Declaration of Compliance with the German Corporate Governance Code according to § 161 of the German Stock Corporation Act (AktG)
Declaration by the Executive Board and Supervisory Board of SUSS MicroTec AG according to § 161 of the Aktiengesetz (AktG – German Stock Corporation Act):
SUSS MicroTec AG will comply with the current recommendations of the German Corporate Governance Code dated June 14 2007 except for the following two exceptions and has complied with the same exceptions with the former recommendations of the German Corporate Governance Code dated June 12, 2006 for the period of December 18 2006 to December 14 2007.
Deductible in Respect of D&O Liability Insurance:
The German Corporate Governance Code recommends within Code clause 3.8, that should a company take out directors and officers liability insurance, then they should arrange for an adequate deductible for the corporation’s properly constituted agents. SUSS MicroTec AG already has D&O insurance cover for several years without a specific deductible. Responsible management behavior is not, in SUSS MicroTec’s view, promoted additionally by agreeing to a suitable deductible.
Compensation of Supervisory Board Members:
Code clause 5.4.7 of the German Corporate Governance Code recommends performance-related compensation for members of the Supervisory Board as well as compensation for the membership of and the chairmanship of committees. The compensation paid to Supervisory Board members is specified in § 13 of the Articles of Association. The Articles of Association of SUSS MicroTec AG at present do not provide for performance-related compensation for the Supervisory Board. It is taken to consideration that an attendance fee is paid to the members when they take part in a committee meeting. The committee Chair will not receive extra compensation. Both the Executive and the Supervisory Boards argue that the functions performed by the members of the Supervisory Board are altogether adequately compensated for.
Garching, December 2007
On behalf of the Management Board
Dr. Stefan Schneidewind, CEO
Michael Knopp, CFO
On behalf of the Supervisory Board
Dr. Winfried Süss