Corporate Governance

Declaration of Conformity with the German Corporate Governance Code for 2007 pursuant to Section 161 of the German Stock Companies Act


“The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 14, 2007 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2007 and will be followed in the future , with the following exceptions:

• No deductible for D&O insurance (3.8 CGK):
  Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

• No speaker of the board (4.2.1 CGK):
  In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
• No age limit for Supervisory Board members (5.4.1 CGK):
  The average age of the six members of the Supervisory Board is 54. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
• No Audit Committee (5.3.2 CGK):
  For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG.
• No nomination committee (5.3.3 CGK):
  Due to the fact that the Supervisory Board currently is composed exclusively of shareholder representatives, the formation of a nomination committee is dispensable in our view."
  

“The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 12, 2006 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2006 and will be followed in the future, with the following exceptions:

• No deductible for D&O insurance (3.8 CGK):
  Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

• No speaker of the board (4.2 CGK):
  In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
• No age limit for Supervisory Board members (5.4.1 CGK):
  The average age of the six members of the Supervisory Board is 52. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
• No Audit Committee (5.3.2 CGK):
  For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG.”

"The Board of Management and Supervisory Board of DAB bank AG declare that the recommendations of the Government Commission on the German Corporate Governance Code, in the amended version as of June 2, 2005 (referred to hereinafter as the “CGK”), as announced by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, were followed in fiscal year 2005 and will be followed in the future , with the following exceptions:

• No deductible for D&O insurance (3.8 CGK):
  Section 3.8 of the Corporate Governance Code states that any D&O insurance contracted on behalf of the directors and officers of the company should include an appropriate deductible. However, the Board of Management and Supervisory Board of DAB bank AG believes that all board members are bound by duty to conduct the company’s business in a responsible manner and thus there is no need to stipulate a deductible in the D&O insurance.

• No speaker of the board (4.2 CGK):
  In this respect, DAB bank AG practices fully the principle of collegiality set forth in the German Stock Companies Act.
• No age limit for Supervisory Board members (5.4.1 CGK):
  The average age of the six members of the Supervisory Board is 52. Therefore, we see no need to set an age limit for the members of the Supervisory Board. We value highly the advanced professional knowledge and profound life experience of the older members of the Supervisory Board of DAB bank AG.
• No Audit Committee (5.3.2 CGK):
  For reasons of efficiency, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG, in view of the comparatively small size of DAB bank AG."

"The Managing Board and Supervisory Board of DAB bank AG hereby declare that the recommendations of the Government Commission for the German Corporate Governance Code, in their version of May 21, 2003, published by the Federal Ministry of Justice in the official announcements section of the electronic Federal Gazette [Bundesanzeiger], were followed in fiscal year 2004, and will be followed in the future, with the following exceptions:

• No deductible for D&O insurance (3.8 CGC):
  Section 3.8 of the Corporate Governance Code recommends that any D&O insurance taken out by the company for its Managing Board and Supervisory Board should include an appropriate deductible. The Managing Board and Supervisory Board are of the opinion that all the company's directors and officers are bound by duty to act in a responsible manner and therefore a deductible is not called for.

• No Audit Committee (5.3.2 CGC):
  For reasons of efficiency and the relatively small size of the company, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG.
• No Managing Board spokesman (4.2 CGC):
  In this respect, the practice of DAB bank AG is in strict accordance with the collegiality principle of the German Stock Corporations Act (AktG)."

(AktG), the Managing Board and Supervisory Board of DAB bank AG declare the following:
DAB bank AG adheres to the recommendations of the Government Commission for the German Corporate Governance Code, with the following exceptions:

• No deductible for D&O insurance (3.8 CGC):
  We consider such a deductible to be neither necessary nor appropriate. All the company's directors and officers who are members of executive bodies are bound by duty to act in a responsible manner. Moreover, the primary purpose of D&O insurance is to protect the company itself against significant risks; the protection of the personal assets of members of executive bodies is only secondary.

• No Audit Committee (5.3.2 CGC):
  For reasons of efficiency and the relatively small size of the company, the function of the Audit Committee is performed by the Executive Committee of the Supervisory Board of DAB bank AG.
• No Managing Board Spokesman (4.2 CGC):
  To this extent, DAB bank AG fully realizes the collegiality principle set forth in the German Stock Corporations Act (AktG).