Teoría cognitivo conductual

SGL Group’s structures and management principles are set forth in our “guiding principles” The Board of Manage- ment establishes the Group’s strategic direction. Funda- mental business decisions of major importance are taken at only two management levels: the Board of Management and management of the Business Units. Global business units run day-to-day operations; their management reports directly to the Board of Management and decisions are taken jointly.

The Business Units obtain the necessary infrastructure and services from the respective legal entities and plants. In addition, corporate functions support the Board of Manage ment and perform services for all Business Units and companies. (Additional information on management and control bodies is provided at page 222 et seq.).

OUR SITES

SGL Group operates globally with approximately 6,500 employees in 39 production sites, of which 20 are located in Europe, twelve in North America and seven in Asia. In combination with a service network in over 100 countries, we can accommodate regional and industry-specific cus- tomer requirements and operate with flexibility. By devel- oping new sites, such as the carbon and graphite plant in Malaysia currently under construction, SGL Group consis- tently adapts to increasing globalization. (For more informa- tion on SGL Group’s global locations, please refer to page 214 et seq.). Kyung Ki-Do Pune Shanghai Ningbo Evanston Valencia Gardena Arkadelphia Hickman Ozark Morganton Lachute Charlotte (USA) Headquarters North America Sinking Spring St. Marys Kitchener Strongsville Banting Yamanashi Yangquan Production Sites Performance Products Graphite Materials & Systems Carbon Fibers & Composites

La Coruña Madrid Chedde Grenoble Muir of Ord Halifax Bonn Griesheim Wiesbaden (Germany)

Head Office _Meitingen Steeg Verdello Narni Racibórz Nowy Sacz Lathen Rheine Limburg Willich Kelheim Lemwerder SGL GROUP – WORLDWIDE SITES

M A N A G E M E N T R E P O R T

In addition to the “guiding principles”, SGL Group has also defined ‘common values’. These common values determine our corporate culture and our conduct of business; they are reflected in SGL Group “Code of Business Conduct and Ethics”. Our “Code of Business Conduct and Ethics” underlines the obligation of SGL Group to comply with the law and sets standards for ethical and legal conduct. Every employee is aware of the code and it can be reviewed on the intranet at any time.

Taken together, the “guiding principles” and the “common values” mutually create and shape our management culture. It is based on leadership and management by objectives. The Board of Management, the Business Units and the cor- porate functions agree targets for the Group, the business units and individual managers as part of the discussions on objectives based on an established system of parameters. Remuneration models and performance-related bonus pro- grams for the Board of Management and all managerial levels are also derived from this process.

Remuneration of the members of the Board of Manage- ment is aligned to the size and global activity of the Com- pany, its economic and financial situation, as well as the level and structure of management board remuneration in comparable companies. Its level is measured in such a way as to mirror other highly qualified international manage- ment staff. At the same time it offers appropriate incentives for working successfully towards optimum results for the Company.

The non-performance-related components consist of a base salary, additional benefits and pension entitlements. The performance-related components are broken down into long-term incentive elements. Members of the Board of Management receive rights under management incentive plans as a variable remuneration component. These rights include stock appreciation rights (SARs), participation in a Matching Share Plan, bonus payments linked to the

achievement of individual performance targets and pay- ments under the Long-Term Cash Incentive Plan (LTCI) which is also linked to the achievement of specified perfor- mance targets. Members of the Supervisory Board receive a fixed remuneration payable after the end of the financial year. The Chairman receives twice the base remuneration, and the Deputy Chairman one and a half times the base remuneration. In addition, each member of a Supervisory Board committee receives a fixed fee for each committee meeting attended. The chairmen of the committees receive a higher fee for each committee meeting. Members of the Supervisory Board do not receive any other kind of remu- neration.

Further information on the remuneration paid to the Board of Management and Supervisory Board can be found in the notes to the Consolidated Financial Statements under note 29.

Employees at upper management levels have the option of participating in various incentive programs. The Long- Term Cash Incentive (LTCI) Plan provides bonus payments in cash depending on achievement of specific performance targets over a period of three years. A part of the LTCI bonus entails investment in SGL Carbon SE shares on the part of the plan participants. A Matching Share Plan allows up to 50% of the annual bonus to be invested in the Company’s shares; payment is made from employees’ net income after taxes. Provided that employees hold these securities for at least two years, they receive the same num- ber of shares (Matching Shares). Since 2005 the Stock Appreciation Rights Plan has provided the opportunity to issue stock appreciation rights (SARs) over a period of five years, the appreciation of which entitles the holder to acquire SGL Carbon SE shares after a minimum holding period of two years.

Products that are becoming increasingly important for this Business Unit are high-quality cathodes used in the produc- tion of aluminum. Compared to electrodes, cathodes used in aluminum smelters have a much longer life of up to seven years and are therefore considered capital goods. Experts anticipate that aluminum demand will rise by approximately 6% p.a. in the medium term. According to expert opinion, significant dynamic growth is expected in the annual produc- tion volume of aluminum and SGL Group therefore expects a sharp step-up in demand for cathodes, both for replace- ment and for new aluminum smelters.

The Advanced Materials Business Unit is benefiting from the increasing replacement of traditional materials by light- weight, strong, fuel-efficient and energy-efficient materials. A critical factor in the success of this business is the develop- ment of new products and solutions based on carbon and graphite.

The Graphite Materials & Systems (GMS) Business Unit comprises a broad range of customized products based on graphite. While in the Graphite Specialties Business Line graphite components are generally manufactured, purified, coated or finished in some other way according to customer specifications, the Process Technology Business Line pro- duces above all graphite heat exchangers, columns, pumps and systems for the chemical and environmental indus- tries. Products from the Expanded Graphite Business Line are based on natural graphite and also utilized in a num- ber of industries, such as for heating and air-conditioning technology.