Diversity Concept for Executive Board and Supervisory Board; Objectives for the Composition of the Supervisory Board and Ctatus of Implementation

Executive Board
 

As required by the GCGC 2022, AIXTRON has addressed the issue of objectives with regard to an appropriate level of diversity in the Company’s management (recommendations B.1 and C.1).

Bei Vorschlägen für die Bestellung von Mitgliedern des Vorstands durch den Nominierungsausschuss, achtet der Aufsichtsrat auf deren persönliche und fachliche Eignung, internationale Erfahrung und Führungsqualität, die für die Mitglieder des Vorstands festgelegte Altersgrenze und auf Diversität auch in Bezug auf Aspekte wie Alter, Geschlecht sowie Bildungs- und Berufshintergrund. Der Vorstand sollte aus Mitgliedern bestehen, die unterschiedliche, sich gegenseitig ergänzende Kompetenzprofile als auch eine hinreichende Altersmischung aufweisen und über unterschiedliche Persönlichkeiten verfügen.

In addition to the above-mentioned qualities, members of the Executive Board should, as far as possible, have different knowledge and experience as well as educational and professional backgrounds, both individually and in their entirety as a team. In view of the Company's international orientation, experience abroad is an advantage. In its search for suitable candidates to fill vacant positions on the Executive Board, the Supervisory Board took account of the diversity concept and, as part of this, also considered female candidates.

 

Supervisory Board
 

The Supervisory Board has set the target for the proportion of women on the Supervisory Board at 33% by December 31, 2025. With Prof. Dr. Petra Denk and Prof. Dr. Anna Weber, two of the six members of the Supervisory Board are currently women, corresponding to a proportion of around 33%.

The targets for the composition of the Supervisory Board are shown in detail below:

• When proposing candidates for election to the Supervisory Board, the Nomination Committee ensures that the Supervisory Board always includes members who, individually and collectively as a team, have the knowledge, skills and professional experience required to properly perform their duties. Furthermore, the members should be independent. In this way, the Nomination Committee contributes to increasing the efficiency and transparency of the selection process. As a general rule, Supervisory Board members should be elected for the longest period of time permitted by the statutes.
• AIXTRON is strongly export-oriented. Experience in AIXTRON’s specific electronics and semiconductor markets is therefore a great advantage.
• As a general rule, an age limit of 70 should be appropriate for Supervisory Board members upon retirement. New Supervisory Board members should be available to the Company for at least two election periods.
• It is desirable that the individual members of the Supervisory Board have the most diverse education, qualifications, expertise and international experience possible in order to have the knowledge, skills and professional experience necessary to properly perform their duties. Company- and product-oriented coverage with an understanding of the business model, the industry-specific features and the processes in the various areas of business administration, accounting, auditing, corporate development, capital markets, technology, special equipment manufacturing, markets/sales, semiconductor market etc. are advantageous.
• It is in the best interests of the Company to utilize the potential of well-trained and motivated employees of different nationalities and genders. The Supervisory Board considers appropriate participation of women on the Supervisory Board to be very important. This is reflected in the current proportion of women on the Supervisory Board of around 33%.
• In its opinion, the Supervisory Board should have a sufficient number of independent members, whereby a member of the Supervisory Board shall not be considered independent in particular if he or she has a business or personal relationship with the Company, its executive bodies, a controlling shareholder, or a company affiliated with the latter that could give rise to a material and not merely temporary conflict of interest.
• More than half of the Supervisory Board shall consist of independent members.
• No more than two former members of the Executive Board shall be members of the Supervisory Board.
• The members of the Supervisory Board shall not exercise any executive or advisory functions at major competitors of the Company.
• At least one member of the Supervisory Board must have expertise in the field of accounting and at least one other member of the Supervisory Board must have expertise in the field of auditing. These two members shall then also be members of the Audit Committee.
• Due to the increased demands on the professionalization of the Supervisory Board’s members and in order to simultaneously ensure the greatest possible efficiency of the Supervisory Board’s activities as in previous years, new Supervisory Board members shall not hold more than five mandates in other listed companies or other companies if they have comparable requirements, whereby a supervisory board chairmanship counts double.

In addition to the objectives set for its composition, the Supervisory Board has also drawn up a skills profile for the Supervisory Board as a whole. In view of AIXTRON’s business activities and the markets addressed by the Company, the Supervisory Board shall have expertise in the areas of technology, finance/accounting, capital markets, strategy and corporate governance, and in ecological sustainability topics of relevance to AIXTRON SE. Furthermore, a grown network of contacts and many years of experience in the respective disciplines are advantageous.

The requirement for diversity within the Supervisory Board (recommendation C.1 sentence 2 GCGC 2022) is taken into account, among other things, as a result of the diverse skills of the individual Supervisory Board members (with regard to areas such as finance, capital markets, M&A, and technology and markets).

The Executive Board and the Supervisory Board of AIXTRON SE are convinced that the composition of the Supervisory Board fully complies with its own objectives and skills profile as well as with the requirement of the current GCGC for appropriate diversity and an appropriate number of independent Supervisory Board members.

In the following qualification matrix (recommendation C.1 GCGC 2022), the Supervisory Board presents a clear overview of the implementation status of the desired skills profile for the Supervisory Board as a whole:

1)  In accordance with the German Corporate Governance Code
2) Criterion met (+), based on self-assessment by Supervisory Board member
3)  Experience as Executive Board member of capital market-oriented companies of similar complexity or comparable experience

Due to her many years of experience as an auditor, as well as a member of the Supervisory Board of another listed company – also serving as the Chairwoman of its Audit Committee – and her professorship for general business administration focusing on external accounting, the Chairwoman of the Audit Committee of AIXTRON SE, Prof. Dr. Anna Weber, is deemed to have expertise in the field of accounting and auditing. Moreover, the Chairman of the Supervisory Board, Mr. Kim Schindelhauer (member of the Audit Committee), is deemed to have expertise in the field of accounting. He served as Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer of AIXTRON for many years and held various management positions in the financial divisions of other international groups (recommendation D.3 GCGC 2022).

 

Information on the Remuneration of the Executive Board and Supervisory Board and on the Remuneration System of the Executive Board
 

Detailed information on the structure and amount of remuneration paid to the individual Executive Board members and on the remuneration of the members of the Supervisory Board as well as an exact list of the outstanding Executive Board stock options can be found in the Company’s Remuneration Report.

The remuneration system pursuant to Section 87a para. 1  and para. 2, sentence 1 AktG approved by the 2020 Annual General Meeting pursuant to Section 113 para. 3 AktG with an approval rate of 90.3% is publicly available on the Company's website under Executive Board Remuneration Policy. In accordance with Section 113 para. 3 AktG, the Annual General Meeting 2021 confirmed the remuneration of the Supervisory Board; this resolution is also available on the Company's website under Voting Results AGM 2021. A Remuneration Report prepared in accordance with Section 162 AktG for the past fiscal year, together with an auditor’s report in accordance with Section 162 AktG, is also available on the Company’s website under Executive Board Remuneration Report.

 

Shareholders and Annual General Meeting
 

In fiscal year 2022, the Annual General Meeting was once again held in completely virtual form on May 25, 2022 due to the COVID-19 pandemic and the associated contact restrictions. The invitation to the Annual General Meeting was published in due time in the German Federal Gazette (“Bundesanzeiger”) in accordance with the statutory requirements and contained, among other things, the agenda with the proposed resolutions of the administration or the Supervisory Board as well as the conditions for attending the Annual General Meeting and exercising voting rights. All reports and documents required by law were available on the AIXTRON website, in the Annual General Meeting section, from the time the Annual General Meeting was convened. Immediately after the Annual General Meeting, AIXTRON published the attendance and voting results on its website.

Ten out of eleven agenda items were put to the vote. All resolutions were passed with clear majorities, with almost 64% of AIXTRON's share capital being represented at the Annual General Meeting at the time of voting.
 

Transparency
 

To ensure maximum transparency, AIXTRON regularly and promptly informs interested parties such as customers, suppliers, shareholders, shareholder associations, potential investors, financial analysts, and the media of the Group’s business developments. The internet is the primary communication channel used for this purpose.

Reports on the business situation and financial results of AIXTRON SE and the AIXTRON Group are made available in German and/or English, in the form of:

• The Annual Report with the Consolidated Financial Statements, the Combined Management Report and the Supervisory Board Report.
• The Financial Statements of AIXTRON SE, with the Combined Management Report.
• The Group Non-Financial Report (Sustainability Report).
• The Interim Financial Reports.
• Quarterly conference calls for the press and analysts with their respective transcripts.
• Company presentations.
• Publication of insider information, corporate and press releases.

The date of the Annual General Meeting or the publication dates of the financial reports are listed in the Company’s Financial Calendar on the AIXTRON website. This calendar, as well as the reports, speech manuscripts, presentations, webcasts, and announcements listed above, can be freely viewed on the AIXTRON website. 

Accounting and Audit of the Annual Financial Statements

The quarterly reports as of March 31, June 30, September 30, and the consolidated financial statements as of December 31, 2022 were prepared in accordance with International Financial Reporting Standards (IFRS). The Separate Financial Statements of AIXTRON SE for fiscal year 2022 and the Combined Management Report were prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). 

The Consolidated Financial Statements and the Separate Financial Statements of AIXTRON SE were audited by the auditor and approved and adopted by the Supervisory Board. It was agreed with the auditor that the Chairman of the Supervisory Board or the Chairwoman of the Audit Committee would be informed immediately of any reasons for exclusion or exemption or any inaccuracies in the Declaration of Conformity that arise during the audit. No such duties to inform were triggered in the year under review.