Governance Information • Feb 1, 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 August 11, 2020, 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.
With regard to the constitution of the Executive Board, the Supervisory Board pays attention to diversity in addition to the relevant professional qualifications. In the medium and long term, the Supervisory Board aims to appoint a woman to the Executive Board of the Company. In order to avoid setting a target which the Supervisory Board does not consider realistic and not in the Company's interest to achieve with the means at its disposal, the Supervisory Board has nevertheless limited itself to a target figure of 0 percent, which corresponds to the current status quo.
The service agreements of the members of the Executive Board did not originally provide for an age limit. The Supervisory Board corrected this in December 2020 in agreement with the Executive Board.
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.
F.2: The consolidated financial statements and the Group management report are to be publicly accessible within 90 days of the end of the financial year, and the mandatory interim financial information is to be publicly accessible within 45 days of the end of the reporting period.
The 2020 consolidated financial statements will be published within four months of the end of the fiscal year due to the ongoing integration work. 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.
Section G.I. of the GCGC contains new recommendations on the remuneration of the Executive Board. The following of these recommendations do not fully comply with the remuneration system for the Executive Board approved by the Annual General Meeting of First Sensor AG on May 23, 2018: G.1 (determination of the remuneration system), G.3 (peer group of other companies), G.6 (relationship between short-term and long-term targets), G.10 (investment of remuneration components in shares), G.11 (possibility of withholding and reclaiming variable remuneration components), and G13 (determination of a severance cap and offsetting of severance payment against compensation for non-compliance). The Supervisory Board and the Executive Board will therefore propose to the Annual General Meeting, which will decide on the 2020 financial year, that the remuneration system be amended and adjusted in line with the amended recommendations of the GCGC.
The service agreement with Mr. Resch concluded at the beginning of 2020 was concluded on the basis of the remuneration system for the Executive Board approved by the Annual General Meeting of First Sensor AG on May 23, 2018, and therefore does not fully comply with the recommendations of the GCGC: G.10 (investment of remuneration components in shares) and G.13 (offsetting of severance payment against compensation for non-compete obligations). The new remuneration system to be adopted will be taken into account in the next service agreement.
Berlin, February 1, 2021
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