Corporate Governance

The German Corporate Governance Code is intended to promote public confidence (among investors, customers and employees) in the responsible management and supervision of German stock market-listed companies.

Ever since SUSS MicroTec went public, the company has set great store by corporate transparency. Our comprehensive investor relations work, through to the publication of a wide range of data and events, proves that these are not just empty words.

How seriously we take corporate governance, is plain to see. Aside from a few deviations, SUSS MicroTec fulfills the recommendations of the corporate governance catalog and, in addition, puts a large number of suggestions into practice. SUSS MicroTec AG is profoundly committed to the principles of the Corporate Governance Code in the sense of shareholder value with a view to enhancing public confidence in the company's management. We will continue to promote and encourage these principles of transparent corporate management.

For more detail about the subject corporate governance, please see the Corporate Governance Report.

 

The concept of corporate governance represents a responsible type of management and control of companies that creates value in the long term. For SUSS MicroTec, the essential aspects of good corporate governance include transparency, open communications with shareholders and investors, and constructive cooperation between the Supervisory Board and the Management Board. SUSS MicroTec is guided by the German Corporate Governance Code (GCGC), which is a proven standard of good corporate governance in Germany. Further details can be found in the report which follows.

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SUSS MicroTec Group’s reputation in the business world is one of our most valuable assets. This is shaped to a large extent by our professional conduct. Therefore, it is self-evident that as a multinational company we must be aware of and observe the current legal requirements and cultural values of the countries in which we operate.

This Code of Conduct was adopted as part of the Group-wide compliance program in order to deal with numerous legal and ethical challenges encountered in day-to-day activities, to provide guidance, and to thereby reinforce trust in SUSS MicroTec Group’s performance and integrity. Accordingly, this Code of Conduct contains minimum standards, which are binding for every employee of SUSS MicroTec AG and its subsidiaries worldwide.

We demand especially of our senior management that they live up to their function as role models and observe and communicate the following principles of our Company. They are also the initial points of contact for employees who have legal and ethical questions.

Violations of the law can often be avoided through timely consultation. Therefore, in case of legal concerns or indications of legally questionable activities in the workplace, every employee must seek advice and assistance from his or her direct supervisor or the responsible line, personnel, or legal department.

The full Code of Conduct can be downloaded in PDF format here.

The listing of SUSS MicroTec AG's shares (hereinafter also called the "Company") in the Prime Standard of the Frankfurt Stock Exchange’s Regulated Market offers potential investors an attractive investment opportunity on the capital market. The enduring confidence that our investors have in the Company’s shares (hereinafter also called "SUSS shares") is based on the Company’s continuing good reputation on the capital market. On the one hand, it assumes that all market players have the same access to information that is relevant to investments. Investment decisions regarding buying or selling SUSS shares must not be based on special Company knowledge that only Company employees have because they have access to inside knowledge of the Company’s business. On the other hand, maintaining a good reputation on the capital market requires that SUSS's share price is a result of supply and demand and is not artificially influenced by rumors, incorrect information, or other actions. In order to guarantee this throughout the Company, there are comprehensive legal rules and regulations for dealing with confidential data of listed companies. Observing these provisions is called compliance.

The Company's executive body members and employees are in constant contact with confidential Company information due to their close contact with the Company. This special knowledge may influence a decision to invest in SUSS shares, not least due to its possible relevance to the share price, and its uncontrolled disclosure may distort price formation. From a compliance aspect, the Company’s executive body members and employees therefore have special responsibilities.

This Manual is intended for the Company’s executive body members and employees and aims to ensure correct and uniform behavior when dealing with confidential Company information. The purpose of the Insider Trading Guidelines contained in section B of this Manual is to provide information on the legal provisions of insider trading law and guarantee compliance with those provisions. The relevant legal regulations are explained in more detail and demonstrated with examples. Section C explains the legal provisions regarding the prohibition on market manipulation. Lastly, the Communication Principles contained in section D aim to guarantee a uniform and consistent flow of communication in relation to the public that goes above and beyond the legal regulations.

The full Compliance Manual can be downloaded in PDF format here.

Our Whistleblowing system enables every SUSS MicroTec employee as well as third parties, such as customers or suppliers, to report possible violations of laws and regulations – anonymously if wanted. A report can be filed via email under legal@suss.com or by telephone under +49 89 32007 244.

All reports will be reviewed by the SUSS MicroTec legal department and will be handled with great care and confidentiality in order to protect the interests of the whistleblower. With regards to safeguarding the legitimate interests of a person affected by any disclosure, we strongly emphasize to use the Whistleblowing system with great care, since casting a suspicion on another person can have serious consequences for that person.

In the spirit of the corporate culture, SUSS MicroTec encourages all employees to first contact their direct manager or the legal department if appropriate.

Relevant Information on Corporate Governance in Accordance with Section 289a of the German Commercial Code (HGB)

The declaration regarding corporate governance in accordance with Section 289a of the German Commercial Code (HGB) is part of the condensed Management Report. In accordance with Section 317 (2) (4) HGB, the statements in accordance with Section 289a (2) are not included in the audit. The corporate governance declaration contains the declaration of compliance, information on corporate governance practices, and a description of the working procedures of the Management Board and the Supervisory Board. In this manner, we are pursuing the goal of presenting corporate governance clearly and succinctly.

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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):

Since the issuance of the most recent annual declaration of compliance in January 2016, SUSS MicroTec AG has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of May 5, 2015, with the exceptions enumerated in that declaration.

With the exception of the following declared deviations, SUSS MicroTec AG has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of May 5, 2015.

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