Governance Information • Nov 15, 2023
Governance Information
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The Executive Board and Supervisory Board of First Sensor AG declare in accordance with Section 161 AktG that, since the last declaration of compliance on November 15, 2022 the company currently complies with and will continue to comply with the recommendations of the German Corporate Governance Code in its version April 28, 2022, published in the Federal Gazette on June 27, 2022, with the exception of the following deviations outlined below.
The consolidated financial statements are published within four months from the end of the financial year due to ongoing integration work and the increased requirements in connection with the ESEF tagging.
Each year, the Supervisory Board establishes financial and non-financial performance criteria for the Management Board members' variable remuneration that are adapted for the situation in question. This means that the financial and non-financial performance criteria that are material for the financial year in question are tailored to the company's situation at the time these criteria are established. For this reason, the individual financial and nonfinancial performance criteria are not taken into account in the remuneration system of the company's Management Board.
The Supervisory Board sets total remuneration primarily on the basis of the comprehensive experience of the individual Supervisory Board members as part of their work on management and governing bodies at other comparable companies in the relevant sector. The company's remuneration system does not contain any details regarding the establishment of comparative criteria in relation to comparable companies for the purpose of assessing whether total remuneration is in line with usual levels.
Based on their employment contracts with TE Connectivity and depending on their role at this company, members of the Management Board receive "restricted stock units", which are based on shares in TE Connectivity Ltd., as long-term variable remuneration. The restricted stock units have a four-year vesting period, although they vest in annual partial amounts and are then provided as shares in TE Connectivity Ltd. After the shares are issued, members of the Management Board are free to dispose of them as they wish. There is no four-year vesting period, but members of the Management Board will receive the entire number of restricted stock units only if they hold a corresponding position as a TE Connectivity employee for the entire four-year vesting period.
There is no contractual obligation for a member of the Management Board to invest the variable remuneration amounts granted in shares of the company.
The contract does not allow for the deduction or repayment of variable remuneration components despite the achievement of the targets specified due to other exceptional circumstances.
In accordance with recommendation G.17 of the Code, the larger time commitment of the Chair and members of the committees should taken into account appropriately. The company believes that remuneration already takes appropriate account of the larger time commitment of Supervisory Board members. Accordingly, members of the company's Supervisory Board committees and their Chair do not receive higher remuneration than the other Supervisory Board members.
Berlin, November 14, 2023
Thibault Kassir Robin Maly Dirk Schäfer Michael Gerosa Management Board Management Board Management Board Chair of the
Supervisory Board
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