Annual Report • Apr 11, 2017
Annual Report
Open in ViewerOpens in native device viewer
Annual Report 2016
| in € million | 12/31/2016 | 12/31/2015 | Change 2016/2015 |
|---|---|---|---|
| Business Development | |||
| Order entry | 161.1 | 188.6 | -14.6% |
| Order backlog as of December 31 | 101.5 | 117.6 | -13.7% |
| Total sales | 177.6 | 148.5 | 19.6% |
| Sales margin | 2.8% | 0.1% | 2.7% points |
| Gross profit | 58.6 | 49.4 | 18.6% |
| Gross margin | 33.0% | 33.3% | -0.3% points |
| Costs of conversion | 119.0 | 99.2 | 20.0% |
| Research and Development costs | 14.1 | 12.8 | 10.2% |
| EBITDA | 15.3 | 9.2 | 66.3% |
| EBITDA margin | 8.6% | 6.2% | 2.4 % points |
| EBIT | 11.1 | 5.0 | > 100.0% |
| EBIT margin | 6.3% | 3.4% | 2.9% points |
| Earnings after tax | 5.0 | 0.2 | > 100.0% |
| Earnings per share, basic (in €) | 0.26 | 0.01 | > 100.0% |
| Balance sheet and cash flow | |||
| Equity | 124.4 | 118.7 | 4.8% |
| Equity ratio | 69.2% | 67.0% | 2.3% points |
| Return on equity | 4.0% | 0.2% | 3.9% points |
| Balance sheet total | 179.6 | 177.2 | 1.4% |
| Net cash | 31.1 | 40.0 | -22.3% |
| Free cash flow1 | -9.1 | 1.3 | < -100.0% |
| Further key figures | |||
| Investments | 3.6 | 3.4 | 5.9% |
| Investment ratio | 2.0% | 2.3% | -0.3% points |
| Depreciation | 4.2 | 4.2 | 0.0% |
| Employees as of December 31 | 711 | 698 | 1.9% |
Before consideration of purchase or sale of available-for-sale securities
EMPLOYEES BY REGION
| LITHOGRAPHY | BONDER | PHOTOMASK EQUIPMENT |
OTHERS |
|---|---|---|---|
| • Mask Aligner • UV Projection Lithography Systems • Laser Processing Systems • Coater/Developer |
• Bonder | • Photomask Processing Systems |
• Micro-optics and Lenses • Centralized Group Functions |
| Order entry: $\epsilon$ 105.0 million Sales: € 133.8 million $EBIT: \mathsf{E}$ 13.2 million |
Order entry: $$18.6$ million Sales: € 14.0 million $EBIT: \mathsf{E} -1.7$ million |
Order entry: $\epsilon$ 26.3 million $\textit{Sales}:$ € 19.7 million $EBIT: \mathsf{E} 1.8$ million |
Order entry: $\epsilon$ 11.2 million $Sales:$ € 10.1 million $EBIT \in -2.1$ million |
109.0 469 43.1 140 25.4 102 Asia/
Pacific North
America Asia/
Pacific EMEA North EMEA America
SALES BY REGION in $\epsilon$ million
$24.3\%$
61.4% Asia/Pacific
Dear readers,
In our field, we are faced daily with challenging tasks, which we solve with creativity and the willingness to perform. This is an essential prerequisite for us to continue to be successful in the market. We operate in rapidly changing markets with extremely demanding customers. New solutions are constantly being demanded of us, which we can only achieve with a motivated and committed team. Over the course of our lengthy corporate history we have repeatedly demonstrated that we can do this; we demonstrate it in many areas every day. We count on our employees who have a distinct customer orientation and a very good understanding of the market. This, combined with our great innovative strength and a high degree of cost efficiency, is the key to our success.
THE MANAGEMENT BOARD OF SUSS MICROTEC
$2 -$
| Letter to the Shareholders - The Manuscript | $\overline{4}$ |
|---|---|
| Report of the Supervisory Board ------- | $6\phantom{1}6$ |
| People with Vision -- | 10 |
| Investor Relations - Exercise | 42 |
| Corporate Governance | 46 |
| Condensed Management Report -- | 52 |
| Consolidated Financial Statememts (IFRS) - The Consolidated Financial Statements (IFRS) | 102 |
| Notes to the Consolidated Financial Statements —————————— | 118 |
| Glossary - District of the Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Second Seco | 150 |
| Financial Calendar 2017 | Back cover |
| Five-Year Overview - | - Back cover |
The past 2016 fiscal year was characterized by high sales, last seen at this level in the 2011 fiscal year, as well as significantly improved profitability from the previous year. Our ongoing efforts to respond more quickly and in a more targeted manner to market demands and customer wishes were rewarded in the last two fiscal years with good order entry and sales. Following the stabilization of sales and earnings in the 2015 fiscal year, we were able to increase sales by 19.6 percent from the previous year in a market environment that continues to be challenging. Earnings before interest and taxes (EBIT) more than doubled during the same period.
However, this does not mean that we can rest on our laurels. The Management Board will continue to consistently pursue the growth path on which we have embarked and will put even more emphasis on an improvement of the earnings situation. Sustainable growth in the semiconductor equipment sector does not necessarily mean that we can report higher sales every year. This is difficult to achieve given the complexity and cyclical nature of the markets. However, we wish to elevate your company to a significantly higher and more sustainable sales and earnings level over a foreseeable time frame.
We operate in fast-paced markets with very demanding customers. As a result of product life cycles of only a few years, if that long, they face the challenge of continually inventing new technologies. As equipment suppliers, we must support this trend and offer our customers state-of-the-art solutions. However, we are no longer just an equipment supplier. We also conduct intensive process development and optimization. We require a comprehensive and profound understanding of the processes and technologies that are currently being used by our customers in production. Only in this way can we further develop our tools for the optimal benefit of our customers. As the Management Board of your company, we are firmly convinced that several of our markets will grow strongly in the coming years. Wafer-level fan-out, possibly also panel-level fan-out and ultimately 3D integration with TSVs will play a dominant role in chip integration in the future.
However, we do not only see strong growth opportunities in the area of packaging. Similar growth can be generated by such new developments as "Industry 4.0" and the "Internet of Things (IoT)," which are leading to completely new forms of mobility, connectivity, and cloud computing. In end devices, there is strong demand for more MEMS (microelectromechanical systems) and optical systems in order to support even quicker communications and better connectivity. Our customers and our Company are confronted with exciting and sophisticated challenges.
In many cases, outstanding solutions and results can be achieved only if the users and developers of production equipment work closely together in order to optimize the entire production process for the highest quality and productivity. As equipment providers, we work closely with our customers in order to better understand their needs and to offer premium solutions for these requirements. In these turbulent times, our goal remains to be the recognized partner at the semiconductor mid- and backend, particularly for lithographic solutions.
On the product side, we were able to present the market with various innovations in the past fiscal year. For example, in April 2016, we introduced an environmentally friendly innovation in the mask aligner product line. With the development and implementation of the environmentally friendly UV-LED lamp house concept for mask aligners, we succeeded in taking another important step toward the preservation of resources and the protection of the environment. The innovative UV-LED light source has a much longer service life than the previously used mercury vapor lamp. Moreover, the time and energy-intensive warm-up and cool-down phases are no longer needed in the production process. The LED light source only needs to be switched on during the actual exposure process. These properties lead to significant cost and time savings for our customers. In the summer of 2016, we conducted the market launch of a new generation of our semi-automatic mask and bond aligner MA/BAGen4. It features improved capabilities in alignment accuracy, ergonomic design, and lower cost of ownership. With the introduction of this system, we optimized the mask aligner product portfolio in order to satisfy customer requirements better in the future. A third example worth citing here is the market launch of the ACS300Gen3. This involves a coater and development platform, which is specially designed for mass production in the area of advanced packaging.
Despite the good business development and very promising product innovations, we are not satisfied with the performance of our share price in the 2016 fiscal year. The share initially performed well at the beginning of 2016. The significant share price gains were very likely attributable to the record order entry in the fourth quarter of 2015 and the Company's reinclusion in the TecDAX in March 2016. This positive share performance unfortunately did not continue over the course of the year. The share has been on a downward trend since the beginning of May 2016, with its low point on November 16, 2016 with a low for the year of EUR 5.47. Until the end of the year the share moved within a range of approximately EUR 6.00 to EUR 6.50.
From left to right: Michael Knopp, Chief Financial Of�icer Dr. Franz Richter, Chief Executive Of�icer (since September 2016) Walter Braun, Chief Operating Of�icer
������������� 5
Ladies and gentlemen, in the 2016 fi scal year another change took place at the top of the Company. The former Chief Executi ve Offi cer Dr. Per-Ove Hansson resigned his positi on on August 16, 2016. The Supervisory Board was able to swiftly recruit Dr. Franz Richter as the successor to the positi on of Chief Executi ve Officer on August 30, 2016. He is very familiar both with the semiconductor sector and the Company since he previously worked as CEO and later as a Supervisory Board member for SUSS MicroTec. As already explained, the Management Board will now focus even more sharply on profitable and sustainable growth.
The 2016 fi scal year was characterized by politi cal and economic turbulence. This revolved, among other things, around slower economic growth in China, Brexit and its potenti al consequences, terrorist att acks in Europe, military confl icts in the Middle East, the refugee situati on, and last but not least the outcome of the presidenti al electi ons in the United States. During these turbulent ti mes, economic growth amounted to approximately 2.4 percent, according to esti mates from the ifo Insti tute. The eurozone was able to grow by 1.6 percent. For the current fi scal year, leading economic research insti tutes anti cipate global growth of 2.9 percent and growth in the eurozone of 1.5 percent. For the semiconductor sector, experts like Gartner and the Semiconductor Industry Associati on recorded a decline in growth of 1.5 percent
in the past fi scal year. For 2017 both expect accelerated growth of approximately 7.2 percent compared to the 2016 fi scal year.
Taking the order backlog at year-end 2016 and the expected order entry for the fi rst half of 2017 into account, the Company predicts sales for the current fi scal year to come in at between EUR 160 and 170 million. This represents a slight increase on the previous sales expectati on of around EUR 160 million given in July 2016. Despite the lower sales level, EBIT is expected to be in the range of EUR 9 to 13 million again in 2017. The main reason for this is the expectati on of an improved overall gross margin.
Garching, Germany, March 2017
Dr. Franz Richter Chief Executi ve Offi cer
Offi cer
Michael Knopp Chief Financial
Walter Braun Chief Operati ng Offi cer
In the following report, the Supervisory Board would like to inform you, dear shareholders, about its activities in the 2016 fiscal year.
Dr. Stefan Reineck, Chairman of the Supervisory Board
The Supervisory Board fulfilled its responsibilities as set forth by law, the articles of incorporation, and Company bylaws in 2016 and advised the Management Board on directing the Company and monitored its activities. The Supervisory Board was involved in all decisions that were of vital importance to the Company. The Management Board coordinated the Company's strategic orientation with the Supervisory Board and provided it with regular, prompt, and comprehensive information – both in written and verbal form – about corporate planning, business progress, and the Group's current position. When business development deviated from plans, deviations were explained in detail and reviewed by the Supervisory Board based on available documents and information. The Supervisory Board discussed significant business events extensively with the Management Board and gave its consent to the transactions requiring its approval. During the 2016 fiscal year, the Supervisory Board held a total of seven ordinary meetings and one extraordinary meeting.
As in previous years, in addition to participating in Supervisory Board meetings, the Chairman of the Supervisory Board maintained close contact with the Management Board and remained apprised of the business situation and significant events. In this communication, special focus was placed on the development of the UV scanner and laser stepper product lines of SUSS MicroTec Photonic Systems. In addition, the Deputy Chairman of the Supervisory Board interacted regularly with the Management Board and the auditors, BDO AG Wirtschaftsprüfungsgesellschaft, headquartered in Hamburg, branch office in Munich, regarding accounting topics and the auditing of the annual financial statements.
The Supervisory Board conducted regular discussions on the development of business, financial position, and strategic orientation at SUSS MicroTec, its subsidiaries, and the Group. The Management Board provided the Supervisory Board with comprehensive information about corporate planning, strategic direction, and the development of order entry, sales, liquidity, and earnings. In addition, the Supervisory Board reviewed the monitoring of the financial reporting process as well as the effectiveness of the internal control system, the risk management system, and the independence of the auditor. The main topics of the Supervisory Board meetings are discussed below.
The first ordinary Supervisory Board meeting for the 2016 fiscal year was held on February 10, 2016. At that meeting, the Supervisory Board held discussions about the Management Board's report on the fourth quarter of 2015 and about the preliminary figures for the 2015 fiscal year. The Supervisory Board discussed the planning of the 2016 fiscal year and multi-year planning for 2016–2018; it also approved the planning for the 2016 fiscal year. It further outlined the objectives and the bonus plan for the Management Board for the 2016 fiscal year and long-term objectives. In this meeting, the Supervisory Board also discussed the objectives and criteria for the composition of the Supervisory Board. In addition, the Supervisory Board conducted and documented an examination of the efficiency of its activities in accordance with Section 5.6 of the German Corporate Governance Code. Finally, the Supervisory Board dealt extensively with the strategic options of the Company in view of the growing M&A activities of other companies in the industry.
Representatives of the auditor, BDO AG Wirtschaftsprüfungsgesellschaft, participated in the second meeting on March 29, 2016. They reported to the Supervisory Board the key results of the audit of the separate and consolidated financial statements for the 2015 fiscal year. The auditor explained to the Supervisory Board the main findings of the audit of the separate and the consolidated financial statements. The Supervisory Board acknowledged the Management Board's report for the 2015 fiscal year and on the current business situation in the first quarter of 2016. Following an in-depth examination, the Supervisory Board approved the separate and the consolidated financial statements of SUSS MicroTec prepared for the 2015 fiscal year by the Management Board. The Supervisory Board also adopted by resolution its report to the Shareholders' Meeting regarding its activities in the past 2015 fiscal year. In addition, the Supervisory Board approved the agenda with the proposals for the Shareholders' Meeting on June 15, 2016. The Supervisory Board addressed the Management Board bonus for 2015 and discussed targets
for the Management Board for the 2016 fiscal year as well as long-term three-year goals. It subsequently reached a decision on the Management Board's bonus plan for the 2016 fiscal year as well as the long-term three-year goals. A further focus of the Supervisory Board meeting was again the strategic options of the Company against the background of the amplifying M&A activities of other companies in the industry.
The third ordinary Supervisory Board Meeting was held on May 3, 2016. The Supervisory Board dealt with the current business situation in the first quarter of the 2016 fiscal year and the outlook for the entire 2016 fiscal year. It also discussed in depth the intercompany loans made to SUSS MicroTec Photonic Systems and the risks associated with these. The Supervisory Board subsequently approved an irrevocable loan waiver of SUSS MicroTec AG to SUSS MicroTec Photonic Systems Inc. Further topics of the meeting were access to adjacent markets and the state of the laser imaging product line. In conclusion, the Supervisory Board discussed individual, important customer projects with the Management Board.
In the meeting on June 15, 2016, immediately before the ordinary Shareholders' Meeting, the Management Board informed the Supervisory Board about the current business situation. The Supervisory Board meeting was resumed following the Shareholders' Meeting. The Management Board informed the Supervisory Board about various customer and development projects. In addition, the Supervisory Board discussed in detail the status of the development of the SUSS MicroTec Photonic Systems Inc. UV scanner and laser stepper product lines. Special attention was given to the financial risks for the Group and for SUSS MicroTec AG.
The fifth ordinary Supervisory Board Meeting in the 2016 fiscal year was held on August 4, 2016. The meeting covered, among other topics, the current business figures of the second quarter of 2016 and the outlook for the entire 2016 fiscal year. In the meeting, the Supervisory Board once again discussed the status of SUSS MicroTec Photonic Systems Inc. in the presence of the General Manager. The Supervisory Board passed a resolution to commence the necessary steps toward the transition of SUSS MicroTec AG to SUSS MicroTec SE. Also discussed was the upcoming election of the Supervisory Board within the framework of the 2017 Shareholders' Meeting. The Management Board subsequently introduced the concept for the reconstruction and renovation of the cleanroom at the Sternenfels location. Moreover, within the framework of the Supervisory Board Meeting, the Management Board presented the results of an employee survey and a current competitive analysis.
On August 22, 2016, the Supervisory Board passed a resolution regarding a leave of absence of Dr. Per-Ove Hansson after he resigned his position as Member of the Management Board and Chief Executive Officer on August 16, 2016.
In an extraordinary meeting (via telephone) on August 30, 2016, the Supervisory Board appointed Dr. Franz Richter as SUSS MicroTec AG's new Chief Executive Officer.
On November 8, 2016, the sixth ordinary Supervisory Board Meeting was held. In this meeting, the Management Board reported on the current business situation in the third quarter as well as the outlook for the full year of 2016. The Supervisory Board once again discussed the situation of SUSS MicroTec Photonic Systems Inc. and the status of individual, important customer projects. Beyond that, the main topic of focus of the meeting was the composition of the Supervisory Board for the 2017 Shareholders' Meeting, a possible expansion, and the arrangement of the associated search for candidates. Furthermore, the Supervisory Board dealt with the status of the planned transition of SUSS MicroTec AG to SUSS MicroTec SE and approved the award of contracts for the net assets audit necessary in this context to BDO AG Wirtschaftsprüfungsgesellschaft. In addition, it discussed the main points of focus with regard to the audit for the 2016 annual financial statements and dealt with the updating of the annual declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) of the German Corporate Governance Code.
The last ordinary meeting of the 2016 fiscal year, which was held on December 13, 2016, focused on the current business situation and planning for the 2017 fiscal year. Furthermore, the Supervisory Board dealt extensively with corporate governance, particularly with finalizing the updated declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) of the German Corporate Governance Code, the targets and criteria for the composition of the Supervisory Board, and the fraud catalog of the BDO AG Wirtschaftsprüfungsgesellschaft. The Supervisory Board addressed the Company's risk management and other Management Board issues. In addition, topics such as the expansion of the Supervisory Board, the requirements of a potential candidate and the status of the transition of SUSS MicroTec AG to SUSS MicroTec SE were discussed.
When necessary, the Supervisory Board adopted its decisions by means of document circulation.
All Supervisory Board members participated in all meetings and decisions.
| Supervisory Board member |
Meeting partici pation |
Personally present |
Partici pation by Attendance telephone in percent |
||
|---|---|---|---|---|---|
| Dr. Stefan Reineck | 8/8 | 7 | 1 | 100% | |
| Jan Teichert | 8/8 | 7 | 1 | 100% | |
| Gerhard Pegam | 8/8 | 7 | 1 | 100% |
The Supervisory Board did not form any committees in the 2016 fiscal year due to its size of three members.
The Supervisory Board once again addressed during the 2016 fiscal year the content and implementation of the German Corporate Governance Code. Information on the Company's corporate governance as well as an extensive report on the amount and pattern of remuneration for the Management and Supervisory Boards are provided in the Remuneration Report section of the condensed Management Report on pages 80 et seq. In January 2016, the Management and Supervisory Boards approved the annual declaration of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Law (AktG) and made this declaration permanently available to shareholders on the Company's website.
In its meeting on February 10, 2016, the Supervisory Board conducted and documented an examination of the efficiency of its activities pursuant to Section 5.6 of the German Corporate Governance Code. No deficiencies were identified during this review. The examination of the efficiency of the Supervisory Board's activities is conducted at regular intervals by all members of the Supervisory Board exclusively in full council on the basis of Company-specific questions and checklists.
Conflicts of interest of members of the Management and Supervisory Boards, which would have to be disclosed to the Supervisory Board and be made known at the Shareholders' Meeting, did not occur in the 2016 fiscal year.
BDO AG Wirtschaftsprüfungsgesellschaft, headquartered in Hamburg, branch office in Munich, audited the separate annual financial statements and management report of SUSS MicroTec AG as of December 31, 2016 prepared in accordance with the German Commercial Code (HGB), as well as the consolidated annual financial statements and Group management report as of December 31, 2016, and issued an unqualified audit opinion for both. The consolidated financial statements and Group management report were prepared in accordance with Section 315a HGB based on International Financial Reporting Standards, as they are to be applied in the EU. The auditor conducted the audit in accordance with the generally accepted German accounting principles promulgated by the Institute of Public Auditors in Germany (IDW).
The audit reports of BDO AG Wirtschaftsprüfungsgesellschaft, headquartered in Hamburg, branch office in Munich, were presented to all members of the Supervisory Board and were extensively addressed at the financial statements meeting of the Supervisory Board on March 29, 2016 in the presence of the auditor. The auditor reported on the primary results of the audit and stated that there were no substantive weaknesses in the internal control and risk management systems. In particular, the auditor provided explanations on the net assets, financial position, and results of operations of the Company and the Group and was available to the Supervisory Board in order to provide additional information. The auditor also elaborated on the scope, key findings, and costs of the audit. The main focal points of this year's annual and consolidated financial statements audit were the internal control and IT system as well as the assessment of the value of assets in the lithography and bonder segments, the realization of sales and the assessment of possible risks from deviations from the plan and a margin deterioration in individual product segments. In addition, the topics of the SUSS MicroTec Photonic Systems Inc. scanner order and the effects of the reorientation of sales in Japan were examined as the focus of the audit. In addition, the completeness and correctness of the explanatory notes, the completeness and appropriateness of the management report, and the topic of management override were also part of this year's audit focus. In the annual financial statements of SUSS MicroTec AG, the focus of the audit was on the valuation of financial assets and the valuation and completeness of the provisions.
The Supervisory Board audited the annual financial statements of the Company and the Group as well as the condensed management report of SUSS MicroTec AG with the Group management report for the 2016 fiscal year on March 29, 2017 during the financial statements meeting. The Supervisory Board had no objections. The Supervisory Board noted with approval the reports of the auditor after conducting a detailed examination.
The separate annual financial statements prepared by the Management Board were approved by the Supervisory Board and, thus, adopted. The Supervisory Board also approved the consolidated annual financial statements. The Supervisory Board approved the combined management report of the Corporation and the Group and, in particular, the assessment regarding the further development of the Company.
There were two changes in the composition of the Management Board in the 2016 fiscal year. Dr. Per-Ove Hansson resigned his position as Member of the Management Board and Chief Executive Officer on August 16, 2016 with effect from the end of that day. The Supervisory Board appointed Dr. Franz Richter on August 30, 2016 with effect from September 7, 2016 for the duration of three years as Member of the Management Board and Chief Executive Officer of SUSS MicroTec AG. Chief Financial Officer Michael Knopp and Chief Operating Officer Walter Braun continued to belong to the Management Board in the 2016 fiscal year.
The Supervisory Board remained unchanged in the 2016 fiscal year.
The Supervisory Board would like to express its tremendous gratitude and appreciation to the Management Board and all employees for their committed work in the past fiscal year.
Garching, Germany, March 29, 2017
Dr. Stefan Reineck, Chairman of the Supervisory Board
Our employees contribute significantly to the success of the Company with their dedication and commitment. Solid professional training, a range of interests and individual talents are the trademarks of our colleagues. Not only is it important for us to work with qualified professionals in all areas, but also to ensure that the knowledge of our long-serving employees in particular is passed on to the next generation. Training is an investment in the future – in the future of the Company and the future of young people.
Our diverse team of employees, who safeguard the future viability of the Company with their openness and eagerness to innovate, is the cornerstone of SUSS MicroTec. Only thanks to the extensive expertise and ability of our employees are we able to successfully offer our innovative products and solutions on the fiercely competitive semiconductor market. Seeing their own ideas successfully implemented is a major motivation for many employees to perform at their very best. Moreover, we place great emphasis on strengthening and encouraging individual interests and talents. This creates a strong incentive to achieve the extraordinary.
Interacting of different characters ––––––– Employees with different characteristics, skills and talents come together at SUSS MicroTec. The interplay of the different strengths and skills is a key component in the long-term success of the Company. We firmly believe that the major diversity of the Company's employees promotes effectiveness, creativity and the ability to innovative. For instance, the tech-savvy development engineer needs to sit down with the R&D controller at various project phases to define the approach, to budget and map out the project. Similarly, these two individuals need to coordinate with the well-connected head of the Product Center to ensure an ideal production workflow. The business processes, such as the revenue recognition for communicative sales employees, are meticulously displayed and documented in Accounting.
The Photomask Equipment division is the only division at SUSS MicroTec that uses its products and solutions to directly address the front-end of semiconductor production. Dr. Martin Samayoa and the photomask equipment team are determined and passionate about developing, building and manufacturing machines for cleaning photomasks, which are used at the front-end of semiconductor production. Their area of responsibility also includes finding solutions for downstream or related process steps, such as "bake and develop."
| "At SUSS MicroTec, I can apply my skillset | |
|---|---|
| and expertise to develop innovative technologies | |
| that address challenges in the semiconductor | |
| industry. Our mission is to develop technology- | |
| driven products that deliver superior value | |
| to this fast-paced and dynamic industry." | |
| DR. MARTIN SAMAYOA | |
| +++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * * * |
|
| * * * * * * * * * * * * * * * * * * * . |
|
| . . . |
|
| . . |
|
| . . . |
|
| . . . |
|
| . . |
|
| . . . |
|
| . . |
|
| . . . |
DR. MARTIN SAMAYOA ------ is a development engineer at SUSS MicroTec Inc. in Corona, USA. In this role, he is responsible for key product development projects in the Photomask Equipment sector. He holds a bachelor's degree in mechanical engineering from Purdue University as well as a master's degree in systems engineering from Penn State University. He earned his PhD at North Carolina State University. Martin, born and raised in Guatemala City, Guatemala, moved to the US to pursue a career in research and development.
The Photomask Equipment division is the only division at SUSS MicroTec that uses its products and solutions to directly address the front-end of semiconductor production. Dr. Martin Samayoa and the photomask equipment team are determined and passionate about developing, building and manufacturing machines for cleaning photomasks, which are used at the front-end of semiconductor production. Their area of responsibility also includes finding solutions for downstream or related process steps, such as "bake and develop."
HIGH-TECH FOR THE FRONT-END ––––––– SUSS MicroTec is a market leader in the production and marketing of machines used for cleaning photomasks. These technologically sophisticated machines are used worldwide by our customers in the semiconductor industry.
The focus of the development activities of the Photomask Equipment division is on technologies and solutions for 193nm immersion lithography (193i), the new type of extreme ultraviolet lithography (EUVL) as well as nanoimprint lithography (NIL). This business area is, in a company-wide comparison, probably subject to the strongest cycles because the end customers are active at the front-end of the semiconductor industry and the most significant business driver is the advancement of Moore's Law. Smaller and more efficient chip generations are developed and manufactured approximately every 18 months in this field. For this, new photomasks and corresponding machines and process windows for cleaning these masks are continuously needed.
A major challenge is the thorough yet gentle cleaning of the photomask, which is made up of tiny patterns. The introduction of extreme ultraviolet lithography in particular presents great challenges to the industry. Special pellicle-protected masks are utilized here. In 2016, one development focus area was the design of a special bracket that makes it possible for the pellicle to remain on the photomask during the process of cleaning the back of the photomask without it being damaged or contaminated. The prototype of this bracket was available at the end of the 2016 fiscal year and is being evaluated by a customer at the beginning of 2017.
A single mask can cost more than EUR 100,000 in certain circumstances. The use of an adequate cleaning technology is extremely important for this reason. For SUSS MicroTec, this means continually developing better and more compatible cleaning processes as any defect on the photomask would be replicated a thousandfold and would lead to many defective microchips.
The Photomask Equipment area includes cleaning platforms for every pattern size in the semiconductor industry. At the same time, SUSS MicroTec is the only supplier of EUVL photomask cleaning machines in the world. To offer the best possible results, the Photomask Equipment sector pursues an extremely customer-oriented approach, especially when it comes to research and development projects. The task lies in developing technologydriven products and solutions that offer customers in the fast-paced and dynamic semiconductor industry a technological or economic advantage. The Photomask Equipment sector has been driving stable sales and good profit contributions since its acquisition in 2010.
A further area of production in the Photomask Equipment division is the "bake and develop" area. SUSS MicroTec entered into a partnership with NuFlare Technology, Japan, in 2015 in order to further develop this area. NuFlare is a market leader in electron beam mask writers and thus supports the progressive pattern minimization at the front-end.
SUSS MicroTec invests in research and development (R&D) each year in order to be able to continually offer new and innovative products and processes. These processes are mapped through target-oriented planning, management, and a demand-driven reporting system. R&D Controlling is responsible for these tasks, among other things. It creates the conditions for fact-based decisions, accompanies the realization of the long-term Company objectives, and verifies and heads planning as well as the implementation of R&D projects with respect to duration, cost and quality.
| "The symbiosis of career and calling! That is | ||
|---|---|---|
| what I found and greatly cherish at SUSS MicroTec. | ||
| Education and vocational experience are what | ||
| matter on the one hand - talent and dedication | ||
| on the other. In research and development controlling, I can apply my predilection for |
||
| analytical work and for working closely with colleagues in the technical fields in a targeted way |
||
| in order to drive the Company's success story." | ||
| THOMAS RASEM | ||
| $+ +$ $+ +$ $+ +$ $+ +$ $+ +$ $+ +$ $+ +$ $+ +$ |
$+ +$ $+ +$ |
+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + $+ + + + + +$ $+ +$ $+ +$ $+$ $+ +$ $+ +$ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + ++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + * * * * * * * * * * * * * * * * * ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + * * * * * * * * * * * * * * * * * +++++++++++++++++++++++++++++++++++++++ |
THOMAS RASEM - lives in Mannheim, is married and has an eight-year-old daughter. He has been working at SUSS MicroTec Lithography GmbH in Sternenfels since 2010. He completed his studies in business engineering in Berlin, specializing in controlling/business organization. He is now a part of our team - keeping in line with his talent and interests - and is responsible for controlling for the Research and Development department (R&D). His assessments and analyses support R&D engineers and management in their daily business tasks as well as in the strategic orientation and further development of SUSS MicroTec.
SUSS MicroTec invests in research and development (R&D) each year in order to be able to continually offer new and innovative products and processes. These processes are mapped through target-oriented planning, management, and a demand-driven reporting system. R&D Controlling is responsible for these tasks, among other things. It creates the conditions for fact-based decisions, accompanies the realization of the long-term Company objectives, and verifies and heads planning as well as the implementation of R&D projects with respect to duration, cost and quality.
PRODUCT INNOVATIONS ––––––– in the 2016 fiscal year, two new, innovative and exciting developments in the areas of exposure and permanent bonding were introduced to the market: the eco-friendly LED lamp house for mask aligners and the XBS200. The product lines are found at the Garching and Sternenfels locations.
Faster, thinner, more powerful – tailored solutions for customers are the basis for SUSS MicroTec's long-term success. In order to remain successful and enjoy continued growth and success in the progress- and innovation-driven semiconductor market and related markets, SUSS MicroTec is continually broadening its efforts in the area of research and development. In addition to strong development activities and an active cooperation with leading research institutes and universities, all processes are aligned to the highest possible development speed and efficiency.
Key elements here are the planning, budgeting and monitoring of development projects. As illustrated in the overview below, such a project is divided into six phases at SUSS MicroTec. R&D Controlling is generally involved in the individual project phases. Project reporting, project management and calculating material and personnel costs – such as calculating the hours of work that will be required – are handled by the expert colleagues in Controlling. Using the example of the new XBS200 bonder platform developed in 2016, the development process is set up as follows:
In 2013, SUSS MicroTec discontinued production in its automatic, permanent bonding systems division, which had been operating at a loss. At the same time, market and competitive analyses revealed that there will still be a great need for automatic bonders in the future and that the market offers attractive opportunities for growth. This resulted in the decision to completely redevelop the product in order to offer customers a cost-effective and technologically sophisticated solution (Phase 1).
Next, product managers and product specialists assessed in close consultation with R&D Controlling if and in what form a new development in the scope of the financial budget and time allowance is possible. In addition, the findings from market analyses and meetings with customers were used to define what technological demands and functions the new machines would have to fulfill and if these would be feasible (Phase 2).
In a next step, it was precisely determined what specifications the XBS200 would have with regard to the size of the machine (footprint), the yet-to-be-determined substrate size, the alignment accuracy and repeatability as well as the use of monitoring systems. A detailed project plan including budget guidelines and milestones was developed in cooperation with the R&D Controlling department (Phase 3).
The conception and development of the machine itself as well as the corresponding software were implemented according to the project guidelines and within the budget frame. This included, for example, the creation of a list of parts, the construction planning as well as the development of the individual modules and components. At the end of the design process, the XBS200 demonstrated many new features (Phase 4).
The construction of a production-ready prototype followed shortly after completion of the development phase. In addition, blueprints and documents for the XBS200 were created and archived (Phase 5).
The XBS200 was presented to the market in March 2017. It is now down to the marketing department as well as the key account and product managers to present this new and extremely competitive automatic bonder to our customers and to market it. The most important fields of application of the XBS200 are sensor production (MEMS) and LED production. Once customer orders have been placed, the XBS200 will go into serial production (Phase 6).
| Initial phase | market analysis, definition of project goals |
|---|---|
| Feasibility analysis | with regard to technology, financing, timing; detailed planning of the project goals |
| Conception and planning | definition of product specifications and creation of a project plan |
| Design | of the hardware and software of the product development that is planned |
| Implementation | creation of a machine prototype, documentation, patent applications if applicable |
| Transfer to high-volume production | production adapted for high-volume production, project analysis |
The demands of our Asian production customers in terms of quality, machine performance, and the standards of perfection and service they demand from SUSS MicroTec are enormous. At the same time, they also expect attractive pricing. Numerous service and application engineers at the Hsinchu location in Taiwan are busy at work to provide our customers availability 24 hours a day 7 days a week.
| "What I value most about working at | |
|---|---|
| SUSS MicroTec in Taiwan, is the ethical company | |
| culture as well as the friendly and respectful | |
| working environment. I have a special predilection for precision. I am responsible not only for |
|
| accounting, finance and controlling but also for | |
| the IT management. This puts me into a position where I can provide the management with a |
|
| ÷ $+ +$ $+$ $\ddot{}$ $+ + +$ $+ +$ $+ + +$ $+ + +$ $+ + +$ |
comprehensive overview of the overall situation of the Company at our location at any time." SARA HU +++++++++++++++++++++++++++++++++++++++ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+$ $\ddot{}$ $+$ $\ddot{\phantom{1}}$ $\ddot{}$ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+$ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{\phantom{1}}$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+ +$ $\ddot{}$ $+$ $\ddot{}$ $+ +$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $+$ $+$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{}$ $\ddot{\phantom{1}}$ $+$ $+$ $+$ $+$ $\ddot{}$ * * * * * * * * * * * * * * * * * + + + + + + + + + + + + + + + + + + + + * * * * * * * * * * * * * * * * * + + + + + + + + + + + + + + + + + + + + +++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + $+ +$ +++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + +++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * ++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * +++++++++++++++++++++++++++++++++++++++ |
SARA HU - joined SUSS MicroTec Taiwan in 2010. Her area of responsibility extends far beyond just accounting and finance. She is also responsible for all relevant topics related to controlling, and, in addition to helping organize the local office, she is actively involved in the IT management. Before she joined us, she worked for different companies, including an international CPA (Certified Public Accountant) company.
The demands of our Asian production customers in terms of quality, machine performance, and the standards of perfection and service they demand from SUSS MicroTec are enormous. At the same time, they also expect attractive pricing. Numerous service and application engineers at the Hsinchu location in Taiwan are busy at work to provide our customers availability 24 hours a day 7 days a week.
BIGGEST SALES MARKET IN ASIA ––––––– accounts for significantly more than half of our Company's sales of SUSS MicroTec products and solutions. Countries like Taiwan, Korea and China play a significant role in that. Taiwan, for example, boasts the world's largest number of foundries and OSATs (Outsourced Assembly and Test Houses). Both of these company groups, together with the IDMs (Integrated Device Manufacturers), represent key customer groups for SUSS MicroTec.
SUSS MicroTec was successful in gaining quite a few orders from an Asian semiconductor company in the 2015 fiscal year. A portion of these orders involved innovative UV projection scanners, which are manufactured at our location in Corona, USA. Several orders for coaters and developers were also placed by this customer. In the 2016 fiscal year, these machines were all manufactured, delivered to the customer, and installed. As stated later in this annual report, the timely production of these machines posed great challenges, as we had to deal with very high order entry in a short period of time. Our staff did an outstanding job in executing this task through targeted preproduction, outsourcing and lots of overtime.
The installation, commissioning, and optimization of the processes was then in the responsibility of the service, software and application engineers in Asia. We were able to optimize the complex processes in accordance with the special demands of the customers, conclude final inspection in the fourth quarter of 2016 and thus fulfill the sales. An important area of application for the installed machines is fan-out wafer-level packaging, a dynamically growing area in the semiconductor mid- and back-end. Market research companies anticipate considerable sales growth in this area in the coming years, driven by mobile communication and networking.
Not only the production of the chips and microchips, but also the structuring and packaging of these chips in the semiconductor midand back-end are becoming increasingly intricate and complex. For this reason, new production technologies in this area like fan-out wafer-level packaging also have to be developed continually. SUSS MicroTec makes an essential contribution, especially with its lithography machines – UV projection scanners as well as coaters and developers – in mastering the challenges of modern production processes. An important factor here is the pattern size that can be achieved for exposures in the micrometer range, as miniaturization in the mid- and back-end of the semiconductor industry, as stated in Moore's Law, is also making major strides. In addition, the adjustment of wafer distortions prior to exposure or preventing electrostatic charges of the wafer, for example, are important criteria when choosing a SUSS MicroTec production machine.
SUSS MicroTec was able to gain a number of orders from major semiconductor manufacturers within this area, demonstrating once more the Company's technological capabilities and innovative strength.
The Product Center at the Sternenfels location is the interface between global marketing, the end customer on the one hand and the production plant with engineering, supply chain and operations on the other. Heinz Hocke's role is to act as the connector between many departments within SUSS MicroTec and the end customers. The Product Center at the Sternenfels location encompasses the areas of photomask equipment and bonders, as well as the coater and developer product lines.
| "The high capacity utilization of production in the | |
|---|---|
| 2016 fiscal year presented us with enormous | |
| challenges. My interest and my longstanding | |
| experience at SUSS MicroTec have helped me to | |
| connect the different departments harmoniously, | |
| much like a music conductor, and thus to | |
| contribute my part in successfully tackling this | |
| massive undertaking." | |
| HEINZ HOCKE | |
| $+$ | $+ + + + + + +$ $+ + +$ $+ + + + + + +$ $+ +$ $+ + + + + + + +$ $+ +$ $+ + + + + + +$ $+ + + + + + + + +$ $+ + + +$ $+ + + + + + +$ $+ + + + + +$ $+ +$ + + + + + + + + $+ + + +$ $+ +$ $+ + + + + + + +$ $+ + + +$ + + + + + + + + $+ + + +$ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + |
| $+ +$ $+ +$ $+$ |
$+ + + + + + + + +$ +++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * +++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * +++++++++++++++++++++++++++++++++++++++ + + + + + + + + +++++++++++ |
| * * * * * * * * * * * * * * * * * * * +++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++++++++++++++++++++++++++++++++++++++ |
|
| $+ +$ $+$ $+ +$ $+ + +$ $+ +$ |
+++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ $+$ * * * * * * * * * * * * * * * * * * ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ +++++++++++++++++++++++++++++++++++++++ |
HEINZ HOCKE - has been working at SUSS MicroTec Photomask Equipment GmbH & Co. KG in Sternenfels for 28 years. He completed his degree in electrical engineering in Pforzheim, is a certified electrical engineer and is responsible for the Product Center at the Sternenfels location. In this area, he and his team of 50 employees are responsible for ensuring that all customer orders at the Sternenfels location are designed, planned and monitored from order entry to final inspection by the customer in order that they are completed on schedule in terms of time and quality.
The Product Center at the Sternenfels location is the interface between global marketing, the end customer on the one hand and the production plant with engineering, supply chain and operations on the other. Heinz Hocke's role is to act as the connector between many departments within SUSS MicroTec and the end customers. The Product Center at the Sternenfels location encompasses the areas of photomask equipment and bonders, as well as the coater and developer product lines.
The Sternenfels production facility is located in Kraichgau, in Baden-Württemberg, surrounded by vineyards yet still close to industrial hubs like Stuttgart, Heilbronn and Karlsruhe. This affords Sternenfels immediate proximity to colleges in Pforzheim and Karlsruhe, which is important when it comes to attracting junior employees. As a result of the competitive situation among suppliers from the automobile industry for young, qualified employees, the Company offers especially attractive conditions for individuals who work well in company structures that are characterized by short decision-making routes and flat hierarchies. In addition, our Sternenfels location offers a rather international staff, in which English has developed into the standard language of communication between employees in many areas. This is certainly another important criterion for young professionals when choosing a career and employer.
The big challenge in the previous fiscal year was the high order backlog at the Sternenfels location, which largely resulted from the record order entry in the fourth quarter of 2015. The orders placed by customers consisted in part of large batch sizes, which had to be made within very short delivery periods while at the same time maintaining high quality demands. The Lithography division in particular noted full order books at the end of 2015. Coaters and developers, as well as mask aligners manufactured at the Garching location near Munich, and photomask cleaning machines were in strong demand.
The order backlog at the end of 2015 led to an enormously high capacity in production at the Sternenfels location in the 2016 fiscal year. A great challenge, for example, was in coordinating the areas of purchasing, production and software engineering. In the past fiscal year, the production of entire machines including commissioning as well as delivery was outsourced to external partners within Germany due to the strong demand. An example of this was the manufacturing of the ACS200Gen3, the third generation of the 200mm production coater and developer.
A significant driver of the demand for SUSS MicroTec machines was comprehensive investments by a major Asian customer in fan-out wafer-level packaging technology. SUSS MicroTec was able to impress customers in this area with its lithography products and solutions and acquire exciting orders. Throughout the course of 2016, the orders in the order backlog at the turn of 2015/16 were able to be processed and the machines were included in sales.
A new project structure in SAP was implemented in the 2016 fiscal year to improve the monitoring of cost development with regard to individual projects.
Ņ
In recent years, SUSS MicroTec generated approximately 25 percent of its sales in the EMEA (Europe, Middle East, and Africa) region despite the market share losses incurred in the European semiconductor and semiconductor equipment market in the past decades as a result of global competition from Asia. Semiconductor technologies and products geared toward the automobile industry in particular have seen positive growth. This includes the production of a large number of MEMS sensors as well as components for the infotainment sector. In addition, the market for power devices is very attractive in Europe.
| "In the Sales division of SUSS MicroTec, I enjoy | ||
|---|---|---|
| working together closely with my customers | ||
| and I value the internationality of my work. | ||
| My job is very diversified and I have the chance | ||
| to encounter the versatile application areas | ||
| of our tools at our customers' sites. My position | ||
| very often serves as an interface between customers | ||
| on the one hand and application, production and | ||
| development engineers on the other hand." | ||
| VIRGINIE QUET | ||
| $+ + +$ | $+ + + + +$ $+ +$ $+ + + +$ $+ +$ $+ + + +$ $+ +$ $+$ $+ +$ $+ +$ $+ + +$ $+$ $+ + +$ $+$ $+ +$ $+ +$ $+$ $+$ $+ +$ $+$ $+ +$ $+$ . |
|
| + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + . + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + $+ + +$ + + + + + + + + + + + + + + + + + + + + |
||
| ÷ $+ + +$ |
. ******** + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + ++++++++++++++++++++++++++++++++++++++ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + |
VIRGINIE QUET - is 36 years old, married and has three kids. She started working at SUSS MicroTec SARL in France in 2007. Virginie has close contact with all our key European customers, especially in France, Benelux, Italy and Israel. As an Account Manager, she is responsible for the sales of SUSS MicroTec's entire product range. After finishing engineering school, she started her career at another company as a research and development engineer and worked as an application engineer in optoelectronics. She can effectively apply the skills she learned there in everyday business and especially in her dealings with SUSS MicroTec's customers.
In recent years, SUSS MicroTec generated approximately 25 percent of its sales in the EMEA (Europe, Middle East, and Africa) region despite the market share losses incurred in the European semiconductor and semiconductor equipment market in the past decades as a result of global competition from Asia. Semiconductor technologies and products geared toward the automobile industry in particular have seen positive growth. This includes the production of a large number of MEMS sensors as well as components for the infotainment sector. In addition, the market for power devices is very attractive in Europe.
GROWTH MARKET: SENSORS ––––––– SUSS MicroTec has more than 100 MEMS customers in Europe alone. We are particularly strongly represented in this market segment with machines designed for coating, exposing and developing wafers as well as our manual bonding systems. These machines are manufactured in our two German locations.
SUSS MicroTec markets its products worldwide, but manufactures its machines in Germany and the US. If you take a closer look at the Company's cost structure, it's clear why this is possible to do sustainably despite international competition and pricing pressure: The major share of the disclosed cost of sales is used for materials and not for personnel costs. Shifting to locations with presumably minimal personnel costs would therefore have only limited influence on our cost structure. What is much more important in this context are the intelligent purchasing of materials and parts as well as flexible and efficient supply companies.
Furthermore, the expertise and motivation of our staff is crucial for the success of our Company. We can look back on a tradition of manufacturing mask aligners at our Garching location that has endured for more than 50 years. The knowledge of employees who have been with the Company for many years is thus a tremendously important building block of the success of this product line.
Our machines produced in Germany are widely used in Europe in research and development as well as the the production of MEMS sensors, microparts and power devices. The automobile industry, mobile communications, biotechnology as well as alternative energies and the increasingly relevant topic of Industry 4.0 and the Internet of Things (IoT) are some of the important areas of application for these components. Information has to be collected, digitized, saved, transferred and later analyzed. Regardless of the industry, the first step is information retrieval, such as through pressure, temperature, motion and position sensors (MEMS sensors). These MEMS sensors form a self-contained unit and are manufactured using lithography methods in the semiconductor industry. SUSS MicroTec has seen a wide use of its bonders, coaters and developers with European customers in this segment of the market.
The market for sensors has experienced highly dynamic development in the past several years and boasts double-digit growth figures. New areas of application emerge almost daily that sustain or even accelerate growth in this area. Areas of application within the field of medical technology or the household sector currently only exist on a small scale, but are expected to gain greater significance in the future.
With its products and solutions, SUSS MicroTec is well positioned to profit from the attractive opportunities for growth in the sensor sector.
Supporting new talent is an important part of our company philosophy. Whether through internships during high school or university, apprenticeships in technology or business, or through close cooperation with universities and research institutes, SUSS MicroTec starts recruiting and supporting potential employees for the Company at an early stage.
| "As a mechatronics engineer trainee, I am | |
|---|---|
| learning how to combine electrical, mechanical, | |
| pneumatic and hydraulic components into one | |
| system. I waited a year for precisely this dream | |
| apprenticeship position at SUSS MicroTec. | |
| That's a decision I don't regret to this day. I get | |
| to apply my enthusiasm for technology in | |
| order to learn and understand how electronics | |
| and mechanics in semiconductor engineering work together." |
|
| $+ +$ | TIMO KAGERER * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ***** ***** +++++++++++++++++++++++++++++++++++++++ ***** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * $+ +$ +++++++++++++++++++++++++++++++++++++++ $+ +$ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ ++++++++++++++++++++++++++++++++++++++ . + + + + + + + + + + + + + + + + + + + . + + + + + + + + + + + + + + + + + + + ++++++++++++++++++++++++++++++++++++++ ***** ++++++++++++++++++++++++++++++++++++++ ***** * * * * * * * * * * * * * * * * * * ***** +++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ++++++++++++++++++++++++++++++++++++++ * * * * * * * * * * * * * * * * * * * * |
TIMO KAGERER ------ is 19 years old, lives in Neufahrn near Freising and completed secondary school in Eching. He is in the second year of his apprenticeship at SUSS MicroTec Lithography GmbH in Garching. Timo originally applied for a mechatronics apprenticeship position in 2014. Unfortunately, all the positions were filled at that time. However, after one year, he was able to start apprenticeship with us as a mechatronics engineer. He passed the year waiting by taking on a part-time job and has now been employed at the Company since September 1, 2015.
Supporting new talent is an important part of our company philosophy. Whether through internships during high school or university, apprenticeships in technology or business, or through close cooperation with universities and research institutes, SUSS MicroTec starts recruiting and supporting potential employees for the Company at an early stage.
project-oriented learning and a close combination of theory and practice. The Company currently employs 30 trainees at both production sites in Germany.
At SUSS MicroTec, trainees can learn various skilled technical and business occupations. The most sought-after apprenticeship position is the mechatronics engineer position. Mechatronics engineers build machines out of mechanical and electronic parts, bring them into operation and provide instructions as to their operation. During the three-and-a-half-year apprenticeship, our trainees learn how to deal with a wide range of technical systems, service and repair machines – and also take part in the development of technical innovations.
A completed apprenticeship is, in the eyes of the German Federal Government, indispensable for German industry. It is the foundation for innovation and growth. In the German apprenticeship model, the individual learns a prospective vocational occupation through equal parts theory and practice. A completed apprenticeship is also a crucial prerequisite for keeping the danger of unemployment – especially long-term unemployment – as low as possible.
In addition to university and college graduates, SUSS MicroTec also considers motivated high school graduates an important target group for new potential employees. SUSS MicroTec is a mid-size company with flat hierarchies and yet with a global focus. It offers trainees the opportunity to learn a solid trade and the possibility of a permanent position upon completion of their training. In the 2016 fiscal year, worldwide 68 people were employed in the administrative sector, 262 in the marketing sector, and 381 in the production and technology sector at SUSS MicroTec.
In this present age where there is a deficit in skilled labor, companies like SUSS MicroTec are in direct competition with major international corporations. Graduates therefore have to decide in which area they'd like to learn their trade. Flat hierarchies, short decision-making routes and a sense of togetherness with a close-knit team of colleagues are certainly points that speak for SUSS MicroTec. The trainees are integrated step by step into their daily work routine and introduced to their new tasks. Depending on the apprenticeship, the trainee is led through the different stations and departments, gathering valuable insight into the organization's structure and how things are run in the Company. In technical apprenticeships, the career path begins in the Company's own training workshop, where the trainee learns how to carefully and properly handle and operate the machines and tools. In addition, the Company tries to connect trainees as early as possible with the internal experts from different areas. Timo Kagerer, for example, accompanied an experienced service employee last year when he visited a customer in Ireland.
In the future, the Company plans to increase its focus on the training and further education of existing employees, as well as focusing on apprentices.
For many investors, the 2016 stock market year was extremely nerve-wracking. During the 2016 fiscal year, there were sustained economic concerns in China, an unusually low oil price, and the surprising 'no' from the British people to the European Union – Brexit. Last but not least, the election of the new US president has also led to repeated severe stock price fluctuations and a high level of volatility in the stock market. In the early months of 2016, the value of the DAX index fell significantly below 9,000 points, but it was able to recover over the course of the year. At the end of the fourth quarter of 2016, the DAX was at 11,481.06 points, 6.87 percent higher than at the beginning of 2016 (opening price on January 4, 2016: 10,743.00 points).
The SUSS MicroTec share performed very well in the first quarter of 2016 and was able to increase from a closing price of EUR 8.35 on the last trading day of 2015 by 6.6 percent to EUR 8.94 as of the end of the first quarter. A reason for this was that SUSS MicroTec had reported record order entry for the fourth quarter of 2015. What also had a positive effect on share performance was the announcement by Deutsche Börse that as of March 21, 2016, SUSS MicroTec would be listed again in TecDAX, the technology index of Deutsche Börse.
In the second quarter, the share price initially continued to perform positively. The good share performance was halted upon publication of the figures for the first quarter of 2016. Despite the positive outlook for the second quarter and the full year of 2016, the share could not escape a noticeable downward trend. At the end of the second quarter, the stock price was EUR 6.77, 18.9 percent below the value at the end of 2015. However, it should be taken into account that the TecDAX benchmark index also fell by approximately 13 percent from the end of 2015.
At the end of the third quarter of 2016, the SUSS MicroTec share was removed from the TecDAX due to the market capitalization. The overall stock price performance was very subdued in the third quarter. At the end of the quarter, the price recovered slightly and the share ended the third quarter at a price of EUR 6.51. The TecDAX was able to recover significantly following a period of weakness in the first half the year, which meant that it hardly changed overall. For the SUSS MicroTec share, the decline in price over the same period was approximately 22 percent.
The fourth quarter of 2016 was very significantly affected by the pending election of the US president. Speculations about a possible electoral victory of Donald Trump as well as its potential economic and political impact on the rest of the world were the object of intense daily discussions. Donald Trump ultimately won the electoral vote with a significant majority over Democrat Hillary Clinton. The results of the election, which became evident quickly, led to extreme turbulence in the stock market on the morning of the election. On the same day, SUSS MicroTec presented figures for the third quarter and held a teleconference. In contrast to many other shares, the share price scarcely reacted and closed the trading day with a slight minus of about one percent. Over the further course of the fourth quarter, the share briefly moved in a downward trajectory, but it was able to depart from this by mid-November and since then it has fluctuated in a certain range above the EUR 6 threshold. The share closed the fiscal year at a price of EUR 6.40, while the TecDAX declined by 1.04% compared with the previous year, ending the year at 1,811.72 points.
The average daily trading volume of SUSS MicroTec shares on the German XETRA and Frankfurt stock exchanges in the 2016 fiscal year amounted to approximately 168 thousand (2015: average daily trading volume of approximately 129 thousand shares).
XETRA closing price of the SUSS MicroTec share on January 4, 2016: € 7.79
SUSS MicroTec AG, indexed
TecDAX, indexed
| 12/30/2016 | 12/30/2015 | Change | |
|---|---|---|---|
| TecDAX (in points) | 1,811.72 | 1,830.74 | -1.04% |
| SUSS MicroTec (in €) | 6.40 | 8.35 | -23.3% |
| Securities identification number | A1K023 |
|---|---|
| ISIN | DE000A1K0235 |
| Reuters symbol | SMHN |
| Bloomberg symbol | SMHN:GR |
| Stock exchange segment | Prime Standard |
| Number of issued shares (as of 12/31/2016) | 19,115,538 |
| Description of securities | Registered shares |
| Designated sponsor as of 12/31/2016 | equinet Bank AG |
| Initial public offering | 5/18/1999 |
| Opening/closing price for the year in € | €7.79/€6.40 |
| Yearly high/low in €1 | €9.90/€5.47 |
1 Xetra closing price
Investor relations encompasses all measures that serve to maintain the relationships of an exchange-traded company with investors. IR activities involve providing the capital markets with timely information about the company and thus ensuring an appropriate valuation for the share on the stock exchange. Capital market participants and thus direct contacts include, for example, private shareholders, fund managers, financial analysts in investment banks, and naturally also the financial press.
During the 2016 stock market year, the Management Board and Investor Relations attended six capital market conferences and completed several road shows. The capital market conferences were held again in Munich, Frankfurt, and Zurich. In addition, numerous individual conversations offered the opportunity for a personal exchange of views with institutional investors and analysts. Conference calls for investors and analysts were also held on the occasion of events such as the publication of quarterly results.
In 2016 there were the following changes in ownership information: Over the course of the year, Baillie Gifford and Internationale KAG (INKA) reported ownership of shares below three percent. New additions are Lupus Alpha with a reported share ownership of 3.2 percent and Universal Investment with a share of 5.09 percent at the end of 2016. During the 2016 fiscal year, Sycomore boosted its position from 3.14 percent to 5.20 percent. Dimensional Holding also increased its share ownership slightly from 2.99 percent to 3.004 percent. Free float as of the end of 2016 continues to amount to 100 percent.
At the end of 2016, a total of eight banks and research firms actively covered the Company. As of December 2016, six out of eight analysts recommended the SUSS MicroTec share as a buy, one rated it as a hold, and one as a neutral. As of the end of the year, there was no sell recommendation. An overview of research reports about the SUSS MicroTec share is available on the internet at
> www.suss.com > Investor Relations.
On June 15, 2016, the ordinary Shareholders' Meeting was held at the Haus der Bayerischen Wirtschaft (House of the Bavarian Economy) in Munich. In total, more than 80 shareholders, shareholder and bank representatives, and guests accepted the Company's invitation to the event in Munich. Thus 29.29 percent of the Company's equity capital was present. In addition to the decision about the discharge of liability for the Management Board and the Supervisory Board, a vote was held on the appointment of an auditor. The shareholders of the Company approved all of the resolution proposals presented by the Management Board and the Supervisory Board at this year's ordinary Shareholders' Meeting. In addition, the Shareholders' Meeting approved the remuneration system for the Management Board.
In his report, the former Chief Executive Officer Dr. Per-Ove Hansson discussed the key developments and results of the 2015 fiscal year and the first quarter of 2016 and confirmed the outlook for the entire 2016 fiscal year. In his speech, he addressed in particular important milestones and product innovations during the 2015 fiscal year as well as the targets announced at the Shareholders' Meeting in 2015 and the degree to which they had been reached as of June 2016.
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 communication 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.
Given the clearly defined goal of not only maintaining the continued existence of the Company, but also achieving a sustainable increase in the Company's enterprise value through responsible and long-term corporate management, corporate governance continues to be of great importance to the Company. The Management Board and Supervisory Board of SUSS MicroTec have renewed their intensive interest in the topic of corporate governance in the 2016 fiscal year. In its entrepreneurial activity, SUSS MicroTec strives to reinforce the confidence that investors, financial markets, business partners, employees, and the public have put in us and to continuously enhance corporate governance within the Group. Further information on this topic can be found on our website at
> www.suss.com > Investor Relations > Corporate Governance.
On January 9, 2017, the Management Board and Supervisory Board of SUSS MicroTec made the following declaration of compliance in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):
SUSS MicroTec AG has complied with the recommendations of the Code in the version from May 5, 2015 since the issuance of the last annual declaration of compliance in January 2016 with the exceptions stated therein. SUSS MicroTec AG will comply with the recommendations of the German Corporate Governance Code in the version from May 5, 2015, with the following enumerated exceptions:
The German Corporate Governance Code recommends in Section 3.8 (3) that upon concluding a directors' and officers' liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec's opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.
In Section 4.2.2 (2)(3) the German Corporate Governance Code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined.
The Supervisory Board of SUSS MicroTec AG is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent.
Under Section 4.2.3 (3) the German Corporate Governance Code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company.
The Supervisory Board of SUSS MicroTec deviates from this recommendation because no set "remuneration level" is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to the Management Board members' pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.
The German Corporate Governance Code in Section 5.3 recommends the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and qualified discussions to take place within the full council of the Board.
According to Section 5.4.1 (2) of the German Corporate Governance Code, the Supervisory Board should set a term limit for membership in the Supervisory Board. The Supervisory Board of SUSS MicroTec AG deviates from this recommendation since setting a membership term limit could jeopardize the Supervisory Board's latitude and expertise. In SUSS MicroTec's opinion, restricting how long an individual may remain in the Supervisory Board does not promote independent and responsible action by the Supervisory Board. On the contrary, given the complex product and corporate structure, a certain length of service in the Supervisory Board should be viewed positively since over time one can gain valuable, Company-specific experience and knowledge that can benefit the Company.
Corporate communications at SUSS MicroTec strives to inform all target groups in an equal and timely manner, while guaranteeing the greatest possible transparency and equal opportunities for all capital market participants. In addition to quarterly, semiannual, and annual reports, the Company uses telephone conversations, conferences, road shows, and the website to inform shareholders, institutional investors, analysts, and other interested parties about developments at the Group. SUSS MicroTec mainly informs its shareholders four times per year about business development and the current net assets, financial position, and results of operations. Along with obligatory publications, which are available for download in both German and English, you may view or download presentations at key events and Management Board interviews in video or audio format free of charge at > www.suss.com > Investor Relations.
We inform the public regularly and in a timely manner of any recurring events, for example the date of the Shareholders' Meeting or the publication dates of interim reports. This information can be found in the financial calendar published in our Annual Report and interim reports as well as on our Company's website.
At the Shareholders' Meeting of SÜSS MicroTec AG, our shareholders can pose their questions about the Company and its business development directly to the Management Board and the Supervisory Board. We always prepare the Shareholders' Meeting with the goal of providing shareholders with all information relevant to them. In addition, the Shareholders' Meeting approves a resolution on the appropriation of earnings, the discharge of liability for the Management Board and the Supervisory Board, and the selection of the auditor.
The convening of the Shareholders' Meeting, along with the pending agenda items and the conditions for participation, is usually announced five to six weeks before the date of the meeting. All documents and information on the Shareholders' Meeting can be downloaded from the Company's website. A paper copy can also be requested from the Investor Relations department. We also try to make it easier for our shareholders to exercise their rights. Shareholders can either exercise their voting right themselves at the Shareholders' Meeting, or have this exercised via a proxy of their choice or a voting rights representative with instructions appointed by the Company. The instructions for exercising voting rights can be issued prior to the Shareholders' Meeting or at the meeting directly on site. We publish attendance figures and the voting results from the Shareholders' Meeting on the internet immediately after the event.
As a German corporation ("AG"), SUSS MicroTec is subject to German stock corporation law and, therefore, has a dual management and control structure, which is exercised by the members of the Management and Supervisory Boards. The Management Board and Supervisory Board cooperate in a goal-oriented and efficient manner, taking into account the interests of our employees and shareholders, in order to promote the sustainable enhancement of the Company's value. The members of the Management Board bear joint responsibility for all management activities. They are responsible for the development of the Company's strategy, coordinating this with the Supervisory Board, and ensuring that it is carried out in a responsible manner.
The Supervisory Board monitors and consults the Management Board with regard to the management of the Company and appoints the members of the Management Board. Significant Management Board decisions – e.g., acquisitions, divestments, and financial transactions – require the approval of the Supervisory Board. The Supervisory Board of SUSS MicroTec is not co-determined and no committees were formed. There is thus nothing to report regarding the composition and working procedures of the committees.
The Management Board and the Supervisory Board always cooperate very closely in the interest of the Company and with the common goal of achieving a sustainable increase in the enterprise value. The Management Board informs the Supervisory Board about business policy and all relevant issues related to planning, business development, risk position, and risk management on a regular, prompt, and comprehensive basis. Deviations in business developments from the established plans and targets are explained and reasons for these are provided.
As stipulated in the German Corporate Governance Code, only one former member of the Management Board, Dr. Stefan Reineck, belongs to the Supervisory Board of SUSS MicroTec AG. In the 2016 reporting year, there were again no consultancy agreements or other service or labor contracts between the members of the Supervisory Board and the Company. No conflicts of interest among Management and Supervisory Board members to be immediately disclosed to the Supervisory Board occurred in the 2016 fiscal year.
The composition of SUSS MicroTec AG's Supervisory Board is designed to ensure that the Company develops positively with regard to sustainable profitability and to ensure the continuous adaptation to rapidly changing requirements through constructive consultation and monitoring of the Management Board on the basis of relevant expertise. Sufficient diversity of expertise among the members will generate a broad spectrum of experience and varying perspectives that can be used to the benefit of the Company.
SUSS MicroTec AG is a technology-oriented Company that is aligned with the global market and that must compete and develop in a very dynamic and technologically demanding environment. This necessitates that members of the Supervisory Board possess the ability to make assessments regarding technology and have relevant knowledge of markets on an international scale. In addition, dynamic changes in the market, technology, and society are gaining in importance, which require additional competencies for digitalization and human resources. Of particular importance in terms of technological expertise is relevant knowledge of the semiconductor and semiconductor-related industry and its equipment suppliers. In order to be able to assess trends and developments in our very dynamic markets with foresight and reliability, international experience and extremely active networks must be represented in the Supervisory Board.
In addition to this key expertise, the Company expects Supervisory Board members and candidates to have broad experience in other areas which complement the optimal composition of the Supervisory Board. Among these areas are in particular knowledge and experience of strategic corporate development, including mergers and acquisitions, the capital markets, capital market communication, the recruitment of executives, modern remuneration models for all levels, and a heightened sensitivity for economic and ecological principles. Consequently, it is the objective of the Supervisory Board to not only attract individuals who are experienced financial experts but also to cover these areas as well. In addition to subject matter expertise, Supervisory Board members should have methodological expertise to handle complex situations and social expertise to cooperate constructively within the body and with the Management Board.
Depending on the Company's current situation, it can make sense to adjust the weighting of individual criteria and to propose corresponding changes to the Supervisory Board at the Shareholders'
Meeting. For this purpose, the Supervisory Board monitors the Company's situation and evaluates the composition of the board at regular intervals.
In view of the size of the Supervisory Board, the Management Board and Supervisory Board do not regard as expedient setting a minimum number of independent Supervisory Board members beyond the legal requirements in order not to excessively restrict future discretion in the selection of Supervisory Board members.
The Supervisory Board of SUSS MicroTec will not set any membership term limit for Supervisory Board members since doing so could harm the Supervisory Board's latitude and expertise. In SUSS MicroTec's opinion, restricting how long an individual may remain in the Supervisory Board does not promote independent and responsible action by the Supervisory Board. On the contrary, given the complex product and corporate structure, a certain length of service in the Supervisory Board should be viewed positively since over time one can gain valuable, Companyspecific experience and knowledge that can benefit the Company.
SUSS MicroTec examines each potential candidate for the Supervisory Board with respect to his or her expertise and availability before a proposal is made to the Shareholders' Meeting. In addition, potential candidates must exercise, or have previously exercised, a function as member of the Management Board, Managing Director, or a similar responsible position in a comparable or larger company, preferably close to our sectors. Alternatively, experts can apply who would bring special knowledge and experience to our Company, provided that such expertise is considered meaningful for the Company's success. However, there is no fixed amount of experience that Supervisory Board members must have. The Company generally distances itself from potential candidates who already hold five or more positions on Supervisory Boards, taking into account recommendations of voting rights representatives.
In the future, women should be accorded greater attention in the selection of Supervisory Board members in order to achieve suitable female participation. In addition, listed companies and/ or companies that are subject to co-determination have been legally obligated since 2015 to set and publish targets for increasing the share of women, including in the Supervisory Board, and to report about the implementation status. In September 2015, the Supervisory Board and Management Board of SUSS MicroTec AG decided to set a target female share in the Supervisory Board of 0 percent. At the time these targets were set, there were no female members of the Supervisory Board of SUSS MicroTec AG. In the view of SUSS MicroTec AG, the qualifications of Supervisory Board candidates are the primary criteria for assuming a Supervisory Board position and therefore for the composition of the Supervisory Board. In proposals for the composition of the Supervisory Board, SUSS MicroTec supports and considers the criteria specified in the GCGC, but it regards meeting a certain quota for female participation as particularly problematic in the semiconductor sector.
The age limit for Supervisory Board members is 71.
Conflicts of interest are avoided in staffing the Supervisory Board by having the candidates make declarations prior to an election stating that they have no conflicts of interest. If potential or actual conflicts arise during an elected term, corresponding rules for the Supervisory Board and Management Board require that they be disclosed and handled appropriately by the full council of the Supervisory Board.
As a result of the "Law for the Equal Participation of Women and Men in Management Positions in the Private and Public Sectors" (Section 76 (4) and Section 111 (5) of the German Stock Corporation Law (AktG)), which went into effect on May 1, 2015, listed companies like SUSS MicroTec were obligated for the first time, inter alia, to set targets for the share of women in both the Supervisory Board and the Management Board and at the next two management levels. In addition, a deadline had to be set for achieving the respective target.
In order to implement the aforementioned obligation, on September 7, 2015, the Supervisory Board of SUSS MicroTec AG decided to set a target of 0 percent for the female share in the Supervisory Board of SUSS MicroTec AG. At the time of the resolution, this represented a continuation of the status quo, meaning that it was not necessary to set a deadline for achieving the aforementioned target.
For the German Group companies, the Management Board of SUSS MicroTec AG decided on September 2, 2015 to set a respective target of 20 percent and an implementation deadline of June 30, 2017 for both the first and second management levels below the Management Board. The target for the first management level means an increase in the female share, which at the time of the resolution was 18 percent. The target for the second management level similarly means an increase, since the female share at the time of the resolution was 14 percent. The implementation deadline satisfies the guidelines for the initial setting of an implementation deadline. As of December 31, 2016, the proportion of women in the first management level increased to 24 percent (previous year: 18 percent), and the second-tier women's share increased to 15 percent (previous year: 14 percent).
Members of the Management and Supervisory Board and their mandates:
• Dr. rer. nat. (Physics), resident of Feldkirchen, Chief Executive Officer (until August 16, 2016) Further appointments: none
• Dr. Ing., resident of Eichenau, Chief Executive Officer (since September 7, 2016)
Further appointments:
• Diplom-Kaufmann (Business Administration), resident of Ratingen, Chief Financial Officer Further appointments: none
• Diplom-Ingenieur (Engineering), resident of Altensteig, Chief Operating Officer
Further appointments: none
• Resident of Metten, Member of the Board of Einhell Germany AG, Landau (Isar), Deputy Chairman of the Supervisory Board of SUSS MicroTec AG
Further appointments: none
• Resident of Au/Bad Feilnbach, Managing Director of GPA Consulting, Au/Bad Feilnbach, Member of the Supervisory Board of SUSS MicroTec AG
Dr. Per-Ove Hansson resigned his position as Member of the Management Board and Chief Executive Officer of SUSS MicroTec AG effective August 16, 2016.
Effective September 7, 2016, Dr. Franz Richter was appointed to the Management Board of SUSS MicroTec AG. In his capacity as Chief Executive Officer, he is responsible for individual product lines as well as the areas of sales and marketing, service, research and development, patents, and Group strategy.
The members of the Management and Supervisory Boards of SUSS MicroTec in office in the 2016 fiscal year owned the following number of shares and subscription rights as of the end of the fiscal year on December 31, 2016:
| Number of shares on 12/31/2016 |
Change from 12/31/2015 |
Number of stock options on 12/31/2016 |
Change from 12/31/2015 |
|
|---|---|---|---|---|
| Supervisory Board | ||||
| Dr. Stefan Reineck | 9,600 | – | 0 | – |
| Jan Teichert | 0 | – | 0 | – |
| Gerhard Pegam | 0 | – | 0 | – |
| Management Board | ||||
| Dr. Franz Richter1) | 60,000 | +60,000 | 0 | – |
| Dr. Per-Ove Hansson2) | 4,000 | +4,000 | 0 | – |
| Michael Knopp | 19,900 | +1,550 | 0 | – |
| Walter Braun | 18,300 | +15,150 | 0 | – |
1) Chief Executive Officer since September 7, 2016
2) Chief Executive Officer until August 16, 2016 (number of shares as of August 16, 2016)
In accordance with Article 19 of the Market Abuse Regulation (MAR), the members of the Management and Supervisory Boards are legally obligated to disclose any dealings in their own account with SUSS MicroTec AG shares or their corresponding financial instruments insofar as the value of the transactions that a member of the Company and persons associated with him/her has carried out within the calendar year amounts to or exceeds EUR 5,000.
All dealings of the Management Board and Supervisory Board are published on the Company's website at > www.suss.com > Investor Relations > Share > Directors' Dealings.
SUSS MicroTec prepares its consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS) as are applied in the European Union for listed companies. The separate financial statements for SUSS MicroTec AG are prepared according to the provisions of the German Commercial Code (HGB).
On June 15, 2016, the Shareholders' Meeting appointed BDO AG Wirtschaftsprüfungsgesellschaft, headquartered in Hamburg, with an office in Munich, as auditors and Group auditors of SUSS MicroTec AG for the 2016 fiscal year. As a result, the annual
financial statements and the consolidated financial statements of SUSS MicroTec AG have been audited by a company of the BDO Group for the fifth time in a row. Aside from auditing activities, BDO AG Wirtschaftsprüfungsgesellschaft did not perform any consulting services for SUSS MicroTec in 2016. The auditor has demonstrated its impartiality to the Supervisory Board in a declaration of impartiality. Furthermore, the auditor agreed to inform the Supervisory Board of all material findings and circumstances that arise while conducting the audit. The lead auditor for the 2016 fiscal year was Mr. Thomas Steiner (Wirtschaftsprüfer – German Public Auditor), who was lead auditor of the financial statements and consolidated financial statements for SUSS MicroTec AG for the third year in a row.
A declaration regarding corporate governance in accordance with Section 289a of the German Commercial Code (HGB) is part of the Management Report and has been made available on the Company's website at > www.suss.com > Investor Relations > Corporate Governance > Corporate Governance Declaration and is also published in full in the condensed Management Report.
We presented the elements of the remuneration system in the Remuneration Report, which is published in the condensed Management Report.
––––––––––––– ––––––––– CONDENSED MANAGEMENT REPORT
of SUSS MicroTec AG for the 2016 fiscal year
| Economic Report –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– | 54 |
|---|---|
| Business Activity, Corporate Control, and Strategic Orientation –––––––––––––––––––––––––––––––––––––––––––––– 54 | |
| Economic Environment –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 57 | |
| SUSS MicroTec in Figures ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 58 | |
| The Holding Company – SUSS MicroTec AG –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 68 | |
| Sustainability –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 70 | |
| Disclosures of Takeover Provisions in Accordance with Section 289 (4) German Commercial Code (HGB) and Section 315 (4) HGB –––––––––––––––––––––––––––––––––––––––––––––––––––– |
74 |
| Corporate Governance Declaration in Accordance with Section 289 a HGB –––––––––––––––––––––– | 76 |
| Remuneration Report –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– | 80 |
| Remuneration of the Management Board ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 80 | |
| Remuneration of the Supervisory Board ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 85 | |
| Opportunities and Risks for the Future Development of the SUSS MicroTec Group ––––––––––––––– | 86 |
| Forecast Report ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– | 97 |
| Industry-specific Conditions –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 97 | |
| Expected Development in the Major Markets –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 98 | |
| Endogenous Indicators ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 99 | |
| Statement on the Projected Development of the Group – Outlook for 2017 –––––––––––––––––––––––––––––––––– 100 | |
| Forward-Looking Statements ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 101 |
The SUSS MicroTec Group develops, manufactures, and markets equipment for the production of microelectronics and microelectromechanical systems. As a supplier of system solutions for semiconductor technology, the Group operates as a high-performance partner of the semiconductor industry for the laboratory and production areas. Special markets with strong growth form the main areas of activity and promote the innovative development of technologies with long-term potential for success in future-oriented markets and applications. The main focus here is on the microchip architecture and connection technology for applications in chip manufacture, telecommunications, and optical data transfer. Larger process lines are typically comprised of several individual tools, where the Group creates and utilizes networks with internal and external partners in order to establish competitive advantages.
As of December 31, 2016, the Group is comprised of four divisions, with the Others division composed of several smaller sub-units each managed separately.
The legal structure of the Group consists of the proprietary company, SUSS MicroTec AG, as the management and financial holding company, as well as the subsidiaries holding a majority of the proprietary company. The development and production activities as well as the local sales and service activities for the Group are each organized within the subsidiaries. The Group has locations in Germany, the United States, the United Kingdom, France, Switzerland, Japan, China, Singapore, Korea, and Taiwan.
The Management Board receives both a monthly fixed salary and variable remuneration for its activities. The latter is paid when individually determined targets are reached. The fixed pay includes fringe benefits in the form of a company car with the option of private use and allowances for health insurance as well as for an optional retirement insurance. The amount of the fixed pay is first and foremost determined by the roles and responsibilities assigned. Moreover, pension commitments have been made to individual members of the Management Board in the form of direct insurance. Variable remuneration includes short-term and long-term components. More information about this can be found in the Remuneration Report.
––––––––––––– 55
The remuneration of the Supervisory Board is set out in Section 19 of the articles of incorporation of SUSS MicroTec AG. In accordance with Section 19 of the articles of incorporation, the members of the Supervisory Board receive the following remuneration: in addition to the reimbursement of expenses and meeting attendance compensation of € 2,000 per meeting, every member of the Supervisory Board receives a fixed remuneration geared toward his/her responsibilities and the extent of the member's activities. According to this, the Chairman of the Supervisory Board receives € 60,000, the Deputy Chairman receives € 50,000, and a regular member of the Supervisory Board receives € 45,000 per fiscal year as fixed compensation.
SUSS MicroTec pursues the strategy of occupying lucrative niche markets in the industry of semiconductor suppliers. The goal is to operate in the relevant markets by way of its clear positioning among the top three suppliers at all times. Partnerships with leading institutes and companies within the industry should ensure that significant trends and promising technologies are always identified early on and that the potential for SUSS MicroTec is examined. Organic growth is at the center of focus. External growth is also considered in the case of interesting technologies and appropriate complementary products.
Corporate control is geared particularly toward the order entry, sales, and order backlog of the individual divisions. The performance of the divisions is, thus, measured above all by observing the development of the gross profit margin (sales less manufacturing costs) as well as the division earnings. The presentation of the division earnings now also includes income and expenses from foreign currency translation and asset disposals. Altogether, the division earnings are in line with the Group's operating income (EBIT). Another key control figure is the net cash (cash plus interest-bearing securities less financial debt). This represents a significant key control figure for the holding company's financing function. The following table shows the development of key figures since 2010.
NET CASH in € million
34.6
42.0
32.3