Declaration of Compliance 2016

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 a majority of the non-obligatory suggestions of the German Corporate Governance Code.

Wiesbaden, 7. September 2016 

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

Dr. Jürgen Köhler
(Chair of the Board of Management
of SGL Carbon SE)                                                                            

Statement of the Board of Management and the Supervisory Board of SGL Carbon SE pursuant to Sec. 161 German Stock Corporation Act on the German Corporate Governance Code (Declaration of Compliance 2015)

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 Gorparate Govemance 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 Ievels 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 tothat of senior management and the workforce overall should take place after the new compensation system for the senior management Ievels of the Company, which came into effect on January 1, 2015, had been in force for a certain period and affered 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). SGL Carbon SE is also in compliance with the new version of the Code, as explained under item 1. hereof, with the exception of a new recommendation in the newly worded section 5.4.1 (2) sentence 1 of the Code. Under this new recommendation, the Supervisory Board shall 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 Iimit within the meaning of section 5.4.1 (2) sentence 1 of the Code. Furthermore, the Supervisory Board has also established the appropriateness of the compensation of the Management Board in accordance with Code section 4.2.2 (2) sentences 2, 3 (vertical comparison) in today's Supervisory Board meeting. 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 a majority of the non-obligatory suggestions of the German Corporate Governance Code.

Wiesbaden, 17. September 2015

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


Dr. Jürgen Köhler 
(Chair of the Board of Management of SGL Carbon SE)

Statement of the Board of Management and the Supervisory Board of SGL Carbon SE pursuant to Sec. 161 German 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. Dezember 2014

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


Dr. Jürgen Köhler
(Chair of the Board of Management of SGL Carbon SE)

Statement of the Executive Committee and Supervisory Board of SGL Carbon SE pursuant to Sec. 161 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, 19. Dezember 2013

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

For the Executive Committee of SGL Carbon SE
Robert J. Koehler  (Chair of the Executive Committee of SGL Carbon SE)

Statement of the Executive Committee 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“) (version as of May 15, 2012) as published by the Federal Ministry of Justice in the section of official notices of the electronic Federal Gazette (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 an Executive Committee member’s contract is, in our view, inappropriate with respect to the current contract- and compensation structure.

The Executive Committee 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 as of May 26, 2010 (publication on 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 as of May 15, 2012 since the publication of such version apart from the abovementioned exception and a further exception pursuant to Code section 5.4.1 (2) regarding the specification of the number of independent supervisory board members. The exception pursuant 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.

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

Wiesbaden, December 6, 2012

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

For the Executive Committee of SGL Carbon SE
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon SE)

Statement of the Executive Committee 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“) (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 an Executive Committee member’s contract without serious cause is, in our view, inappropriate with respect to the current contract- and compensation structure.
  • Code section 5.4.6 (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 Executive Committee 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” 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 10, 2010 apart from the named deviations, whereas the deviation from Code section 3.8 (2) and (3) that had been declared in the last statement on 10 December 2010 with respect to the insurance contracts for members of the Executive Committee and the Supervisory Board does not apply anymore as the required deductible has now been agreed.

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

Wiesbaden, December 9, 2011

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

For the Executive Committee of SGL Carbon SE
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon SE)

Statement of the Executive Committee 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“) (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 3.8 (2): The liability insurance taken out by the Company for the Executive Committee (D&O Insurance) does not contain any deductible in the current contracts. However, a deductible under the scope of the extensions of the contracts in 2011 will be introduced for the Executive Committee.
  • Code section 4.2.3 (4): The payment cap in case of the premature termination of an Executive Committee member’s contract without serious cause is, in our view, inappropriate with respect to the current contract- and compensation structure.
  • Code section 5.4.6 (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 Executive Committee 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” 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 3, 2009 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, December 10, 2010

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

For the Executive Committee of SGL Carbon SE
Robert J. Koehler (Chairman of the Executive Committee of SGL Carbon SE)