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Corporate Governance

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management and Supervisory Boards of stock-exchange 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 German Ministry of Justice in the official section of the online Federal Gazette and which recommendations have not or will not be complied with.  This declaration must be made available to shareholders at all times.

The German Corporate Governance Code (the "Code") contains regulations, some of which are binding. In addition to outlining the prevailing company law, it also contains recommendations from which companies may deviate, although in such cases, they are obliged to publish information on such deviations every year. The Code also proposes suggestions from which companies may deviate without the necessity for these to be disclosed.

Deviations from the recommendations and suggestions have been published since 2002. These are reported separately below:

I. Recommendations

The Management and Supervisory Boards of GfK AG declare that they have complied with and will continue to comply with the recommendations of the Government Commission German Corporate Governance Code in the version of June 12, 2007 published by the German Ministry of Justice on July 20, 2007 in the official section of the online Federal Gazette.  Only the following recommendations 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, the requirement include "the Supervisory Board shall agree a limitation option (cap) for extraordinary, unforeseeable developments”.

GfK’s stock option program expired on December 31, 2004 and no cap is provided for this program. Tranches already issued or still to be issued may be exercised up to and including December 31, 2011. The Management and Supervisory Boards agreed on a new program on December 12 and December 14, 2005 which complies with the requirements of point 4.2.3.

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 complied with the 45 day period for publication of its quarterly results since January 1, 2005. In 2007, the Annual Report was published within 94 day. Publication of the 2008 Annual Report is scheduled for 31 March, 2008, i.e. within the set period.

3)     Point 7.1.4
Point 7.1.4 regulates the publication of information concerning other companies

Every year, GfK AG publishes a list of holdings which gives information on all affiliated and associated companies and other major holdings. The information includes equity stake, equity and fiscal year details.

Information beyond this level concerning the last year’s results of companies in which GfK AG holds a not insignificant stake is not made available. The key criterion here is that transparency at individual company level may prove a competitive disadvantage to GfK AG.

II. Suggestions (N.B.: there is no obligation to explain any deviations from suggestions)

The Management and Supervisory Boards declare that they have complied with and will continue to comply with the suggestions of the Government Commission German Corporate Governance Code in the version of June 14, 2007 published by the German Ministry of Justice on July 20, 2007 in the official section of the online Federal Gazette. Only the following suggestions are not applied:

1)     Point 2.3.3
The Management Board should ensure the appointment of a representative to exercise voting rights for shareholders in accordance with instructions: such persons should also be contactable during the annual General Meeting.

In the past, the company has appointed a proxy to exercise the voting rights before the Annual General Meeting and will continue to do so in then future. Voting proxies shall be determined in accordance with the regulations listed in the invitation convening the Annual General Meeting. The details are published in the agenda and on the website http://www.gfk.com/group/investor_information/index.en.html. Voting during the Annual General Meeting is currently difficult for technical reasons.  As soon as a practicable solution has been found for the secure transmission of votes, the company will look at introduction such a system.

Nuremberg, December 2007, GfK Aktiengesellschaft

The Supervisory Board                            The Management Board

Contact: 

Bernhard Wolf
Compliance Officer
Fon: ++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