Declaration of Compliance Pursuant to Declaration of Compliance in Accordance with Section 161 of the German Stock Corporation Law (AktG) on the Recommendations of the Government Commission on the German Corporate Governance Code
The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):
SUSS MicroTec AG complied with the recommendations of the German Corporate Govern-ance Code in the version from May 26, 2010 since the last declaration of compliance from November 2, 2010 with five exceptions – invitation to the Shareholders' Meeting, a deductible for D&O insurance, the creation of committees, and the performance-based remuneration of Supervisory Board members and will comply with these five exemptions in the future.
- Invitation to the Shareholders' Meeting
The German Corporate Governance Code recommends in 2.3.2 sending notification of the convening of the Shareholders' Meeting along with the convention documents to all domestic and foreign financial services providers, shareholders, and shareholders' associations by electronic means if the approval requirements are fulfilled. SUSS MicroTec will only send notification 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 2.3.2 is not possible as SUSS MicroTec AG has issued bearer shares and the shareholders' names and addresses are therefore not known. On June 21, 2011, at the Annual General Meeting, the shareholders voted in favor of introducing registered shares. Based on this decision the company will evaluate whether compliance with this recommendation will be possible in the future.
- Postal voting
The German Corporate Governance Code recommends in Section 2.3.3 Sentence 2 that a company 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 administrative 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 3.8 an agreement on a deductible for the Supervisory Board of the Corporation consistent with the legal provisions for members of the Management Board upon concluding a directors’ and officers’ liability insurance policy. SUSS MicroTec AG has had D&O insurance 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 5.3 creating professionally qualified committees depending on the specific circumstances of the company and the number of its Supervisory Board members. As SUSS MicroTec's Supervisory Board 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 Board.
- Remuneration of Supervisory Board Members
In Section 5.4.6 Paragraph 2 the German Corporate Governance Code recommends 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 currently do not call for a 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.
Garching, Germany, July 2011
On behalf of the Management Board
Frank Averdung Michael Knopp
Chief Executive Officer Chief Financial Officer
On behalf of the Supervisory Board
Dr. Stefan Reineck
Chairman of the Supervisory Board