On May 29, 2012, the Management Board and Supervisory Board of SUSS MicroTec made the following declaration of compliance in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):
SUSS MicroTec has complied and will continue to comply with the recommendations of the German Corporate Governance Code in the version from May 26, 2010 since the issuance of the most recent declaration of compliance on July 28, 2011 with the following five exceptions – invitation to the Shareholders’ Meeting, postal voting, a deductible for D&O insurance, the creation of committees, and the performance-based remuner- ation of Supervisory Board members:
InVItAtIon to the ShAReholDeRS’ MeetInG
The German Corporate Governance Code recommends in Sec- tion 2.3.2 that an invitation to the Shareholders’ Meeting, including convention documents, be sent by electronic means to all domestic and foreign financial services providers, share- holders, and shareholder associations, insofar as all approval requirements have been met. SUSS MicroTec will only send noti- fication of the convening, including the convention documents, by electronic means if shareholders, shareholders’ associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in Section 2.3.2
will not occur. After the conversion from bearer to registered shares, the Company examined the possibility of automatic electronic notification of the convening of the Shareholders’ Meeting, including the convention documents, and decided not to do so despite the recommendation of the German Cor- porate Governance Code. The current ownership information of SUSS MicroTec indicates a very large share of private share- holders whose email addresses are not known to the Company. Therefore, a mailing cannot be completely avoided. We do not regard parallel notification by electronic means and by post to be expedient since the benefits do not justify the related costs.
poStAl VotInG
The German Corporate Governance Code recommends in Section 2.3.3 Sentence 2 that a company should support the shareholders by providing postal voting opportunities. The possibility of postal voting provided by the German Act on Implementing the Shareholders’ Rights Directive (ARUG) is as yet still subject to numerous legal and practical complications. For this reason, and taking into consideration the administra- tive expense associated with postal voting combined with the possibility provided by the Company of authorizing a proxy by electronic means, SUSS MicroTec will not be complying with this recommendation for the time being.
DeDuCtIBle FoR D&o InSuRAnCe
The German Corporate Governance Code recommends in Sec- tion 3.8 that, upon concluding a directors’ and officers’ liabil- ity insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insur- ance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.
CReAtIon oF CoMMItteeS
The German Corporate Governance Code recommends in Sec- tion 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Super- visory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.
ReMuneRAtIon oF SupeRVISoRY BoARD MeMBeRS
In Section 5.4.6 Paragraph 2 the German Corporate Governance Code recommends a performance-based remuneration of the Supervisory Board members. The remuneration of Supervisory Board members is stipulated in Section 19 of the articles of incorporation. SUSS MicroTec AG’s articles of incorporation cur- rently do not provide for performance-based remuneration of the Supervisory Board. In the Company’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of performance-based remuneration. Deviations from postal voting and the performance-based remuneration of Supervisory Board members arose when the new version of the German Corporate Governance Code took effect as of May 15, 2012 by publication in the electronic Federal Gazette on June 15, 2012 since the corresponding recommenda- tions are no longer included in the new version of the Code. In view of the changes in Section 5.4.1 of the Code, the Super- visory Board revised the specific targets for the composition of the Supervisory Board in its meeting on December 18, 2012. Furthermore on January 15, 2013, the Management Board and Supervisory Board submitted a declaration of compliance based on the Code in the version as of May 15, 2012 and, in addition to the three material exceptions mentioned above – invitation to the Shareholders’ Meeting; a deductible for D&O insurance; formation of committees – announced the follow- ing deviation from the Code in the version as of June 15, 2012:
„tARGetS FoR the CoMpoSItIon oF the SupeRVISoRY BoARD
The German Corporate Governance Code recommends in Sec- tion 5.4.1 (2) and (3) the enumeration of specific targets for the composition of the Supervisory Board. In enumerating specific targets, account should be taken of the international activities of the company, potential conflicts of interest, an established age limit for Supervisory Board members, and diversity subject to the company’s particular situation. In particular, the spe- cific targets should provide for appropriate representation of women. Since the new version of the GCGC as of May 15, 2012, a specific indication of the targeted number of independent Supervisory Board members is recommended. Proposals by the Supervisory Board to the Shareholders’ Meeting should take these targets into account. SUSS MicroTec is refraining from setting specific targets and quotas in the above-mentioned spirit. In the view of SUSS MicroTec, the qualifications of Super- visory Board candidates are the primary criteria for assuming a Supervisory Board position and therefore for the composition of the Supervisory Board. In proposals for the composition of the Supervisory Board, SUSS MicroTec supports and considers the criteria specified in Section 5.4.1 (2) and (3) GCGC, but it does not regard specific targets or quotas as expedient.“
CommuniCation and transparenCy
Corporate communications at SUSS MicroTec strives to inform all target groups in an equal and timely manner, while guar- anteeing the greatest possible transparency and equal oppor- tunities for all capital market participants. In addition to quar- terly, semi-annual, and annual reports, the Company uses the possibility of telephone conversations, conferences, road shows, and the website in order to inform shareholders, insti- tutional investors, analysts, and other interested parties about developments at the Group. SUSS MicroTec generally informs its shareholders essentially four times per year about business development and the current net assets, financial position, and results of operations. Along with obligatory publications, which are available for download in both German and English, you may view or download presentations at key events and Management Board interviews in video or audio format free of charge at www.suss.com > Investor Relations. We inform the public regularly and in a timely manner of any recurring events, for example the date of the Shareholders’ Meeting or the pub- lication dates of interim reports. This information can be found
in the financial calendar published in our Annual Report and interim reports as well as on our Company’s website.
shareholders’ meeting
At the Shareholders’ Meeting of SÜSS MicroTec AG, our share- holders can pose their questions about the Company and its business development directly to the Management Board and the Supervisory Board. We always prepare the Shareholders’ Meeting with the goal of providing shareholders with all infor- mation relevant to them. In addition, the Shareholders’ Meet- ing approves a resolution on the appropriation of earnings, the discharge of liability for the Management Board and the Supervisory Board, and the selection of the auditor.
The convening of the Shareholders’ Meeting, along with the pending agenda items and the conditions for participation, is usually announced five to six weeks before the date of the meet- ing. All documents and information on the Shareholders’ Meet- ing can be downloaded from the Company’s website. A paper copy can also be requested from the Investor Relations depart- ment. We also try to make it easier for participants to exercise their rights. Shareholders can either exercise their voting right themselves at the Shareholders’ Meeting, or have this exercised via a proxy of their choice or a voting rights representative with instructions appointed by the Company. The instructions for exercising voting rights can be issued prior to the Shareholders’ Meeting or at the meeting directly on site. We publish atten- dance figures and the voting results from the Shareholders’ Meeting on the internet immediately after the event.