euromicron AG
The Executive Board and Supervisory Board of listed stock corporations are obligated under Section 161 of the German Stock Corporation Law to declare once a year that their company has complied and will continue to comply with the recommendations of the government commission on the German Corporate Governance Code or which recommendations it has not applied or will not apply. In the latter case, reasons must be given why the company did not and will not comply with the recommendation in question.
The Executive Board and Supervisory Board of euromicron AG issued the last declaration on conformance in accordance with Section 161 AktG (German Stock Corporation Law) on December 8, 2018.
For the period from 9 December 2018, the following declaration relates to the recommendations of the Code in its version dated February 7, 2017, as published on April 24, 2017, in the electronic Federal Official Gazette (“DCGK”).
This having been stated, the Executive Board and the Supervisory Board of euromicron AG declare in accordance with Section 161 of the German Stock Corporation Law:
euromicron AG complied and will comply with the recommendations of the government commission on the German Corporate Governance Code, with the following exceptions:
1. Individualized presentation of the compensation for Executive Board members (Section 4.2.5 (3) and (4) DCGK)
In accordance with the recommendation in Section 4.2.5 (3) and (4) DCGK, the compensation for Executive Board members is to be disclosed in individualized form using model tables as in the Code’s appendix. The company currently deviates from Section 4.2.5 (3) and (4) of the Code and will continue to do so in future.
Reason:
The compensation for Executive Board members is disclosed in compliance with statutory provisions. The company does not provide any further disclosures on or breakdowns of the compensation using the model tables due the work involved in this change and the extra administrative overhead.
2. Drafting of contracts with Executive Board members, severance pay cap (Section 4.2.3 (4) DCGK)
Pursuant to the recommendation in Section 4.2.3 (4) DCGK, in concluding contracts with Executive Board members, care shall be taken to ensure that severance payments made to an Executive Board member on premature termination of his/her contract do not exceed his/her compensation for the remaining term of the employment contract and at most the value of two years’ compensation (severance pay cap). The company currently deviates from Section 4.2.3 (4) of the Code and will continue to do so in future for the term of the current contracts with Executive Board members.
Reason:
In the view of euromicron AG, the deviation from the recommendation in Section 4.2.3 (4) DCGK is in the company’s interests. In the absence of an important reason, a contract with an Executive Board member can only be terminated prematurely by being rescinded through mutual consent. Consequently, negotiations on the level of the severance pay when an Executive Board member departs would not be ruled out by a severance pay cap. Moreover, the leeway in negotiations on the departure of an Executive Board member would also be constricted if a several payment cap were agreed, which may be disadvantageous in particular if there is not clarity as to whether there is an important reason for the member being removed.
3. Formation of Supervisory Board committees (Section 5.3.1 to 5.3.3 DCGK)
The Supervisory Board of euromicron AG has not formed any committees in the past and will also not do so in future, meaning euromicron AG deviates from the recommendations in Sections 5.3.1 to 5.3.3 of the German Corporate Governance Code.
Reason:
In compliance with the Articles of Association, the Supervisory Board of euromicron AG consists of just three members. The formation of committees would not make the work of the three-member Supervisory Board easier, since the committees which adopt decisions would also have to have at least three members of the Supervisory Board on them.
4. Accounting (Section 7.1.2, Sentence 4 DCGK)
Contrary to the recommendation in Section 7.1.2 sentence 4 DCGK, the consolidated financial statements for the financial year 2018 will not be made public within 90 days after the end of the financial year.
Reason:
In principle, the company complies with the recommendation to publish the consolidated financial statements and the group management report within 90 days of the end of the financial year (Section 7.1.2 sentence 4 DCGK). Due to the scheduled implementation of personnel and structural measures in the "intelligent building technology" segment in the fourth quarter of 2018, however, since the beginning of the year 2019 considerable additional time and effort has been required to prepare the financial statements of the euromicron Group. For that reason, euromicron AG will only submit the consolidated financial statements for the 2018 financial year on April 11, 2019, and thus not within the deadline set by the Code. For future consolidated financial statements and management reports, the company will comply with the Code recommendation in Section 7.1.2 sentence 4 DCGK again.
Frankfurt/Main, March 28, 2019
for the Supervisory Board:
Evelyne Freitag
(Chairwoman of the Supervisory Board)
Klaus Peter Frohmüller
(Member of the Supervisory Board)
Dr. Martina H. Sanfleber
(Member of the Supervisory Board)
for the Executive Board:
Bettina Meyer
(Spokeswoman of the Executive Board)
Dr. Frank Schmitt
(Member of the Executive Board)
Jörn Trierweiler
(Member of the Executive Board)
