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Declaration of conformance of the Management Board and the Supervisory Board with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act

The recommendations set out in the German Corporate Governance Code as amended on June 12, 2006 were conformed to in fiscal 2006 save for the following exceptions. This will also continue to be the case in the future.

 

2.3.4. Transmission of annual general meeting

Nordex has so far not transmitted its annual general meeting using modern communication facilities (e.g. the Internet). It has not adopted this recommendation as it takes the view that the costs are not justified given the small interest expressed by its shareholders to date. Moreover, only a small number of shareholders have the technology required to watch the annual general meeting on a streamed basis. At the moment, Nordex considers press work to be a more suitable method of communicating the details of the debate conducted at the annual general meeting.

 

3.8 D&O insurance

Nordex has waived a deductible on the D&O liability cover for the members of the Supervisory Board and the Management Board. This is because it is convinced that the members of these two bodies are doing everything to avert potential harm to the Group. Responsibility towards the Company and a sense of motivation are not encouraged by imposing a deductible on D&O cover. In addition, the inclusion of a reasonable deductible would not have any effect on the insurance premium.

 

4.2.3 + 4.2.4 + 4.2.5. Individual breakdown of Management Board compensation

As the Company’s shareholders have made use of their right under Section 286 (5) of the German Commercial Code and passed a resolution dispensing with the individualized disclosure required by Section 285 (1) No. 9 lit. a Sentence 5 - 9 and Section 314 (1) No. 6 lit. a) Sentence 5 and 9 of the German Commercial Code of the total compensation paid to the members of the Company’s Management Board for a period of five years commencing on January 1, 2006, i.e. up to and including the 2010 fiscal year, Nordex continues to refrain from individualizing the compensation paid to members of the Management Board including benefits received by third parties in consideration of the performance of their duties in this capacity. The compensation paid to the Management Board is disclosed on page 92 the Annual Report. The Company does not think that details of the compensation system constitute need-to-know information for the capital markets. However, the Company wishes to state that all members of the Management Board hold shares in Nordex AG: Thomas Richterich (Chairman) and Dr. Hansjörg Müller (Operations) hold 206,143 and 164,915 shares respectively (and Dr. Müller with a further 4,500 shares) via dormant sub-participations (excluding voting and selling rights) and are thus exposed to the stock. Carsten Pedersen (Sales and Marketing) holds 99,000 shares directly and roughly 2.65 million shares indirectly via his 50% stake in Nordvest A/S.

 

5.4.5 Compensation of Supervisory Board

The Supervisory Board does not receive any performance-tied remuneration. Nordex is not convinced that this form of remuneration is conducive to an improvement in the quality of supervisory activities. The individualized compensation paid to members of the Supervisory Board is set out in the Company’s bylaws. This amount equals EUR 15,000 per year for each member of the Supervisory Board. The chairman receives double and its deputy one-and-a-half times this amount.

 

4.3.2. + 5.5.2 Potential conflicts of interest

In two cases, members of Nordex AG’s Supervisory Board hold management functions with the Company’s business partners. In one case, a member of the Management Board holds shares in a business partner. There were no material conflicts of interest in any of the three cases. The details are as follows: 

Siempelkamp Gießerei GmbH & Co. KG supplies Nordex with cast parts for wind turbines. As the parent company of the Siempelkamp Group, G. Siempelkamp GmbH & Co. KG is the sole shareholder of Siempelkamp Gießerei GmbH & Co. KG. In his capacity as the spokesman of the management board of G. Siempelkamp GmbH & Co. KG, Dr. Hans Fechner, who is a member of Nordex AG’s Supervisory Board, is not involved in the operative decisions of Siempelkamp Gießerei GmbH & Co. KG and does not exert any specific influence on these business relations.

Martin Rey, who is a member of Nordex’s Supervisory Board, is executive director of Babcock & Brown Ltd., Sydney, and managing director of Babcock & Brown GmbH, Munich. In 2006, companies in the Babcock & Brown Group acquired wind turbines from Nordex. Mr. Rey was not personally involved in the contractual negotiations between Nordex and Babcock & Brown and did not exercise any material influence on these.

Management Board member Carsten Pedersen holds a share in Welcon A/S. In the year under review, Welcon was a supplier of towers to the Nordex Group. The purchasing relations with Welcon comply strictly with arms-length requirements. Orders are placed only after intensive comparisons of prices and services. Mr. Pedersen in his capacity as COO Sales and Marketing is not involved in these decisions. As Welcon is one of the most efficient producers of towers in Northern Europe, it has been one of Nordex’s suppliers for many years.

Finally, it should be noted that the members of the Supervisory Board hold personal mandates with duties of confidentiality.

 

7.1.2 Reporting dates

Nordex complies with the follow-up admission rules stipulated for the Prime Standard. These transparency standards formulated by Deutsche Börse are amongst the strictest in Europe. Among other things, the stock-market rules stipulate that annual reports must be published within four months and quarterly reports within two months of the end of the period to which they refer. Nordex believes that the 90/45-day rule provided for in the Code does not necessarily heighten transparency. Moreover, the billing practices in the mechanical and plant-engineering sector make it difficult to comply with shorter reporting deadlines.  The Company will continue to publish its quarterly reports within the usual period of 60 days after the end of the period in question.

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