Declaration of Compliance of PSI Software AG with the German Corporate Governance Code under Article 161 of the German Stock Corporation Act (Aktiengesetz – AktG) of December 5, 2017.
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 complies with the recommendations of the government commission for the German Corporate Governance Code in its version of February 7, 2017, with the following exceptions:
- Item 4.1.3: The Code recommends giving employees the opportunity to report, in a protected manner, suspected breaches of the law within the Company. The employees of PSI Software AG may contact the Compliance Committee at any time regarding information or complaints in relation to breaches of the law. Such information will be treated as confidential. This approach is appropriate and reflecting the company's risk situation. However, insofar as the Code recommends the opportunity of a protected, anonymous reporting system for employees and third parties, the Company declares that it deviates from the Code in this respect.
- Item 4.2.5: PSI Software 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 5, 2019