Governance Information • Nov 10, 2021
Governance Information
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The Executive Board and Supervisory Board of First Sensor AG hereby declare in accordance with Section 161 of the German Stock Corporation Act (AktG) that, since the last declaration of compliance was issued on April 29, 2021, the company has complied with the recommendations of the German Corporate Governance Code in the version as of December 16, 2019 ("GCGC") and will continue to comply with the recommendations of the GCGC with the exception of the deviations set out below.
Appropriate internal company guidelines ensure that management positions are staffed without discrimination. When staffing management positions, however, no specific attention is paid to diversity.
The Supervisory Board has set concrete goals for its constitution and developed a competence profile for the entire Board. However, no specific attention is paid to diversity in the constitution of the Supervisory Board.
Due to the ongoing integration work, the consolidated financial statements will be published within four months of the end of the financial year. In accordance with the Stock Exchange Rules and the German Securities Trading Act (WpHG), the half-year financial report will be made available no later than two months after the end of the reporting period. The Company intends to follow recommendation F.2 again once the integration work has been completed.
Every year, the Supervisory Board sets out financial and non-financial performance criteria for the variable remuneration of Executive Board members that are adjusted to the specific situation. This
ensuresthat the relevant financial and non-financial performance criteria for the respective fiscal year are precisely tailored to the company's situation at the time they are set. For this reason, the individual financial and non-financial performance criteria are not presented in the company's Executive Board remuneration system.
When determining total remuneration, the Supervisory Board primarily relies on the extensive experience of the individual Supervisory Board members gained over the course of their activities on the management and supervisory boards of other comparable companies in the relevant sector. The company's remuneration system does not contain any details regarding the preparation of comparative criteria with respect to comparable companies in order to assess whether the total remuneration is in line with the peer group.
The Executive Board members receive "restricted stock units" as long-term variable remuneration, which can be converted into shares in TE Connectivity Ltd. The restricted stock units have a fouryear vesting period, but are vested in annual tranches after which they can be converted into shares in TE Connectivity Ltd. Once the units have been converted into shares, the Executive Board members are free to do as they wish with the shares. There is no provision for a four-year holding period, but the Executive Board members only receive the total number of restricted stock units if they remain members of the Executive Board for the entire four-year vesting period.
There is no contractual obligation stating that an Executive Board member must invest the variable remuneration components awarded to him in company shares.
There is no contractual provision for retaining or repaying variable remuneration components, despite the specified targets having been achieved, on account of other exceptional circumstances.
According to Recommendation G.17 of the GCGC, the higher time expenditure of committee chairmen and committee members should be taken into account appropriately. In the opinion of the Company, the compensation of Supervisory Board members already takes into account any addi-
tional time required. For the members of the committees of the Supervisory Board of the Company and their chairmen, therefore, no increased compensation is envisaged compared with the other members of the Supervisory Board.
Berlin, November 10, 2021
Sibylle Büttner Robin Maly Dirk Schäfer Michael Gerosa
Member of the Member of the Member of the Chairman of the Man. Board Man. Board Man. Board Supervisory Board
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