Declaration of PSI Software AG in accordance with Article 161 of the German Stock Corporation Act (Aktiengesetz - AktG)
The Board of Directors and Supervisory Board of PSI Software AG declare pursuant to Article 161 of the German Stock Corporation Act:
PSI Software AG has complied and continues to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022, since the last declaration of compliance dated December 20, 2022, with the following exceptions:
- Recommendation A.5: The management report for the financial year 2021 was published before the German Corporate Governance Code 2022 came into force. Therefore, the new recommendation A.5 on the description of the main features of the internal control system and the risk management system has not yet been taken into account. The Board of Directors had originally planned to add the recommended disclosures to the management report for the 2022 financial year. Due to ongoing adjustments and enhancements to the internal control system and the risk management system, the implementation of recommendation A.5 is now planned for the management report for the 2023 financial year.
- Recommendation B.5: To date, no age limit has been set for members of the Board of Directors and stated in the corporate governance declaration.
- Recommendation D.4: 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.
- Recommendation G.3: The Supervisory Board considered the customary nature of the compensation in light of the external comparative environment, but the composition of the group of other companies used for the peer group comparison was not disclosed.
- Recommendation G.10: The variable compensation components are granted entirely in cash; a stock option program was dispensed with for reasons of simplification.
Board of Directors and Supervisory Board
Berlin, March 20, 2023