based on the current version of the German Corporate Governance Code dated May 13, 2013, the Board of Management and the Supervisory Board of SGL Carbon SE have issued the Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act (Akti-engesetz – AktG) as follows:

Statement of the Board of Management and Supervisory Board of SGL Carbon SE pursuant to section 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

„The Executive Committee and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” („Regierungskommission Deutscher Corporate Governance Kodex“) of the version dated May 13 2013 as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette with the following exceptions:

  • Code section 4.2.2 (2) sentence 3: When calculating the compensation of the Executive Committee members under the scope of the current contracts with Executive Committee members as of today, the new recommendation, which was not added until June 10, 2013, that the relation between the compensation of senior executives and that of the workforce as a whole should also take into account developments over time and establish, for the comparison, how the group of senior executives and the overall workforce are to be defined, has not been implemented because an encroachment of the legal positions in the exisiting contracts that have already been acquired should not take place after the fact. Furthermore the establishment of the relation shall only be made after the future compensation structure of the senior executives has been determined which is currently under review by the Company.
  • Code section 4.2.3 (2) sentence 6: When calculating the compensation of the Executive Committee members under the scope of the contracts with Executive Committee members which were executed prior to June 10, 2013, the new recommendation, which was not added until June 10, 2013 that limits on the maximum compensation for members of the Executive Committee overall and with respect to the variable portions of their compensation are to be provided for, has not been implemented into the existing contracts with Executive Committee because an encroachment of the legal positions in these contracts that have already been acquired should not take place after the fact. The Supervisory Board does intend, however, to comply with the recommendation when making new contracts and renewing existing contracts of Executive Committee members and consequently the revised contracts with Executive Committee members effective January 1, 2014 will comply with this recommendation.
  • Code section 4.2.3 (4): We hold the cap on settlements in the event of the premature termination of an Executive Committee member’s contract not to be reasonable in all cases in light of the existing contract and compensation structure, so that the current contracts include no such cap and from January 1, 2014 onwards, one of the Executive Committee members’ contracts will not include such cap.

The Executive Committee and the Supervisory Board further declare that, since the delivery of the last Compliance Declaration on December 6, 2012 and save for the deviations stated there, the Company had been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (DCGK) in its version dated May 15, 2012 (published on June 15, 2012) as published by the Federal Ministry of Justice in the section of official notice of the electronic Federal Gazette, and has been in compliance with the recommendations of the Code in its version dated May 13, 2013, save for the deviations stated above.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy with virtually no exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, December 19, 2013.

For the Supervisory Board of SGL Carbon SE: Susanne Klatten (Chair Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Robert J. Koehler (Chairman Board of Management SGL Carbon SE)”

 

The Statement of Compliance pursuant to sec. 161 AktG is also available under www.sglgroup.com (Investor Relations/Corporate Governance/Declaration of Compliance).

Wiesbaden, February 2014

SGL Carbon SE

Board of Management

Corporate Management Declaration pursuant to Sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB)

In this declaration, the Board of Management of SGL CARBON SE reports on the corporate manage-ment in accordance with sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB).

The corporate management of SGL CARBON SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL CARBON SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL CARBON SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL CARBON SE, SGL CARBON SE has implemented the two-tier board system, which is characterised by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL CARBON SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the company's enterprise value.

The Board of Management of SGL CARBON SE currently comprises five members. It is responsible for managing the company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management and the business areas assigned to each of them, please refer to www.sglgroup.de (under Company/Board of Management).

The Board of Management develops the corporate strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and compre-hensively reports to the Supervisory Board on all material business developments within the company, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation and material business transactions.

The Supervisory Board of SGL CARBON SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half repre-senting the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.de (under Company/Supervisory Board).

The Supervisory Board advises and monitors the Board of Management in managing the company. The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decision which are of material importance for SGL CARBON SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL CARBON SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL CARBON SE are available under www.sglgroup.de (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association)).

The Supervisory Board of SGL CARBON SE has established four committees, which operate in com-pliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions con-cerning the legal relations between SGL CARBON SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy and technology position of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business areas. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2012) as well as the Supervisory Board Report, which is accessible under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2012).

The work of and the cooperation between the Board of Management and the Supervisory Board are described in the bylaws of the Board of Management and the Supervisory Board, which are part of SGL CARBON SE’s Corporate Governance Principles. SGL CARBON SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL CARBON SE as well as additional corporate practices that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the company. The Principles are continuously amended to reflect further developments in legislation, recommendations and actual practice. The core elements of SGL CARBON SE’s Corporate Governance Principles can be found under www.sglgroup.de (under Investor Relations/Corporate Governance).

SGL Group has developed a Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behaviour. The Code reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behaviour in business life. The Code is published under www.sglgroup.de (under Investor Relations/Corporate Governance/Code of Business Conducts and Ethics).

Following dutiful scrutiny based on the current version of the German Corporate Governance Code dated 15. May 2012, the Board of Management and the Supervisory Board of SGL CARBON SE have issued the Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act (Akti-engesetz – AktG) as follows:

Statement of the Board of Management and Supervisory Board of SGL Carbon SE pursuant to section 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

„The Board of Management and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (“Regierungskommission Deutscher Corporate Governance Kodex”) in the version dated May 15, 2012 (publication as of June 15, 2012) with the following exception:

Code section 4.2.3 (4): The payment cap in case of the premature termination of a Board of Management member’s contract is, in our view, inappropriate with respect to the current contract and compensation structure. The Board of Management and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (Code) in its version dated May 26, 2010 (publication as of July 2, 2010) since the delivery of the last Declaration of Compliance on December 9, 2011 apart from the named deviations therein, and in compliance with the recommendations of the Code version dated May 15, 2012 since the publication of such version apart from the deviation named above and a further exception pursuant to Code section 5.4.1 (2) with regard to stating a concrete number of independent members of the Supervisory Board. The exception according to Code section 5.4.1 (2) originated from the revision of this section by the Code version as of May 15, 2012 and has been remedied with the amendment of the objectives of the Supervisory Board today [i.e., on December 6, 2012, the date this Declaration of Compliance was issued].

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy almost without exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, 6. December 2012

For the Supervisory Board of SGL Carbon SE: Max Dietrich Kley (Chairman Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Robert J. Koehler (Chairman Board of Management SGL Carbon SE)”

The Statement of Compliance pursuant to sec. 161 AktG is also available under www.sglgroup.de (In-vestor Relations/Corporate Governance/Declaration of Compliance).

Wiesbaden, February 2013

SGL CARBON SE

Board of Management

Corporate Management Declaration pursuant to Sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB)

In this declaration, the Board of Management of SGL CARBON SE reports on the corporate manage-ment in accordance with sec. 289a of the German Commercial Code (Handelsgesetzbuch – HGB).

The corporate management of SGL CARBON SE as a listed European Company (SE) domiciled in Germany is primarily governed by Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), the German SE Implementation Act, the Agreement on the Involvement of Employees within SGL CARBON SE dated 8 December 2008 as well as the German Stock Corporation Act (Aktiengesetz – AktG), the proposals and recommendations of the German Corporate Governance Code (as amended) and the Articles of Association of SGL CARBON SE.

Pursuant to Art. 38 of the SE Regulation in connection with sec. 5 of Articles of Association of SGL CARBON SE, SGL CARBON SE has implemented the two-tier board system, which is characterised by a strict personal separation between the Board of Management (Vorstand) as managing body and the Supervisory Board (Aufsichtsrat) as supervisory body. Board of Management and Supervisory Board of SGL CARBON SE cooperate closely in the interest of the company and the pursuit of the common goal of sustained growth of the company's enterprise value.

The Board of Management of SGL CARBON SE currently comprises five members. It is responsible for managing the company. The members of the Board of Management share the responsibility for the overall management; however, each member of the Board of Management was assigned responsibility for particular business areas. For further information on the respective members of the Board of Management and the business areas assigned to each of them, please refer to www.sglgroup.de (under Company/Board of Management).

The Board of Management develops the corporate strategy and, in coordination with the Supervisory Board, takes care of its implementation. The Board of Management regularly, promptly and compre-hensively reports to the Supervisory Board on all material business developments within the company, in particular those concerning the course of business and possible deviations from the planned strategy, risk management, the profit situation and material business transactions.

The Supervisory Board of SGL CARBON SE, in accordance with section 8 para. (1) of the Articles of Association, comprises twelve members, one half representing the shareholders and one half repre-senting the employees. All members of the Supervisory Board are appointed by the general meeting of shareholders; with respect to the appointment of the employee representatives, the general meeting is bound by the proposals made by the employees. For further information on the respective members of the Supervisory Board, please refer to www.sglgroup.de (under Company/Supervisory Board).

The Supervisory Board advises and monitors the Board of Management in managing the company. The Supervisory Board appoints and dismisses the members of the Board of Management, decides on the remuneration system for the members of the Board of Management and determines the individual remuneration of each member. It participates in all decision which are of material importance for SGL CARBON SE, which include, amongst others, on taking on new or abandoning existing business areas or the issuance of bonds. Sec. 11 of the Articles of Association of SGL CARBON SE contains a list of transactions which require the approval of the Supervisory Board (the Articles of Association of SGL CARBON SE are available under www.sglgroup.de (under Investor Relations/Corporate Governance/Principles of SGL Carbon SE/Articles of Association)).

The Supervisory Board of SGL CARBON SE has established four committees, which operate in com-pliance with the requirements set forth by law as well as those provided for by the German Corporate Governance Code: The Personnel Committee, which prepares the Supervisory Board’s decisions con-cerning the legal relations between SGL CARBON SE and the respective current or former members of the Board of Management, and, in this context, develops proposals for resolutions to be passed by the Supervisory Board plenum; the Nomination Committee, which prepares election proposals for the appointment of shareholder representatives on the Supervisory Board; the Audit Committee, which, amongst others, is responsible for issues concerning financial accounting, risk management, compliance and the internal control system as well as for preparing the Supervisory Board's proposal to the Annual General Meeting for the appointment of the auditor; the Strategy-/Technology Committee, which discusses fundamental issues regarding the strategy and technology position of the Company and advises the Board of Management on strategic alignment and technological development for SGL Group and its business areas. For further information on the work of the Supervisory Board, its committees as well as the members of the committees, please refer to the Corporate Governance and Compliance Report, which is part of this Declaration and is published under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2011) as well as the Supervisory Board Report, which is accessible under www.sglgroup.de (under Investor Relations/Financial Reports /Annual Reports /2011).

The work of and the cooperation between the Board of Management and the Supervisory Board are described in the bylaws of the Board of Management and the Supervisory Board, which are part of SGL CARBON SE’s Corporate Governance Principles. SGL CARBON SE’s Corporate Governance Principles comprise various legal regulations, the Articles of Association of SGL CARBON SE as well as additional corporate practices that have been developed over the years. Their purpose is to guarantee responsible and transparent management and supervision of the company. The Principles are continuously amended to reflect further developments in legislation, recommendations and actual practice. The core elements of SGL CARBON SE’s Corporate Governance Principles can be found under www.sglgroup.de (under Investor Relations/Corporate Governance).

SGL Group has developed a Code of Business Conduct and Ethics, which shall support the obligation of SGL Group and its employees to comply with laws and internal guidelines as well as provide standards for legal and ethical behaviour. The Code reflects the common values within SGL Group, which determine the corporate culture of SGL Group and the behaviour in business life. The Code is published under www.sglgroup.de (under Investor Relations/Corporate Governance/Code of Business Conducts and Ethics).

Following dutiful scrutiny based on the current version of the German Corporate Governance Code dated 26. May 2010, the Board of Management and the Supervisory Board of SGL CARBON SE have issued the Statement of Compliance pursuant to sec. 161 of the German Stock Corporation Act (Akti-engesetz – AktG) as follows:

Statement of the Board of Management and Supervisory Board of SGL Carbon SE pursuant to section 161 of the German Joint Stock Corporation Act on the German Corporate Governance Code

„The Board of Management and the Supervisory Board declare that the Company is in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (“Regierungskommission Deutscher Corporate Governance Kodex”) (version as of May 26, 2010) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (publication as of July 2, 2010) with the following exceptions:

  • Code section 4.2.3 (4): The payment cap in case of the premature termination of a Board of Management member’s contract is, in our view, inappropriate with respect to the current contract and compensation structure.
  • Code section 5.4.1 (2): The articles of association of SGL Carbon SE provide for fixed remuneration for Supervisory Board members and additional remuneration for their work in committees. We are of the view that this rule is appropriate to our company, it has proven to be useful in the past and that it should thus be maintained for the foreseeable future.

The Board of Management and the Supervisory Board further declare that the Company had been in compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” (“Regierungskommission Deutscher Corporate Governance Kodex”) as published by the Federal Ministry of Justice in the section of official notice of the electronic Federal Gazette since the delivery of the last statement on December 9, 2011 apart from the named deviations.

The Corporate Governance Principles of SGL Carbon SE furthermore satisfy almost without exception the non-obligatory suggestions of the Corporate Governance Code.

Wiesbaden, 9. December 2011

For the Supervisory Board of SGL Carbon SE: Max Dietrich Kley (Chairman Supervisory Board SGL Carbon SE)

For the Board of Management of SGL Carbon SE: Robert J. Koehler (Chairman Board of Management SGL Carbon SE)”

The Statement of Compliance pursuant to sec. 161 AktG is also available under www.sglgroup.de (In-vestor Relations/Corporate Governance/Declaration of Compliance).

Wiesbaden, February 2012

SGL CARBON SE

Board of Management