Declaration of compliance with the German Corporate Governance Code 2023
Superseding the declaration of compliance of May 2022, Management Board and Supervisory Board of Elmos Semiconductor SE declare in accordance with Section 161 AktG (German Stock Corporation Act):
I. Statements with respect to the future
Elmos Semiconductor SE will comply with the recommendations of the "Government Commission German Corporate Governance Code" (in short: GCGC) in its latest version of April 28, 2022 (released in the official section of the Federal Gazette on June 27, 2022) as of now, subject to the following exceptions:
- No age limits will be defined for members of the Management Board or for members of the Supervisory Board (GCGC Recommendations B.5 and C.2). The Supervisory Board decides on the suitability of the members of the Management Board. Appointing the members of the Supervisory Board is the responsibility of the Annual General Meeting; thus the Annual General Meeting also decides on the Supervisory Board’s age structure.
- The Chairman of the Supervisory Board is also the Chairman of the Audit Committee (GCGC Recommendation D.3 sentence 5). The Supervisory Board is convinced that the workload of committee chairmanship is not too high and can be managed by the Chairman of the Supervisory Board. The Supervisory Board does also not see the risk of a too close relationship with the Management Board and of the Supervisory Board Chairman’s lack of attention on these grounds in seeing to his additional obligations as Chairman of the Audit Committee. The Chairman of the Supervisory Board is perfectly suited to chairing the Audit Committee as well. It is in the Company’s interest not to follow this recommendation (GCGC Recommendation D.3 sentence 5).
- The determination of the remuneration of each member of the Management Board complies with current statutory requirements, most notably those under the Shareholders’ Rights Directive (ARUG II). Any stricter requirements or more specific definitions are not considered expedient at present (GCGC Recommendations G.1 and G.2).
- The Supervisory Board determines the remuneration of the members of the Management Board at its reasonable discretion. No benchmarking surveys to be prepared especially for Elmos Semiconductor SE will be commissioned (GCGC Recommendation G.3). Employee remuneration will not be analyzed specifically for the sole purpose of determining Management Board remuneration (GCGC Recommendation G.4). The Supervisory Board utilizes remuneration surveys and benchmarks of other companies instead as well as taking into consideration the existing employee remuneration level and typical changes in remuneration over time. With respect to analyses going beyond that scope, the Supervisory Board does not recognize a corresponding benefit of the increased effort.
- Management Board employment contracts do not provide for caps on severance payments in case of premature termination of Management Board membership (GCGC Recommendation G.13). The Supervisory Board holds the view that the appropriate amount of a severance payment in case of an early termination of the employment contract can only be determined by agreement in the individual case.
II. Statements with respect to the past
The recommendations of the GCGC in its version of December 16, 2019 (announcement in the official section of the Federal Gazette on March 20, 2020) have been complied with since the release of the declaration of compliance in May 2022 with the exceptions mentioned there under I.
Dortmund, May 2023
On behalf of the Supervisory Board
Dr. Klaus Weyer
Chairman of the Supervisory Board
On behalf of the Management Board
Dr. Arne Schneider
Chief Executive Officer
Statement on Corporate Governance
In accordance with sections 289f and 315d hgb, including corporate governance report
In the following chapter, the Management Board – also on behalf of the Supervisory Board – reports on corporate governance at Elmos pursuant to Principle 22 of the German Corporate Governance Code (GCGC). Previous statements on corporate governance can be accessed at www.elmos.com. All pages and appendix references refer to the current annual report.
Statement on Corporate Governance 2022
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Remuneration Report 2022
The Annual General Meeting of Elmos Semiconductor SE approved the remuneration report 2022 on May 10, 2023:
PDF | Remuneration Report 2022
The resolution of the Annual General Meeting on May 10, 2023 can be found here:
PDF | Voting Results AGM
Remuneration System of the Management Board
The Annual General Meeting of Elmos Semiconductor SE approved the following remuneration system of the Management Board on May 10, 2023:
PDF | Remuneration System of the Management Board
The resolution of the Annual General Meeting on May 10, 2023 can be found here:
PDF | Voting Results AGM
Remuneration of the Supervisory Board
The Annual General Meeting of Elmos Semiconductor SE approved the following remuneration of the Supervisory Board on May 10, 2023:
PDF | Remuneration of the Supervisory Board
The resolution of the Annual General Meeting on May 10, 2023 can be found here:
PDF | Voting Results AGM
| Remuneration Report | Remuneration System of the Management Board | Remuneration of the Supervisory Board |
|---|---|---|
| Remuneration Report 2021 (approved May 11, 2022) | Remuneration System of the Management Board (approved May 11, 2022) | Remuneration of the Supervisory Board (approved May 20, 2021) |
| - | Remuneration System of the Management Board (approved May 20, 2021) | - |
Strict compliance with applicable laws and regulations as well as all internal rules and guidelines is a fundamental principle at Elmos and an important part of the corporate culture.
The Elmos Compliance Team may be contacted via the following channels:
Elmos Whistleblower System
https://elmos.whistleblower-system.de/
Compliance Officer
Email: compliance[at]elmos.com
Address:
Compliance Officer
Elmos Semiconductor SE
Heinrich-Hertz-Straße 1
44227 Dortmund