Declaration of PSI Software SE in accordance with Article 161 of the German Stock Corporation Act (Aktiengesetz - AktG)
The Executive Board and Supervisory Board of PSI Software SE declare pursuant to Article 161 of the German Stock Corporation Act:
PSI Software SE 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 March 20, 2023, 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 Executive Board 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.3: The Supervisory Board has appointed Mr. Robert Klaffus, who will take up his position on the Executive Board in the second half of 2023 and assume the position of Chief Executive Officer, as a member of the Executive Board for a period of five years in deviation from this recommendation. With this step, the Supervisory Board is initiating the generation change on the Executive Board and supporting PSI's further growth. In this context, the initial appointment of Mr. Klaffus for a period of five years creates the necessary planning reliability and stability for the company. It is intended to follow recommendation B.3 again in the future.
- 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.
- Recommendation G.13: A severance payment was agreed with Dr. Schrimpf in connection with his departure from the Executive Board on June 30, 2023, which compensates for the three-year remaining term of his employment contract. This step enables the generational change on the PSI Executive Board, which in turn supports further growth. The necessary agreement could only be reached on these terms. It is intended to follow recommendation G.13 again in the future.
Board of Directors and Supervisory Board
Berlin, July 5, 2023