Declaration of Compliance of PSI AG with the German Corporate Governance Code under Article 161 of the German Stock Corporation Act (Aktiengesetz – AktG) of December 6, 2016.
The Board of Directors and Supervisory Board of PSI Aktiengesellschaft für Produkte und Systeme der Informationstechnologie declare pursuant to Article 161 of the German Stock Corporation Act.
PSI AG complies with the recommendations of the government commission for the German Corporate Governance Code in its version of May 5, 2015, with the following exceptions:
- Item 4.2.5: PSI AG will not comply with the recommendation to use specified model tables, due to uncertainties with respect to their interpretation and doubts as to whether the supplementary use of model tables would be instrumental in making the Compensation Report transparent and generally understandable in accordance with generally applicable financial reporting requirements.
- Item 5.3.3: The Supervisory Board has not formed a Nomination Committee, as all four shareholders’ representatives on the Supervisory Board are involved in nominating candidates for voting at the Annual General Meeting.
- Item 5.4.1: No time limit has been set for membership of the Supervisory Board, since the Company is fundamentally dependent on the expertise of experienced Supervisory Board members being available. In the view of the Supervisory Board, it does not make sense to set a time limit on the term of office from the outset, especially since the respective term of office for supervisory boards set out in the company articles of association gives a clear timeframe for appointments.
- Item 5.4.3: Supervisory Board appointments may be conducted on the basis of nominee lists, as permitted by applicable law. This allows for the bundling of nominees for voting purposes.
- Item 7.1.2: The Supervisory Board or a Board-appointed audit committee does not discuss the half-year or quarterly reports with the Board of Directors prior to their release. This is not necessary, as the Supervisory Board receives a monthly report and is regularly informed on the future quarterly developments in the Supervisory Board meetings.
Board of Directors and Supervisory Board
Berlin, December 6, 2016