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Declaration of Compliance with the German Corporate Governance Code in accordance with section 161 of the German Stock Corporation Act (AktG)
Declaration by the Executive Board and Supervisory Board of SÜSS MicroTec AG in accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act):
SÜSS MicroTec AG will comply with the current recommendations of the German Corporate Governance Code in the version dated June 6, 2008 except for the following three exceptions, and complied with the recommendations of the German Corporate Governance Code dated June 14, 2007 except for the two exceptions regarding the deductible in respect of D&O liability insurance and the compensation of the Supervisory Board for the period from December 14, 2007 to November 7, 2008.
- Deductible in respect of D&O liability insurance:The German Corporate Governance Code recommends in clause 3.8 that, where a company takes out directors' and officers' liability insurance, it should agree an adequate deductible for the company's governing bodies. SÜSS MicroTec AG has already had D&O insurance cover for several years that does not include a specific deductible. In SÜSS MicroTec's view, responsible behavior by the management bodies is not reinforced additionally by agreeing to a suitable deductible.
- Formation of committeesClause 5.3 of the German Corporate Governance Code recommends the formation of committees with sufficient expertise, depending on the specifics of the enterprise and the number of its Supervisory Board members. Since following the resolution by the Shareholder Meeting on June 19, 2008, SÜSS MicroTec AG's Supervisory Board now comprises three members, the Supervisory Board does not consider the formation of corresponding committees to be necessary. In particular, the Supervisory Board believes that the formation of committees would unnecessarily complicate the body's work given this number of members.
- Compensation of Supervisory Board Members:Clause 5.4.6 of the German Corporate Governance Code recommends performance-related compensation for members of the Supervisory Board as well as compensation for the membership and the chairmanship of committees. The compensation paid to Supervisory Board members is specified in Article 13 of the Articles of Incorporation. The Articles of Incorporation of SÜSS MicroTec AG currently do not provide for performance-related compensation for the Supervisory Board.
Garching, November 2008
On behalf of the Management Board
Michael Knopp, CFO
Christian Schubert
On behalf of the Supervisory Board
Dr. Franz Richter