CORPORATE GOVERNANCE REPORT
of the SINGULUS TECHNOLOGIES AG and Corporate Governance Declaration pursuant to Art. 289f HGB
The SINGULUS TECHNOLOGIES AG highly values proper and responsible corporate governance within the context of the guidelines of corporate governance.
For the Executive and Supervisory Boards this means leadership and management of the company aligned for the long-term success. Corporate governance aims to safeguard a targeted and efficient cooperation between Executive Board and Supervisory Board, the respect for the interests of our shareholders and employees, the suitable handling of risks and transparency as well as a responsibility for all corporate decisions. The Executive and Supervisory Boards regard corporate governance as a process integrated into the company’s development, which is constantly progressed.
The Executive Board and the Supervisory Board of the SINGULUS TECHNOLOGIES AG deliver the corporate governance report, which is to be submitted pursuant to Art. 3.10 of the German Corporate Governance Code in its currently effective version as of February 7, 2017 (Code), and the declaration of corporate governance pursuant to Art. 289f German Commercial Code (HGB) in unison with Art. 3.10 of the code in the following.
1. Declaration of Conformity 2019 to the German Corporate Governance Code
The last declaration of conformity was published in November 2018 on the basis of the German Corporate Governance Code (the “Code”) amended as of February 7, 2017. Since submitting this declaration the SINGULUS TECHNOLOGIES AG (the “Company”) adhered and adheres to the recommendations of the Code in this version subject to the following exceptions:
1. As long as the Supervisory Board is comprised of three members, there were and will not be committees (cf. Art. 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 threeperson 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 consist of at least three Supervisory Board members. For this reason a delegation of tasks is not reasonable, either.
2. The Supervisory Board does not set a statutory limit for the time of membership to the Supervisory Board (cf. Art. 5.4.1 Para. 2 of the Code). 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 February 7, 2017 and will adhere to them in the future as well.
Kahl am Main, March 2019
Dr.-Ing. Wolfhard Leichnitz
Chairman of the Supervisory Board
Deputy Chairwoman of the Supervisory Board
Dr. rer. nat. Rolf Blessing
Member of the Supervisory Board
Dr.-Ing. Stefan Rinck
Chief Executive Officer, CEO
Dipl.-Oec. Markus Ehret
Chief Financial Officer, CFO
2. Relevant information with regards to corporate governance
The SINGULUS TECHNOLOGIES AG as a German corporation is subject to German Corporate Law and is thus comprised of a two-tiered management and monitoring structure consisting of Executive Board and Supervisory Board. The Executive Board manages the company and is responsible for the company's strategy, accounting, finances and development. It is advised and monitored by the Supervisory Board.
On the basis of the reports by the Executive Board the Supervisory Board discusses the business trends and planning, the corporate strategy and its implementation. Significant decisions by the Executive Board such as major acquisitions and financing measures are subject to the Supervisory Board’s approval according to the bylaws for the Executive Board. It issues the audit mandate for the auditor elected at the Annual General Meeting and is informed about the audit. After its own review the Supervisory Board adopts the annual reports and the consolidated financial statements.
The Executive Board currently consists of two members, the Supervisory Board of three members. The SINGULUS TECHNOLOGIES AG is not subject to the Co-Determination Act. Due to the company’s size and to ensure efficient work, both boards currently only meet the legally required minimum in terms of members.
SINGULUS TECHNOLOGIES AG considers efficient and forward-looking risk management as an important and value-adding task. Risk management is one of the core functions of entrepreneurial endeavors and is a material element for the success of our business activities.
Specifically, risk management supports achieving the company’s goals by creating transparency about the risk situation of the company as the basis for risk-aware decisions, the identification of potential threats to the assets, financial and earnings situation of the company as well as prioritizing risks and the respective requirements to act. In addition, risk management safeguards the explicit management of risks by respective measures and their monitoring. Furthermore, the risks should be limited to an acceptable level as well as the costs of risks optimized.
The risk management organization is integrated into the existing organization of the SINGULUS TECHNOLOGIES AG. It is not an independent structure. The respective heads of the departments, supported by the risk manager and the Chief Financial Officer, are responsible for the risk management organization at the SINGULUS TECHNOLOGIES AG. The Chief Financial Officer coordinates all activities in connection with the risk management of the SINGULUS TECHNOLOGIES AG with the Chief Executive Officer.
The detailed risk management report is publicly available on the website of the SINGULUS TECHNOLOGIES AG under www.singulus.de/de/investor-relations/corporate-governance.
Integrity characterizes the interaction of the SINGULUS TECHNOLOGIES AG with its business partners, employees, shareholders and the public. Respectful, loyal and fair interaction within the company and with our business partners goes without saying for the SINGULUS TECHNOLOGIES AG. The fundamental statement is the basis for the self-imposed ethics code of the SINGULUS TECHNOLOGIES AG. It includes binding internal rules, which are subject to high ethical and legal standards. In this context, the Ethics Code focuses on integrity in the conduct with business partners, employees, shareholders and the public and describes the company-wide applied management practices. The Ethics Code was adopted by the Executive and Supervisory Boards in spring 2015 and since then has been implemented group-wide in several steps. The content is disseminated to various groups of employees in regular internals in the course of partially electronic training programs.
The goal of the Ethics Code is to inform the employees of the SINGULUS TECHNOLOGIES Group about the key compliance issues (competition regulations, corruption, handling of conflicts of interest, money laundering, embargo and trade restriction rules, data security, media and public affairs, workplace safety). This Ethics Code is supported by action guidelines to the Ethics Code, which amongst others includes rules regarding the granting and acceptance of gifts, and action guidelines for whistle-blowers, which governs specifics with regards to reporting of misdemeanor and illegal, immoral or inappropriate activities within the SINGULUS TECHNOLOGIES Group.
The complete ethics code is publicly available on the website of the SINGULUS TECHNOLOGIES AG under www.singulus.de/de/investor-relations/corporate-governance.
For the Executive Board and the Supervisory Board of the SINGULUS TECHNOLOGIES AG, the adherence to extensive compliance is an essential prerequisite for a sustainable economic success. As part of the risk management, compliance risk matters are analyzed and managed. In this connection there are quarterly reports to the Chief Financial Offices and annually to the Supervisory Board. In addition, extraordinary events and matters are directly reported to the Chief Financial Officer.
In case of actual or assumed compliance breaches, employees can – if wanted, also anonymously - contact their superiors, the Compliance officer or the SINGULUS TECHNOLOGIES ombudsperson.
3. Composition and work processes of Executive and Supervisory Boards
Close cooperation of Executive and Supervisory Boards
Executive and Supervisory Boards work closely together for the benefit of the company. The Executive Board reports regularly, timely and in detail to the Supervisory Board about the relevant issues of corporate planning, the strategic development, the course of business activities and the overall situation of the Group.
The basis of the information and monitoring activities of the Supervisory Board is the detailed monthly reporting. Additional, written and oral reports of the Executive Board, by other employees, the auditors as well as by external consultants supplement the reporting. Furthermore, the Chairman of the Supervisory Board regularly discusses the situation and the future development of the company during individual talks with the Executive Board and subsequently informs the other members of the Supervisory Board about these discussions. The reports are reviewed and discussed within the Supervisory Board and also jointly with the Executive Board. According to the bylaws of the Executive Board, significant business decisions are subject to the approval by the Supervisory Board. Overall, there were eight Supervisory Board meetings in the business year 2018, of which five were meetings in present.
Members and work of the Executive Board
The Executive Board of the SINGULUS TECHNOLOGIES AG is currently comprised of two members. It is the management body of the company. In managing the company the Executive Board is solely obligated to the interests of the company and follows the goal of a sustainable increase in the enterprise value as well as the interests of the shareholders and of the employees.
The current members of the Executive Board are Dr.-Ing. Stefan Rinck and Mr. Markus Ehret. Since April 1, 2010 Dr.-Ing. Stefan Rinck is the Chief Executive Officer, Mr. Markus Ehret is member of the Executive Board of the SINGULUS TECHNOLOGIES AG since April 19, 2010. The employment contract of Dr.-Ing. Stefan Rinck expires on August 31, 2022, Mr. Markus Ehret’s contract has a term until December 31, 2019.
As Chief Executive Officer Dr.-Ing. Stefan Rinck is responsible for the departments Production, Marketing & Sales, Technology, Research & Development as well as Strategy and International Operations.
Mr. Markus Ehret is responsible for the areas Finance, Controlling, Investor Relations, Human Resources, Purchasing and IT.
Members and work of the Supervisory Board
The Supervisory Board of the SINGULUS TECHNOLOGIES AG is comprised of three members. No employee representative is a member of the Supervisory Board. The cooperation of the Supervisory Board was characterized by efficiency, professional competence and trust.
The Supervisory Board is currently comprised of Dr.-Ing. Wolfhard Leichnitz, Ms. Christine Kreidl WP/StB and Dr. rer. nat. Rolf Blessing. There were no elections to the Supervisory Board during the business year 2018. The Supervisory Board continued to refrain from forming an audit committee or other committees in the fiscal year 2018, because according to its assessment there is neither an increase in efficiency to be expected nor an improved handling of complex issues nor a more efficient or improved execution of tasks of the Supervisory Board in connection with issues about accounting principles, risk management or the audit. In addition, corporate law provides that decision-making Supervisory Board committees have to consist of at least three Supervisory Board members. For this reason a delegation of tasks is not reasonable, either. The possibility for a Supervisory Board member to be appointed for a shorter tenure than the completion of the Annual General Meeting, which resolves on the discharge for the fourth business year after the start of the tenure, is still provided for and stated in the statutes of the company. The Supervisory Board met in eight meetings in the business year 2018.
The Supervisory Board regularly reviews the efficiency of its work. During the course of the meeting on September 11, 2018, the Supervisory Board reviewed its efficiency through the realization of the catalog of measures drafted by the Supervisory Board in the business year 2017 and identified additional recommendations to improve the efficiency of the Supervisory Board, which the Supervisory Board intends to implement in 2019. In particular, these recommendations include the flow of information between the Executive Board and the Supervisory Board as well as the flow from the Executive Board to subordinated management levels. For detailed information about the work of the Supervisory Board in the business year 2018 please refer to the Report of the Supervisory Board on pages 8 to 13 of the Annual Report.
There were no advisory or other services or work contracts in place between the members of the Supervisory Board and the company in the past business year.
All three members of the Supervisory Board are independent in the meaning of the Code.
According to the bylaws of the Supervisory Board, the Supervisory Board members are obligated to immediately disclose to the Chairperson of the Supervisory Board potential conflicts of interest, which could for example results from an advisory or board function for customers, garantors, creditors or other business partners of the SINGULUS TECHNOLOGIES AG. No conflicts of interests of members of the Supervisory Board arose during the period under review.
4. Reporting pursuant to Art. 289f Para. 2 No. 4 HGB
As an exchange-listed and non-codetermination stock corporation, the SINGULUS TECHNOLOGIES AG is obligated to resolve specific targets for the company with regards to the women’s quota and as well as to publish them as part of the Status Report for the business year. The target for the Supervisory Board and the Executive Board has to be determined by the Supervisory Board pursuant to Art. 111 Para. 5 AktG and the targets for the management levels below these boards by the Executive Board pursuant to Art. 76 Para. 4 AktG. To determine the targets, the Supervisory and Executive Boards have to set deadlines, which cannot be more than five years into the future.
The Executive Board and the Supervisory Board have extensively deliberated on this matter. At the time of the determination and also currently, the Executive Board of the SINGULUS TECHNOLOGIES AG is comprised of two members with no female member. Against the background that the Supervisory Board does not intend any personnel changes with regards to the composition of the Executive Board nor to increase the number of members of the Executive Board, the target for the share of women on the Executive Board was set at zero percent until December 31, 2019. During the past and the current business year, there were no changes regarding this assessment and target. At the time of the determination of the target and also currently, the Supervisory Board of the SINGULUS TECHNOLOGIES AG is comprised of three members with one female member. The women’s quota of the Supervisory Board of 33 % has not changed during the past business year and the new target for the women's quota for the Supervisory Board was also set at 33 % again for the subsequent period until December 31, 2019.
The Executive Board has set the target for the women’s quota for the first management level below the Executive Board to 33 % and to 20 % for the second management level below the Executive Board until June 30, 2022. The target of 33 % with respect to the women’s quota for the first management level below the Executive Board was missed slightly with 30 % during the year under review. This is a result of a reduction of working hours of one female manager. The target of 20 % with respect to the women’s quota for the second management level was not achieved with a share of around 11 % during the year under review. This development is based on the personnel-organizational changes for the second management level below the Executive Board. On the one hand, this was due to the merger of the SINGULUS Stangl, Solar GmbH to the SINGULUS TECHNOLOGIES AG. As a result of the merger, the management position for data protection and quality assurance at the SINGULUS Stangl Solar GmbH, which was occupied by a female manager, was combined with an existing position and also occupied by a female manager of the SINGULUS TECHNOLOGIES AG. In addition, two positions at the second management level below the Executive Board, which were already vacant in the preceding business year and which were occupied by female managers, have become obsolete in the course of personnel-organizational changes. The Executive Board intends to meet the set targets for women’s quotas for the first and second management level below the Executive Board by June 30, 2022 at the latest.
5. Competence profile and diversity concept
The Supervisory Board has anchored the competence profile and diversity concept of its composition with respect to for example age, gender, educational and occupational background in the bylaws. Accordingly, the Supervisory Board should not recommend anyone for appointment to the Supervisory Board for a tenure exceeding the person’s age of 70. Candidates recommended to the Annual General Meeting for appointment to the Supervisory Board should have the following expertise and experience (while not all of the criteria have to be met): (i) know-how of the core business areas, in particular the competitive situation and requirements of customers, (ii) professional expertise with regards to technologic challenges, which are connected with the development of new machines, (iii) experience with complex development projects, (iv) international business experience, also outside of Europe, (v) experience with national and international marketing sales structures, (vi) expertise in the areas capital markets and investor relations and (vii) expertise in the area of mergers & acquisitions. At least one member of the Supervisory Board must possess professional know-how in the areas of accounting or auditing. In its entirety the members have to be familiar with the sector, in which the company is operating. Members should display personality, integrity, professionalism, willingness to perform and independence. Nationality should not play a role in the selection of a candidate. In addition, the Supervisory Board should be comprised of at least two independent members. The Supervisory Board continues to set a women’s quota for the Supervisory Board (page 24).
The Supervisory Board is convinced that the described competence profile and diversity concept is already met by the tenure of one female and two male members and due to their age, educational and professional backgrounds. Furthermore, there were no elections to the Supervisory Board scheduled for the business year 2018. Insofar, no additional measures were indicated for the business year.
Requirements for the diversity concept with respect to the Executive Board are also fixed in the bylaws of the Supervisory Board. Accordingly, the Chairperson of the Supervisory Board coordinates the long-term succession planning for the Executive Board, while a maximum age of 65 years is intended for the members of the Executive Board. For the appointment of the Executive Board, the Supervisory Board is also urged to consider diversity aspects. This is implemented on a case-by-case basis.
6. Additional corporate governance information
Transparency and communications
The Executive Board publishes potentially share price-relevant information concerning the SINGULUS TECHNOLOGIES AG immediately unless the company is exempted in individual cases.
The SINGULUS TECHNOLOGIES AG makes sure that the shareholders of the company are able to gain timely and extensive access about the situation of the company through the information provided on its internet website. The SINGULUS TECHNOLOGIES AG reports about its business trends and the financial and earnings situation to its shareholders four times during the business year. All financial reports, current company presentations, the corporate calendar as well as announcements, Directors’ Dealings pursuant to Art. 19 MAR and voting right announcements pursuant to Art. 33ff. Wertpapierhandelsgesetz (WpHG) are published under www.singulus.de in the segment Investor Relations. To improve transparency and to promote the shares of the SINGULUS TECHNOLOGIES AG held several analyst conferences and numerous one-on-one discussions with investors.
Also, all reports and documents concerning corporate governance including the declaration of conformity to the German Corporate Governance Code, an internet link to the full text of the code itself and the articles of the SINGULUS TECHNOLOGIES AG as well as the invitations to the Annual General Meetings and resolution results can be accessed through SINGULUS TECHNOLOGIES' website under “Investor Relations”. The Annual General Meeting of the SINGULUS TECHNOLOGIES AG is usually held during the first half of the year. The ordinary Annual General Meeting of the SINGULUS TECHNOLOGIES AG in the business year 2018 took place on June 28, 2018. The deadline of eight months after the conclusion of the fiscal year for holding an annual general meeting pursuant to Art. 175 Para. 1 Sent. 2 AktG was thus complied with.
With the use of electronic forms of communication, in particular the internet and email, the Executive Board facilitates the shareholders’ participation in the Annual General Meeting and enables them to exercise their voting rights by representatives. In addition, the Executive Board may allow the shareholders to exercise the voting rights in written form and through electronic media without having to participate in the Annual General Meeting in person. All reports, annual financial reports and other documents, which have to be provided to the Annual General Meeting, as well as the agenda of the Annual General Meeting and counter-motions, if applicable, can be downloaded via the internet.
Accounting principles and audit of financial accounts
The consolidated financial statements and the interim reports of the SINGULUS TECHNOLOGIES Group are drawn up in accordance with IFRS as well as pursuant to applicable commercial law regulations pursuant to Art. 315e Para. 1 HGB. The individual financial statements of the SINGULUS TECHNOLOGIES AG are drawn up according to HGB and AktG principles as well as supplementary requirements according to the bylaws. The annual financial statements and consolidated statements for the business year 2018 drawn up by the Executive Board were audited by the auditor KPMG AG, Frankfurt am Main. The Supervisory Board reviewed the statements and the audit and adopted them. Important aspects were discussed with the Supervisory Board and the reports were approved by the Board before publication.
Interim reports are published within 45 days after the respective end of the quarter. The consolidated financial statements and the annual financial statements are made publicly accessible within 90 days after the end of the respective business year. Half-year and quarterly financial reports are not subject to an audit.
The Annual Report for the business year 2018 and the interim reports are published on SINGULUS TECHNOLOGIES AG's website.
Compensation of Executive and Supervisory Board members
Similar to the past years, SINGULUS TECHNOLOGIES individually reports the fixed and variable components of the compensation as well as the compensation components with long-term share-based incentives for the members of the Executive Board. In addition, also the contributions to pensions, which are based on a defined contribution scheme, are disclosed individually. The details are set forth in the Compensation Report, which is part of the Status Report and supplements this Corporate Governance Report. The Compensation Report lays out the compensation and the compensation scheme for the Executive Board in detail and also explains the design of the compensation components with long-term incentives. In addition, the remuneration of the members of the Supervisory Board is stated individually. The Compensation Report can be found on pages 76 to 87 of this Annual Report.
SHAREHOLDINGS AS WELL AS REPORTABLE SECURITIES' DEALINGS OF EXECTUIVE AND SUPERVISORY BOARD MEMBERS
1. Shareholdings of Executive and Supervisory Board members
No member of the Executive or Supervisory Board holds directly or indirectly a share of the nominal capital of the company exceeding 1 %.
The following members of the Executive and Supervisory Board held directly or indirectly shares in the SINGULUS TECHNOLOGIES AG as of December 31, 2018:
|Shareholdings of Executive and Supervisory Board members||December 31, 2018||December 31, 2017|
|Dr.-Ing. Wolfhard Leichnitz,|
Vorsitzender des Aufsichtsrates
|Executive Board members|
|Dr.-Ing. Stefan Rinck, CEO||122||122|
|Dipl.-Oec. Markus Ehret, CFO||43||43|
The sitting members of the Executive and Supervisory Boards did not hold subscription rights through stock options or convertible bonds as of December 31, 2018.
2. Directors‘ Dealings
Pursuant to Art. 19 MAR, member of the Executive and Supervisory Boards or related persons were obligated in the business year 2018 to report transactions with shares or debt instruments of the company or related derivatives or with other related financial instruments, if the total volume of the activities within one calendar year exceeds a total volume of EUR 5,000. The company was not notified of any relevant transactions for the business year 2018.