The Executive Board and Supervisory Board of listed stock corporations are obligated under Section 161 of the German Stock Corporation Law to declare once a year that their company has complied and will continue to comply with the recommendations of the government commission on the German Corporate Governance Code or which recommendations it has not applied or will not apply. In the latter case, reasons must be given why the company did not and will not comply with the recommendation in question.
The Executive Board and Supervisory Board of euromicron AG issued the last declaration on conformance in accordance with Section 161 AktG (German Stock Corporation Law) on December 8, 2016.
For the period from 8 December 2016 to 23 April 2017, the following declaration relates to the recommendations of the Code in its version dated May 5, 2015, as published on June 12, 2015, in the electronic Federal Official Gazette (“Version 2015”). For the period beginning on 24 April 2017, the following declaration relates to the recommendations of the Code in its version dated February 7, 2017, as published on April 24, 2017, in the electronic Federal Official Gazette (“Version 2017”).
This having been stated, the Executive Board and the Supervisory Board of euromicron AG declare in accordance with Section 161 of the German Stock Corporation Law:
euromicron AG complied and will comply with the recommendations of the government commission on the German Corporate Governance Code, with the following exceptions:
1. Establishment of whistleblower system for employees
(Section 4.1.3, sentence 3, 1st clause, DCGK version 2017)
Following the recommendation in Section 4.1.3, sentence 3 1st clause DCGK, employees shall be given the opportunity to report, in a protected manner, suspected breaches of the law within the company. This is currently deviated from.
With its Code of Conduct euromicron AG offers the personal or telephone address of the relevant Compliance Officer of the Company for reporting violations, and, in addition, the option of contacting the Chief Compliance Officer via e-mail address (verhalten [at] euromicron.de).
Protected contact is therefore currently only possible via an anonymous e-mail address of the sender using appropriate encryption software or by phone with the appropriate phone number suppression. For clarification, however, it follows from the Code of Conduct that even anonymous references are noted and investigated.
2. Individualized presentation of the compensation for Executive Board members
(Section 4.2.5 (3) and (4) DCGK)
In accordance with the recommendation in Section 4.2.5 (3) and (4) DCGK, the compensation for Executive Board members is to be disclosed in individualized form using model tables. The model tables in the Code’s appendix are to be used for disclosing this information. The company currently deviates from Section 4.2.5 (3) and (4) of the Code and will continue to do so in future.
The compensation for Executive Board members is disclosed in compliance with statutory provisions. The company does not provide any further disclosures on or breakdowns of the compensation using the model tables due the work involved in this change and the extra administrative overhead.
3. Drafting of contracts with Executive Board members, severance pay cap
(Section 4.2.3 (4) DCGK)
Pursuant to the recommendation in Section 4.2.3 (4) DCGK, in concluding contracts with Executive Board members, care shall be taken to ensure that severance payments made to an Executive Board member on premature termination of his/her contract do not exceed his/her compensation for the remaining term of the employment contract and at most the value of two years’ compensation (severance pay cap). The company currently deviates from Section 4.2.3 (4) of the Code and will continue to do so in future for the term of the current contracts with Executive Board members.
In the view of euromicron AG, the deviation from the recommendation in Section 4.2.3 (4) DCGK is in the company’s interests. In the absence of an important reason, a contract with an Executive Board member can only be terminated prematurely by being rescinded through mutual consent. Consequently, negotiations on the level of the severance pay when an Executive Board member departs would not be ruled out by a severance pay cap. Moreover, the leeway in negotiations on the departure of an Executive Board member would also be constricted if a several payment cap were agreed, which may be disadvantageous in particular if there is not clarity as to whether there is an important reason for the member being removed.
4. Formation of Supervisory Board committees
(Section 5.3.1 to 5.3.3 DCGK)
The Supervisory Board of euromicron AG has not formed any committees in the past and will also not do so in future, meaning euromicron AG deviates from the recommendations in Sections 5.3.1 to 5.3.3 of the German Corporate Governance Code.
In compliance with the Articles of Association, the Supervisory Board of euromicron AG consists of just three members. The formation of committees would not make the work of the three-member Supervisory Board easier, since the committees which adopt decisions would also have to have at least three members of the Supervisory Board on them.
Frankfurt/Main, December 8, 2017
for the Supervisory Board:
Chairwoman of the Supervisory Board
Member of the Supervisory Board
Dr. Alexander Kirsch
Member of the Supervisory Board
for the Executive Board:
Spokeswoman of the Executive Board
Member of the Executive Board