Declaration of Conformity

Declaration of Conformity 2016 to the German Corporate Governance Code

The last declaration of conformity was published in January 2015 on the basis of the German Corporate Governance Code (the “Code”) amended as of June 24, 2014. Except for the following deviations the SINGULUS TECHNOLOGIES AG (the Company) adhered and adheres to the Code effective at the relevant times:

  1. As long as the Supervisory Board is comprised of three members, there were and will not be committees (cf. No. 5.3.1, 5.3.2 and 5.3.3 of the Code), since a proper fulfillment of the tasks of the Supervisory Board can only be achieved in a plenary meeting of the three-person Supervisory Board. In this case committees will neither provide enhancements in efficiency nor an improved handling of complex subject matters nor a more efficient or improved fulfillment of the duties of the Supervisory Board with respect to issues regarding accounting principles, risk management or auditing can be expected from such committees. In addition, corporate law provides that decision-making Supervisory Board committees have to have at least three Supervisory Board members. For this reason a delegation of tasks is not reasonable either.

  2. The Supervisory Board had not determined a mandatory quota for the appropriate participation of women in the Supervisory Board so far (cf. Art. 5.4.1 Para. 2 of the Code as of June 24, 2014). As per resolution as of September 29, 2015 the Supervisory Board set a target for the share of female members of the Supervisory Board to 33% until June 30, 2017 (one female member within a three-member Supervisory Board) and therefore adheres to Art. 5.4.1 Para. 2 of the Code as of May 5, 2015.

  3. The Supervisory Board does not set a statutory limit for the time of membership of the Supervisory Board (cf. Art. 5.4.1 Para. 2 of the Code as of May 5, 2015). The Supervisory Board does not deem a limit to be reasonable. The members of the Supervisory Board should exclusively be appointed based on expertise and qualification. The members are to advise and monitor the Executive Board in a competent and efficient manner. The company shall also have at its disposal the expertise of experienced and reliable members of the Supervisory Board. A statutory limit for the time of membership would unduly restrict the flexibility with respect to appointments and the number of potential candidates.

Except for the aforementioned deviations the SINGULUS TECHNOLOGIES AG adheres to the recommendation of the German Corporate Governance Code as amended as of May 5, 2015 and will adhere to them in the future as well.

Kahl am Main, January 2016

Dr.-Ing. Wolfhard Leichnitz
Chairman of the Supervisory Board

Christine Kreidl
Deputy Chairwoman of the Supervisory Board

Dr. rer. nat. Rolf Blessing
Member of the Supervisory Board

Dr.-Ing. Stefan Rinck
Chief Executive Officer

Dipl.-Oec. Markus Ehret
Board Member Responsible for Finance, Controlling, Human Resources and IT, CFO

OK

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