Declaration of the Norddeutsche Landesbank Girozentrale on the German Corporate Governance Code

The German Corporate Governance Code incorporates key guidelines relating to the management and monitoring of listed German companies. It contains nationally and internationally recognised standards for good and trust-based corporate governance, in particular in connection with the management and organisation of a company, for control mechanisms and also the cooperation between the Managing Board and the Supervisory Board. The aim of the Code is to promote the trust of investors, customers, employees and the public in the management and monitoring of a company.

Due to its legal applicability for listed companies the code is not legally binding on NORD/LB as a bank with the legal form of a registered public institute. However, it is important for NORD/LB, which operates nationally and internationally, to position itself in the market as a reliable and trustworthy partner. For us, transparent corporate governance is a key aspect of this objective. For this reason the Bank regards it as a voluntary commitment to follow the recommendations and suggestions of the Code to the extent that this is possible and appropriate in the scope of the given legal form.

In particular NORD/LB observes those guidelines that relate to the structure of the executive bodies, their roles and interaction and to the transparency of the company. In these areas NORD/LB largely complies with the recommendations and suggestions of the Code. In the interests of transparency, all information published by the Bank - including the Group's annual reports, half-yearly and quarterly financial reports - is also available via its website.

The Managing Board is responsible for managing the bank with the aim of creating value in a sustainable manner and in particular being mindful of the interests of its guarantors, employees and its public duties as a regional bank and clearing bank. The Managing Board manages the business in compliance with statutory provisions, the bank's constitution and the general and specific guidelines as resolved by the Guarantors' Meeting and the Supervisory Board and is working towards the observance of these by the affiliated companies in the group. In particular the Managing Board ensures that the Risk Management and Risk Controlling systems that are in place are in line with the bank's business structure.

The Managing Board consists of several persons. The Board has a Chairman, a Deputy Chairman and other ordinary members. It is composed based on principles of diversity. The Chairman of the Managing Board coordinates the allocation of duties in agreement with the other members of the Managing Board. Each member of the Managing Board is assigned at least one discrete business segment. The Managing Board is represented by at least one member at each of the bank's registered offices.

The Managing Board sets the strategic direction of the bank in consultation with the Supervisory Board and discusses the status of the implementation of the strategy with it at regular intervals. In line with the notification and reporting obligations specifically set down, it regularly reports to the Supervisory Board on important matters affecting the bank, in particular the intended business policy and other fundamental issues related to corporate planning; the bank's profitability and in particular its equity; the course of business; the state of the bank; transactions that may have a significant impact on the bank's profitability and liquidity and its position in terms of assets, finances and revenues; and the bank's risk position and its remuneration systems.

Further, the Managing Board immediately reports to the Supervisory Board, in particular in terms of risk, if circumstances arise that are of substantial importance to the bank's position, and takes fundamental decisions with it accordingly.

The remuneration of the members of the Managing Board is determined and regularly reviewed by supervisory board on a proposal from the remuneration committee and comprises fixed and variable (performance-related) components. The intention is that executive pay is affected by both positive and negative business performance.

The guarantors, and thus owners, of the bank are the state of Lower Saxony, the state of Saxony-Anhalt, the Association of Savings Banks and Girobanks of Lower Saxony, the Holding Association of the Savings Banks of Saxony-Anhalt and the Special Purpose Holding Association of the Savings Banks of Mecklenburg-Western Pomerania. Each guarantor appoints up to two representatives to the Guarantors' Meeting. Voting rights are determined in accordance with the proportion of the bank's share capital held. The representatives of each guarantor can only vote unanimously.

Members of the bank's Managing Board participate in the meetings in an advisory capacity on the invitation of the Chairman of the Guarantors' Meeting. The Guarantors' Meeting takes decisions about matters of fundamental importance, in particular about amendments to the constitution, all matters affecting the share capital and other equity, the basic principles of business policy, the acquisition by the bank of other public legal entities, taking stakes in such institutes or merging the Bank with other public banks, the flotation of the bank or conversion to a different legal form.

The Guarantors' Meeting further passes resolutions on the utilisation of the accumulated profits, ratification of the acts of the Managing Board and Supervisory Board, the remuneration of the members of the Managing Board, committees and advisory boards and all other matters assigned to it in the constitution.