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 with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated February 7, 2017 since publication with the exceptions stated in the declaration dated December 5, 2019.
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 December 16, 2019 since publication with the following exceptions:
- Recommendation A.2: The Code recommends giving employees the opportunity to report, in a protected manner, suspected violations of the law within the company. The employees of PSI Software AG can submit information or complaints regarding legal violations to the Compliance Committee. These are treated confidentially. This approach is appropriate and aligned with the risk situation of the company. However, insofar as the Code recommends the possibility of a protected, anonymous reporting system for employees, the recommendation is deviated from in this respect.
- 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.1: The Rules of Procedure of the Supervisory Board are currently being revised in a number of points. It is intended that they will subsequently – probably in the course of the coming spring – be made available on the Company's website.
- Recommendation D.5: 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.
- Recommendations G.1, G.2, G.3, G.6, G.10 and G.11: The current system of Executive Board remuneration was drawn up before the German Corporate Governance Code 2020, came into force and was approved by the Annual General Meeting on May 16, 2019. It therefore does not yet take into account the amended recommendations of the GCGC 2020. In particular, it defines the fixed compensation and the financial and non-financial performance criteria for granting the short-term and long-term variable compensation, but not the target total compensation and the maximum compensation. The Supervisory Board does not disclose the group of other companies used for the peer group comparison to date. In 2019, short-term variable compensation exceeded long-term variable compensation. The variable compensation components are granted entirely in cash; a stock option program was dispensed with for reasons of simplification. The variable compensation may be cancelled in full in the event of significant missed targets, but there is no provision for claw-back of amounts already paid out. The Personnel Committee and the Supervisory Board are currently reviewing the current remuneration system for the members of the Board of Directors to determine whether any adjustments are required and will then present an amended version for approval at the Annual General Meeting of PSI Software AG in 2021.
Board of Directors and Supervisory Board
Berlin, December 18, 2020