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Declaration of Conformity
The Management Board and Supervisory Board of Sky Deutschland AG adopted the following declaration of conformity with the German Corporate Governance Code on 27/31 January 2012:
Declaration of conformity to the German Corporate Governance Code pursuant to section 161 AktG (German Stock Corporation Act)
Declaration of Sky Deutschland AG, with its seat in Unterföhring, county of Munich, registered with the commercial register of the local court of Munich under HR B 154549, with respect to the German Corporate Governance Code pursuant to section 161 AktG.
The Management Board and the Supervisory Board herewith declare that the recommenda-tions of the “Government Commission German Corporate Governance Code“ in the version of 26 May 2010 published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette on 2 July 2010 have been complied with since the last declaration of conformity dated 9 November 2011 and will be complied with in the future, both subject to the following deviations:
1. A nomination committee pursuant to no. 5.3.3 of the German Corporate Governance Code has not been established. As no co-determination rules apply and the Supervisory Board is exclusively constituted with shareholder representatives, and taking into account efficiency considerations, the implementation of a nomination committee seems not to be appropriate.
2. With regard to the remuneration of members of the Supervisory Board, the chairmanship in committees is taken into account, but in deviation from no. 5.4.6 sentence 3 of the German Corporate Governance Code not the mere membership in committees of the Supervisory Board. The Management Board and the Supervisory Board take the view that the willingness to do work in a committee as a regular committee member is already appropriately compensated with the other Supervisory Board remuneration.
By supplementing and correcting the declarations of conformity dated 11 January 2011 and 9 November 2011, in which only the deviation mentioned under 1. above was declared, it is fur-thermore declared that the deviation from no. 5.4.6 sentence 3 of the German Corporate Governance Code mentioned under 2. above already exists since new provisions with respect to the remuneration of the Supervisory Board for the time period as of 24 April 2010 were established by resolution of the annual general meeting of 23 April 2010.
This declaration is available under info.sky.de.
Unterföhring, 27 January 2012 Unterföhring, 31 January 2012
For the Management Board: For the Supervisory Board:
Brian Sullivan, CEO Chase Carey, Chairman
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