Corporate Governance

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of listed companies must declare each year, the extent to which they have complied with, and will continue to comply with, the recommendations of the Government Commission German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the online Federal Gazette and which recommendations have not been or will not be complied with. The declaration is to be made available to the shareholders at all times.

The German Corporate Governance Code ("Code”) contains regulations, some of which are binding. In addition to outlining the prevailing company law, it includes recommendations from which companies may deviate, although such companies are then obliged to publish information on such deviations each year. The Code also contains suggestions which may be deviated from without the need for this to be disclosed.

Since 2002 the details of deviations from recommendations and suggestions are being published. These are reported separately below:

I. Recommendation

The Management Board and Supervisory Board of GfK AG declare that they have complied and will continue to comply with the recommendations of the Government Commission German Corporate Governance Code in the version of June 12, 2006 published by the German Ministry of Justice on July 24, 2006 in the official section of the online Federal Gazette. Only the following points have not been applied:

1) Point 4.2.3
Point 4.2.3. deals with variable remuneration components for the Management Board. With regard to stock options, there is a request for "the Supervisory Board to agree a limitation option (cap) for extraordinary, unforeseeable developments.”

GfK's stock option program expired on December 31, 2004. A limitation option is not intended in connection with this program. Any tranches issued to date or yet to be issued may be exercised up to December 31, 2011.
The Management Board and Supervisory Board resolved a new program on December 12, 2005 and December 14, 2005 respectively. The new program complies with the requirements of Point 4.2.3. and includes an upper limit.

2) Point 7.1.2
Point 7.1.2 regulates the publication of the consolidated financial statements within 90 days and interim reports within 45 days.

The company has been complying with the specified timeframe of 45 days for publication of the interim reports since January 1, 2005. In 2006, the Annual Report was published within 122 days. The company had been unable to meet the target 90-day deadline for 2006 and announced this in the declaration of December 2005. The decisive factor here is the acquisition of NOP World on June 1, 2005. Based on 2004 sales, the NOP World Group is approximately half the size of GfK. NOP World has been reporting in accordance with UK GAAP to date. GfK swiched from US GAAP to IFRS reporting at the 2005 year-end. For this reason, when the company published its interim report as of September 30, 2005, it resolved to publish the accounts for financial year 2005 on May 2, 2006. This corresponds to a deadline of 122 days. It is planned to publish the 2006 annual report on April 4th, 2007, that would be within 94 Days. GfK aims to keep the timeframe of 90 days in 2008.

II. Suggestions (N.B.: explanations on any deviations from suggestions are not required)

1) Point 2.3.3
This point sets out that the Management Board should ensure the appointment of a representative to exercise the voting rights for shareholders in accordance with instructions; such person should also be contactable during the Annual General Meeting.

In the past, the company has appointed a representative to exercise the voting rights as instructed before the Annual General Meeting and will continue to do so in the future. The representation of the shares is assumed in accordance with the regulations described in the invitation to the Annual General Meeting. The details are published in the agenda and on GfK"s website at www.gfk.com. Voting during the Annual General Meeting is currently difficult for technical reasons. As soon as a practicable solution to securely transfer the voting is available, the company will look at utilizing such a system.

2) Point 2.3.4
Pursuant to point 2.3.4 of the Code, the company should enable shareholders to follow the Annual General Meeting using modern communication media (e.g. on the Internet).

Since GfK has been listed on the stock exchange, the Annual General Meeting has been broadcast on the Internet. The webcast lasts until the end of the report by the Management Board. The company has refrained from broadcasting more of the meeting in order to protect the privacy rights of the shareholders and will continue to refrain from doing so.

Nuremberg, December 2006
GfK Aktiengesellschaft

The Supervisory Board
The Management Board

Contact:
Bernhard Wolf
Compliance Officer
Tel. +49 911 395-2012
Fax +49 911 395-4075
bernhard.Wolf@gfk.com

German Corporate Governance Code, convenience translation (.pdf)
Deutscher Corporate Governance Kodex (.pdf)
Information regarding stock options programs

Set bookmark/Recommend

Corporate Governance

I. Recommendation

1) Point 4.2.3
Point 4.2.3. deals with variable remuneration components for the Management Board. With regard to stock options, there is a request for "the Supervisory Board to agree a limitation option (cap) for extraordinary, unforeseeable developments.”

2) Point 7.1.2
Point 7.1.2 regulates the publication of the consolidated financial statements within 90 days and interim reports within 45 days.

II. Suggestions (N.B.: explanations on any deviations from suggestions are not required)

1) Point 2.3.3
This point sets out that the Management Board should ensure the appointment of a representative to exercise the voting rights for shareholders in accordance with instructions; such person should also be contactable during the Annual General Meeting.

2) Point 2.3.4
Pursuant to point 2.3.4 of the Code, the company should enable shareholders to follow the Annual General Meeting using modern communication media (e.g. on the Internet).

Corporate guidelines

Social media

Corporate Governance

I. Recommendation

1) Point 4.2.3Point 4.2.3. deals with variable remuneration components for the Management Board. With regard to stock options, there is a request for "the Supervisory Board to agree a limitation option (cap) for extraordinary, unforeseeable developments.”

2) Point 7.1.2Point 7.1.2 regulates the publication of the consolidated financial statements within 90 days and interim reports within 45 days.

II. Suggestions (N.B.: explanations on any deviations from suggestions are not required)

1) Point 2.3.3This point sets out that the Management Board should ensure the appointment of a representative to exercise the voting rights for shareholders in accordance with instructions; such person should also be contactable during the Annual General Meeting.

2) Point 2.3.4Pursuant to point 2.3.4 of the Code, the company should enable shareholders to follow the Annual General Meeting using modern communication media (e.g. on the Internet).

Corporate guidelines

Social media

1) Point 4.2.3
Point 4.2.3. deals with variable remuneration components for the Management Board. With regard to stock options, there is a request for "the Supervisory Board to agree a limitation option (cap) for extraordinary, unforeseeable developments.”

2) Point 7.1.2
Point 7.1.2 regulates the publication of the consolidated financial statements within 90 days and interim reports within 45 days.

1) Point 2.3.3
This point sets out that the Management Board should ensure the appointment of a representative to exercise the voting rights for shareholders in accordance with instructions; such person should also be contactable during the Annual General Meeting.

2) Point 2.3.4
Pursuant to point 2.3.4 of the Code, the company should enable shareholders to follow the Annual General Meeting using modern communication media (e.g. on the Internet).