Corporate Governance Report
1. Declaration on Corporate Governance
1.1 Declaration of Conformity
In accordance with Article 161 AktG (German Stock Corporation Act), the Executive Board and the Supervisory Board of AIXTRON SE declare:
AIXTRON SE meets all recommendations of the Government Commission on the German Corporate Governance Code (Regierungskommission "Deutscher Corporate Governance Kodex") published by the Federal Ministry of Justice (Bundesministerium der Justiz) in the official portion of the German Federal Gazette (Bundesanzeiger), in the version dated May 13, 2013, with the exception of the following deviations declared for precautionary reasons:
Consideration of the relationship between the remuneration of the Executive Board and the remuneration of senior management and staff overall at the present time and over the course of its historical development (Section 4.2.2 (2) Clause 3 DCGK // German Corporate Governance Code)
The Code recommends in Section 4.2.2 (2) Clause 3 that the Supervisory Board should take into account the relationship between the remuneration of the Executive Board and senior management and staff overall at the present time and over the course of its historical development when determining the total remuneration of individual members of the Executive Board, with the Supervisory Board specifying how the senior management and the relevant staff are to be differentiated for the comparison. The current employment contracts with the Executive Board were concluded before the aforementioned recommendation was adopted as a recommendation in the last amendment to the Code in 2013. The Supervisory Board did not explicitly specify at the time of their conclusion how the senior management and the relevant overall staff are to be differentiated from the Executive Board. The relationship between the remuneration of the Executive Board and the remuneration of senior management and the relevant overall staff is also not taken into account on the basis of such specifications by the Supervisory Board with respect to the criteria in Section 4.2.2 (2) Clause 2 DCGK (German Corporate Governance Code).
Upper limits for remuneration of the Executive Board (Section 4.2.3 (2) Clause 6 DCGK // German Corporate Governance Code)
The Code recommends in Section 4.2.3 (2) Clause 6 that the remuneration of the Executive Board members in total and with respect to their performance-based salary components should have upper limits in terms of amounts. The total remuneration of Executive Board members at AIXTRON SE includes both a fixed salary and various performance-based salary components. For the fixed salary, the annual income is set in the employment contract for the Executive Board member. Remuneration in kind and fixed benefits for an individual private retirement scheme are also added to this. The performance-based remuneration is limited to a maximum of EUR 6.5m with respect to the performance-based bonus for the entire Executive Board. The President and Chief Executive Officer is entitled to 8/18 and the other two Executive Board members each receive 5/18. The performance-based remuneration is awarded partially in the form of Company stock options. The amount of the respective stock option is subject to the aforementioned upper limit at the time of its awarding. In this respect, the recommendation has been complied with. The shares are only transferred to the entitled recipient three years after being awarded. Within this timeframe, the members of the Executive Board benefit from the unlimited potential rise in the price of the shares, which may be viewed as a deviation from the wording of the recommendation. A further limit on the performance-based remuneration with respect to the time of the transfer of the shares does not seem to be in the interests of the parties, since the essential incentive of share-based remuneration – to work toward increasing corporate value – would be counteracted and the Executive Board members would be placed at a disadvantage above such an upper limit in the event of a further increase in the stock price. An upper limit in terms of amounts for the total remuneration is not explicitly included in the current contracts for the Executive Board members.
In an adjustment of the running contracts with the Executive Board members, they will be based on the new recommendations of the German Corporate Governance Code (DCGK) and shall again fully comply with the recommendations in the future.
Since the issuing of the last Declaration of Conformity in February 2013, AIXTRON SE has fully complied with the recommendations of the German Corporate Governance Code (DCGK), in the version of May 15, 2012.
Herzogenrath, February 2014
|For the Executive Board of AIXTRON SE||For the Supervisory Board of AIXTRON SE|
Chairman and Chief Executive Officer
Chairman of the Supervisory Board
1.2 Information regarding Corporate Governance Practices
AIXTRON SE has had a Code of Ethics since 2006 for Executive Board members and certain managers in Finance. The aim of that Code is to promote upright and ethical conduct, including the ethical handling of conflicts of interest, the complete, fair, precise, timely and transparent disclosure of quarterly and annual reports, compliance with prevailing laws, rules and regulations and the immediate internal reporting of breaches of the Code where necessary and to ensure accountability for compliance with the Code. The complete text of the Code can be found on the AIXTRON website in the Investor/Corporate Governance area.
In addition, AIXTRON has issued a Compliance Code of Conduct applicable to the Company's Executive and Supervisory Boards, as well as all employees throughout the world, which holds them accountable for conscientious conduct in conformity with the law. Amongst the topics addressed, this Code covers the following issues: responsibility and respect towards society and the environment, compliance with overall legal conditions, legal and ethical conduct by each individual employee, loyalty to the Company, fair and respectful treatment of fellow employees, rejection of any form of discrimination, dealing responsibly with corporate risks, acting in an environmentally responsible manner, security in all operating areas, working in a professional manner, reliability and fairness in all business relationships, compliance with guidelines on giving/accepting unfair advantages, dealing with insider information and the treatment of Company property. In addition, due to particular requirements set by NASDAQ, AIXTRON SE has a separate NASDAQ Code of Conduct. The full texts of the Compliance Code of Conduct and the NASDAQ Code of Conduct can also be downloaded from the AIXTRON website.
In 2010, AIXTRON issued a Compliance Manual which applies to all members of the Company's senior management and is the basis for the principles of the Compliance Code of Conduct. The Compliance Manual provides detailed explanations on the subject of compliance organization at AIXTRON and on the resulting conduct requirements applicable to the Executive Board, the Supervisory Board and the employees. It is regularly updated to reflect amended statutory requirements and was therefore also amended for fiscal year 2013. Each quarter, the senior managers declare in writing that in their area of responsibility the compliance requirements of AIXTRON SE were observed. If the Compliance Manual has been updated, they also declare that they will take note of the updated version and follow and communicate its contents within their area of responsibility.
Furthermore, AIXTRON has established a Vendor Code of Conduct, which defines ethical, moral and legal standards in connection with the purchase and use of conflict minerals (gold, tantalum, tungsten, tin) within the AIXTRON supply chain. The key content of this code includes information on the US rules on the use of conflict minerals, the process of due diligence on the supply chain, the expectations for supply chain partners and suppliers and the consequences in the event of non-compliance. The complete text of the Vendor Code of Conduct can be accessed on the AIXTRON website in the Investor/Corporate Governance area.
1.3 Executive Board and Supervisory Board Operating Procedures; Composition and Mode of Operation of Committees
As a European company (Societas Europaea), AIXTRON SE is subject not only to the German Stock Corporation Act, but also to the superordinate European SE regulations (SE-Regelungen) and the German SE Implementation Act (SE-Ausführungsgesetz). The Company has a dual management and supervisory structure consisting of an Executive Board and a Supervisory Board.
Pursuant to the guidelines set forth in the German Stock Corporation Act, which are also valid for AIXTRON SE, via the SE statutes, the Executive Board of AIXTRON SE is responsible for the management of the Company and informs the Supervisory Board regularly, comprehensively and without delay of the business development, corporate planning and strategy as well as the Company's risk status.
According to Article 8 of AIXTRON SE's Articles of Association, the Executive Board consists of two or more persons. The Supervisory Board determines the precise number of Executive Board members, decides whether there should be a Chairman and whether deputy members or a Deputy Chairman should be appointed.
AIXTRON SE's Executive Board consists of the following three members:
|Name||Position||First Appointment||End of Term|
|Martin Goetzeler*||Chairman, President and Chief Executive Officer||March 1, 2013||February 28, 2017|
|Wolfgang Breme||Executive Vice President and Chief Financial Officer||April 1, 2005||March 31, 2016|
|Dr. Bernd Schulte||Executive Vice President and Chief Operating Officer||April 1, 2002||March 31, 2015|
|*) Successor of Paul Hyland who held this position until February 28, 2013|
Notwithstanding the Executive Board's statutory joint and several liability and the obligation of its members to collaborate closely and in confidence with their colleagues, the assigned responsibilities of the individual members of the Executive Board are as follows:
AIXTRON's President and Chief Executive Officer coordinates the tasks of the Executive Board and is additionally responsible for the operating business of the AIXTRON Group, focusing in particular on Strategic Planning, Investor Relations & Corporate Communications, Human Resources, Manufacturing and Procurement & Logistics. The Chief Financial Officer is responsible, in addition to Group Finances and Reporting, for Corporate Governance & Compliance, IT, Legal & Risk Management and Facilities Management. The Chief Operating Officer is responsible for the Group's Marketing, Technology Development, Business Development and Sales activities.
With the Supervisory Board's approval, the Executive Board has adopted by-laws, which are regularly reviewed to ensure they are appropriate and up-to-date. They include a listing of matters which are of fundamental or substantial importance and about which the Executive Board is required to make formal resolutions. Examples of such material decisions requiring formal resolutions are: decisions on strategies, corporate plans and budgets; significant changes in the organization of the Company and Group; the commencement or discontinuation of areas of activity within the Company; the acquisition and sale of land and land rights; the conclusion, amendment, and termination of intercompany or significant license or cooperation agreements; the commissioning of material external consulting and research projects; fundamental questions in the area of human resources and human resources policy; determination of the principles governing representation in business organizations and associations; appointments to the management and supervisory bodies of subsidiaries and associated companies; important publications and information for the public above and beyond normal reporting requirements; the initiation of lawsuits and legal disputes; the granting of collateral and assumption of guarantees.
The Executive Board rules of procedure and the Articles of Association, respectively, contain a list of material transactions and measures which require the prior approval of the Supervisory Board. Transactions and measures requiring approval pursuant to the Articles of Association or by-laws include, but are not limited to, decisions to build or dispose of operating sites or land; the starting or ending of business activities; granting or taking out of loans, etc.
According to the by-laws, meetings of the Executive Board are to be held at least twice a month or whenever the Company's interests shall so dictate. Executive Board meetings are convened and directed by the Chairman of the Executive Board. Any member of the Executive Board may request an Executive Board meeting be convened for a specific issue. If the Chairman cannot attend, the meeting shall be chaired by a Board member appointed by the Chairman or the oldest member of the Executive Board in terms of age. The Executive Board shall be deemed to have a quorum if all members have been invited and more than half of the members are able to participate in person, via telephone link or by video conference, when resolutions are being voted on. The Executive Board makes decisions by a simple majority of the votes cast by the members involved in the meeting unless otherwise provided by law, the Articles of Association or by-laws. In the case of a tie, the Executive Board Chairman casts the deciding vote.
Every Executive Board member must immediately disclose conflicts of interest to the Supervisory Board and other members of the Executive Board. Members of the Executive Board may only take on part-time activities, especially posts on company and supervisory boards outside of the Group, after receiving Supervisory Board approval.
The Supervisory Board is responsible for the appointment of the Executive Board members and supervises and advises the Executive Board with regard to its management duties.
Pursuant to Article 11 of AIXTRON SE's Articles of Association, the Supervisory Board consists of six members. The Annual General Meeting can specify any other number of Supervisory Board members, providing that the total is divisible by three. The members of the Supervisory Board are generally appointed for a period of four years and until the end of the Annual General Meeting in which the shareholders represented ratify the approval of the Supervisory Board's activities for the fourth fiscal year after the term of office begins. The term of office of this Supervisory Board ends as of the close of the 2016 Annual General Meeting. On May 23, 2013, the Annual General Meeting elected Dr. Andreas Biagosch and Dr. Martin Komischke as successors to the Supervisory Board members Dr. Holger Jürgensen and Karl-Hermann Kuklies, who resigned as of January 30, 2013, for the rest of their respective terms on the Supervisory Board of AIXTRON SE.
The Supervisory Board elects a Chairman and a Deputy Chairman from among its members. The Supervisory Board Chairman or – if he is unable to do so – his Deputy convenes and conducts the Supervisory Board meetings.
At the end of fiscal year 2013, AIXTRON'S Supervisory Board consisted of the following six members:
|Name||Position||Member since||End of Term|
|Kim Schindelhauer1)2)3)4)5)||Chairman of the Supervisory Board, Chairman of the Capital Markets Committee||2002||AGM 2016|
|Prof. Dr. Wolfgang Blättchen1)4)||Deputy Chairman of the Supervisory Board, Chairman of the Audit Committee, Independent Financial Expert6)||1998||AGM 2016|
|Dr. Andreas Biagosch2)||2013||AGM 2016|
|Prof. Dr. Petra Denk2)3)||Chair of the Technology Committee||2011||AGM 2016|
|Dr. Martin Komischke||2013||AGM 2016|
|Prof. Dr. Rüdiger von Rosen1)3)4)||Chairman of the Nomination Committee||2002||AGM 2016|
|1) Member of the Audit Committee|
2) Member of the Technology Committee
3) Member of the Nomination Committee
4) Member of the 2013 Capital Markets Committee
5) Former AIXTRON Executive Board Member
6) Since 2005
The Company is in compliance with the requirement for diversity on the Supervisory Board (Section 5.4.1 DCGK // German Corporate Governance Code) due to the broad range of skills that individual Supervisory Board members have (in the areas of finance, capital markets, M&A, technology and market experience). In addition, the ratio of female members met the objectives set in 2010.
The Supervisory Board shall include what they consider to be an adequate number of independent members. Within the meaning of Section 5.4.2 of the Code, a Supervisory Board member will not be considered independent, in particular, if he or she has personal or business relations with the Company, its executive bodies, a controlling shareholder or an enterprise associated with the latter which may cause a substantial and not merely temporary conflict of interest. The Supervisory Board targets that at least half of its members shall be independent. Since the Supervisory Board consists solely of elected representatives of shareholders who are to be viewed as independent members according to the Code, the Company has complied with this objective.
As required under Section 5.4.2 DCGK (German Corporate Governance Code), the Supervisory Board includes no more than two former Executive Board members.
Prior to the Supervisory Board Meeting on December 4, 2013, each Supervisory Board member received the annual questionnaire from the Chairman examining the efficiency of the Supervisory Board's activities. The newly elected Supervisory Board members Dr. Biagosch and Dr. Komischke were exempted from answering the questionnaire. Based on its evaluation of the returned questionnaires, the Supervisory Board resolved that it is acting efficiently in accordance with Section 5.6 of the Code.
Other directorships held by Executive and Supervisory Board members are listed under Section 36 "Supervisory Board and Executive Board" in the Notes to the Consolidated Financial Statements.
The Company did not initiate or conclude any material transactions with related parties during the fiscal year 2013.
The Supervisory board has adopted its own set of by-laws governing Supervisory Board duties, rights, obligations and organization procedures for meetings and resolutions, including the formation of appropriate committees. The Audit Committee and the Technology Committee both operate according to separate by-law requirements approved by the Supervisory Board. All sets of by-laws are regularly amended to reflect the latest changes made to the German Corporate Governance Code.
An independent and expert member of the Supervisory Board has chaired the Audit Committee since 2005 in accordance with Section 5.3.2 DCGK (German Corporate Governance Code). The Technology Committee was created on May 19, 2011.
The Supervisory Board, like the Audit Committee and Technology Committee, generally holds four ordinary meetings per year. The Nomination Committee convenes as and when necessary.
As requested by the Chairman of the Supervisory Board, the Executive Board participates in all Supervisory Board meetings, gives written and oral reports on the various points on the agenda and proposed resolutions, and answers questions posed by individual Supervisory Board members. Between meetings, monthly and detailed quarterly reports on the status of the Company from the Executive Board are made available to all Supervisory Board members. Furthermore, in numerous telephone calls and face-to-face meetings, the Supervisory Board Chairman, the Chairman of the Audit Committee and the Chair of the Technology Committee are promptly and comprehensively informed by the Executive Board about relevant material developments and forthcoming decisions on material issues.
Resolutions of the Supervisory Board and the Supervisory Board committees are generally passed during formally convened meetings. In exceptional cases, Supervisory Board members may, if justified, participate in a board or committee meeting remotely via telephone or video conference. The Supervisory Board and its committees are deemed to have a quorum if two-thirds, or in the case of the Supervisory Board at least three members, are able to participate in person for the adoption of a resolution (outside of formal meetings, if no objections are raised by any member, this is possible by casting votes in writing, by fax, telephone, email or a combination of these communication media). Resolutions are adopted if a majority of the votes are cast in favor. In the case of a tie, the Chairman of the meeting casts the deciding vote.
Every member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board, especially those conflicts arising from a consulting contract or board position for a customer, supplier, creditor or other business partner. If a material, not just temporary, conflict of interest involving a Supervisory Board member cannot be resolved to the satisfaction of the Supervisory Board, it will result in that member being required to resign.
Executive and Supervisory Board Cooperation
As in previous years, the Executive Board and the Supervisory Board worked closely together throughout 2013 for the benefit of the Company. Their joint goal is to increase the sustainable value of the Company after the execution of comprehensive restructuring and a return to profitability.
AIXTRON SE has a two-tier governance system characterized by a clear separation of management and supervisory functions. The Executive Board is responsible for managing the Company and informs the Supervisory Board regularly, comprehensively and without delay about all relevant issues involving strategy, planning, business development, the Company's risk situation, risk management and compliance.
The Supervisory Board is responsible for the appointment of the Executive Board members and oversees and advises the Executive Board with regard to its management duties. For certain transactions and measures specified in the Articles of Association of AIXTRON SE or the Executive Board's by-laws, the Executive Board must obtain the prior approval of the Supervisory Board. The Executive Board is required to report to the Supervisory Board on the conclusion, amendment or termination of material agreements that do not require approval under the Articles of Association or the Executive Board's by-laws. The Executive Board is also required to notify the Supervisory Board of all material events, even those that do not require the approval of the Supervisory Board.
Operating Procedures and Composition of Committees
No committees have been set up by AIXTRON SE's Executive Board.
The Supervisory Board of AIXTRON SE currently has three committees: the Audit Committee, the Technology Committee and the Nomination Committee. The Supervisory Board is authorized to form other Committees with its members, which it did in fiscal year 2013 with the now dissolved "Capital Market" Committee.
The Audit Committee is composed of one chairman and two other members. The Chairman of the Audit Committee, Prof. Dr. Blättchen, is an independent member whose area of expertise is reporting and audits (as required by law: Art. 107 (4); Art. 100 (5) AktG // German Stock Corporation Act) and who has particular knowledge and experience in the application of internal control processes. The Audit Committee addresses, in particular, the monitoring of the accounting process, compliance, the effectiveness of the internal control system, the risk management system, the internal audit system and the implementation of the rules in accordance with Section 404 Sarbanes-Oxley Act (SOA 404). In addition, the Audit Committee is responsible for the audit of the financial statements and ensures in particular the required independence of the auditor and any additional services performed by the auditor. Finally, it issues the mandate to the auditor, identifies the focal points of the audit and handles the fee arrangements. The Committee chairman reports regularly on the work of the Audit Committee to the Supervisory Board.
The Technology Committee is composed of one chair and two other members. It deals, in particular, with questions of AIXTRON's market positioning in technology, the IP (intellectual property) strategy, product planning and technology development, potential technology acquisitions and other topics relating to diversification. The chair, Prof. Dr. Denk, regularly reports to the Supervisory Board on the activities of the Technology Committee.
The Nomination Committee also consists of a chair and two other members. The Committee, chaired by Prof. Dr. von Rosen, makes nomination proposals to the Supervisory Board if one of the Supervisory Board positions needs to be replaced.
In preparation for the capital increase in October 2013, the Supervisory Board formed a "Capital Market" Committee comprising three members of Supervisory Board. This Committee adopted the necessary resolutions for the process and was dissolved after the successful completion of the transaction.
The interaction and cooperation of the Executive Board, the Supervisory Board and its committees during fiscal year 2013 are further described in the Supervisory Board Report, which is also a part of this Company's Annual Report and can be downloaded from the AIXTRON corporate website.
2. Corporate Governance Report
2.1 Report on Corporate Governance from the Executive and Supervisory Boards
AIXTRON is committed to observing the principles of transparent and responsible conduct of its business aimed at creating value on a sustainable basis by employing appropriate corporate governance. We, the Executive and Supervisory Boards of AIXTRON SE, seek to further strengthen the trust placed in us by our shareholders, financial markets, customers, business partners, employees and the general public through appropriate management and supervision. We are convinced that good corporate governance is an essential element for our Company's success.
Both this Corporate Governance Report, prepared in accordance with Section 3.10 DCGK (German Corporate Governance Code), and the joint Declaration of Conformity, issued by the Executive Board and the Supervisory Board pursuant to Article 161 AktG (German Stock Corporation Act) in February 2014 are published in the Annual Report and on the AIXTRON corporate website in German and English. AIXTRON also retains previous Declarations of Conformity on its website for a period of at least five years.
AIXTRON has complied with all the recommendations of the German Corporate Governance Code in the past and, with the exception of the deviations declared for precautionary reasons in the Declaration of Conformity, also fully complied with the Code in fiscal year 2013. Our internal monitoring and control systems, which have been regularly tested and are continuously kept up to date, comply with Section 404 of the Sarbanes-Oxley Act and provide us with support in meeting our compliance responsibilities.
The Government Commission on the German Corporate Governance Code made several changes to the Code in 2013. The German Corporate Governance Code in the currently applicable version of May 13, 2013 was published by the Federal Ministry of Justice on June 10, 2013.
Since the interpretation of the new recommendations is not absolutely clear at the present time, the Executive Board and the Supervisory Board declared deviations from the recommendations of the German Corporate Governance Code for precautionary reasons in the latest Declaration of Conformity dated February 2014.
As stipulated by the Code, AIXTRON has set clear targets with regard to appropriate diversity in the management of the Company (Sections 5.1.2 and 5.4.1 DCGK // German Corporate Governance Code).
Against the backdrop of demographic change and the associated effect of a lack of sufficiently qualified staff in Germany, AIXTRON has consistently striven for further increases in the percentage of women and the international composition of its employees and management. Nevertheless, the Company's primary commitment is to ensure that the employees possess the required professional and social competencies.
Composition of the Supervisory Board
As early as 2010, the Supervisory Board listed a set of required qualities for future appointments of Supervisory Board members and amended them in 2012. The detailed requirements are as follows:
- With respect to nominations of Supervisory Board members, the Nomination Committee shall ensure that the Supervisory Board at all times consists of members who, individually and collectively as a team, have the knowledge, skills and experience required to perform their tasks properly. In addition, the members should be independent. The Nomination Committee will strive to enhance the efficiency and transparency of the selection process. As a general rule, the Supervisory Board members are nominated for election for the longest possible period in compliance with the Company's Articles of Association.
- AIXTRON currently exports more than 85% of its products overseas and almost 90% thereof to Asia and consequently international experience in the electronics and lighting appliances markets that are specific to AIXTRON's areas of interest is of the greatest benefit to the Company.
- As a general rule, new members of the Supervisory Board should not be older than 70 when they retire from the Supervisory Board. When elected, they should be available to the Company for at least two election periods.
- The aim should be that the individual Supervisory Board members will have training, qualifications, expertise and international experience that are as diverse as possible so that collectively they will have the necessary knowledge, skills and experience required to perform their tasks properly. They should have company and product oriented relevant experience with an understanding of the business model, the specifics of the industry and the processes in the various departments of business management and administration, including more specifically accounting, audit of the annual financial statements, corporate development, capital market, technology, special machine production, markets, sales, lighting, etc.
- It is believed to be in the best interest of the Company to employ the full potential of well-trained and motivated people from different nationalities and both genders. To strengthen the Company's position in global competition, the Supervisory Board aims to achieve an approximate ratio of 20% ratio of women in the Supervisory Board.
- The Supervisory Board shall include what it considers to be an adequate number of independent members. A Supervisory Board member will not be considered independent, in particular, if he or she has personal or business relations with the Company, its executive bodies, a controlling shareholder or an enterprise associated with the latter that may cause a substantial and not merely temporary conflict of interest.
- At least half of the Supervisory Board members should be independent.
- The Supervisory Board shall not have more than two former members of the Executive Board amongst its members at any one time.
- The Supervisory Board members shall not hold any function as a board member in or act as a consultant for any material competitor of the Company.
- The Supervisory Board must have at least one independent member with expertise in accounting, internal control processes and the auditing of annual financial statements. That Supervisory Board member will be required to also be a member of the Audit Committee.
- Given the increased demands on the professionalization of Supervisory Board members and with a view to ensuring that their services will be delivered as efficiently as possible, as in previous years, new Supervisory Board members should not hold more than five board memberships in other listed companies or other companies with similar demands. For reasons of convenience and efficiency, the aim is to give preference, but not exclusivity, to candidates who are based in Germany or in other parts of Europe.
Additional information regarding the composition of the Supervisory Board can also be found in the section of Chapter 1.3 of this Annual Report entitled "Supervisory Board".
The Executive Board and Supervisory Board of AIXTRON SE are convinced that the Supervisory Board fully complies with its own and the Code's requirements of appropriate diversity and independence of Supervisory Board members.
For the purposes of continuing education, as part of further professionalization of the Supervisory Board, its members have taken part in advanced training in connection both with their functions as Supervisory Board members and their other professional activities.
Shareholders and Annual General Meeting
In fiscal year 2013, the Annual General Meeting was held in Aachen on May 23, 2013. The invitation to the Annual General Meeting was announced in a timely manner in the German Federal Gazette (Bundesanzeiger) in accordance with the legal requirements, and included the agenda, the proposed resolutions from the Executive and Supervisory Boards as well as the conditions for participation at the Annual General Meeting and the exercising of voting rights. Holders of the Company's ADS (American Depositary Shares) received special proxy voting forms within the required timeframe. All reports and documentation required by law were available on AIXTRON's website, www.aixtron.com, from the date the Annual General Meeting was convened. In compliance with Section 2.3.3 DCGK (German Corporate Governance Code), certain parts of the Annual General Meeting (opening of the meeting, speech and presentation of the Executive Board) were broadcast live via webcast. Directly following the Annual General Meeting, the Company published attendance figures and the voting results in a press release, as well as on its website.
Six out of seven agenda points required approval. All of the resolutions were approved with the support of at least 68.5% of the voters entitled to vote, with around 37% of AIXTRON share capital being represented at the Annual General Meeting. Under agenda item 4, the shareholders approved the remuneration system amended in December 2012 for the members of the Executive Board. Under agenda item 5, the Annual General Meeting elected Dr. Andreas Biagosch and Dr. Martin Komischke to be the two new members in the AIXTRON Supervisory Board, replacing Dr. Holger Jürgensen and Karl-Hermann Kuklies who resigned as of January 30, 2013. Under agenda item 7, the shareholders granted the Company a new authorization to purchase and use treasury shares, which also includes the possibility of issuing shares to the Company's Executive Board as a component of the variable remuneration.
Shares Held by Executive and Supervisory Board Members
As of December 31, 2013, members of AIXTRON SE's Supervisory Board held, directly and indirectly, a total of 601,429 ordinary shares, or 0.5 % of the Company's share capital, which amounted to EUR 112,613,445 at year's end.
As of December 31, 2013, the AIXTRON Executive Board did not directly or indirectly hold any shares issued by the Company. The options held by Executive Board members under stock option plans are set out and explained in the Remuneration Report in the Notes to the Annual Financial Statements.
Information regarding the purchase and sale of AIXTRON SE shares by persons performing managerial responsibilities according to Article 15a WpHG (German Securities Trading Act) is published on the AIXTRON website under the category of "Corporate Governance/Director Dealings" immediately after the notification is received. In fiscal year 2013, four such transactions were published, involving the sale of in total 209,500 AIXTRON shares.
In the interest of maximum transparency, shareholders, shareholder associations, potential investors, financial analysts and the media are regularly and promptly informed of the AIXTRON Group's business developments. The internet is the primary communication channel used for this purpose.
Reporting on the business situation and financial results of AIXTRON SE and the AIXTRON Group are made available in German and/or English, in the form of:
- A webcast of the Annual General Meeting (opening, speech by the Chairman of the Supervisory Board and presentation of the Executive Board were broadcast live)
- The interactive, electronic Annual Report with the Consolidated Financial Statements, the Group Management Report and the Supervisory Board Report
- The AIXTRON SE Annual Financial Statements and the related Management Report
- The annual report on Form 20-F for the United States Securities and Exchange Commission ("SEC")
- Interim financial reports
- Transcripts or audio files of quarterly conference calls for the press and analysts
- Company presentations
- Ad-hoc, corporate news and IR-news releases
- Forms 6-K for the SEC
- Marketing releases
Important recurring dates, such as the date of the Annual General Meeting or the publication dates of financial reports, are detailed in the Company's financial calendar. This and the above-mentioned reports, speaker notes, presentations, webcasts and press releases are available on the Company's website for a limited period of time.
Reporting and Audit
The Group's interim financial reports as of March 31, June 30, and September 30, 2013 and the Consolidated Financial Statements for the period ending on December 31, 2013 were prepared in accordance with IFRS (International Financial Reporting Standards). The separately reported parent-company Annual Financial Statements 2013 for AIXTRON SE were prepared in accordance with the German Commercial Code (HGB ) and the requirements of the German Stock Corporation Act (AktG).
The Consolidated Annual Financial Statements and the parent company's Annual Financial Statements were audited by the appointed external auditor and approved by the Supervisory Board. The auditor agreed that the Chairman of the Supervisory Board and the Chairman of the Audit Committee would be informed without delay about any reasons for exclusion or exemption and any inaccuracies in the Declaration of Conformity arising in the course of the audit. No such material events were recorded in the current year.
Stock Option Plans
AIXTRON has a total of five stock option plans, under which options are or have been issued for the acquisition of AIXTRON shares or ADS (American Depositary Shares) to members of the Executive Board, managers and Company employees.
From the 2012 Stock Option Plan, a new tranche of 800,000 stock options was issued ("Tranche 2013" under the 2012 Stock Option Plan) during the reporting year. In accordance with the amended Article 193 (2) No. 4 AktG (German Stock Corporation Act) of the Act on the Appropriateness of Management Board Remuneration (VorstAG), the options under the 2012 Stock Option Plan can only be exercised, at the earliest point in time, after a waiting period of four years and include an absolute performance target. In addition, stock options issued to members of the Executive Board contain a relative exercise threshold with the TecDAX as a comparison parameter. The maximum term of the stock options is 10 years.
As of December 31, 2013, the 2013 tranche of the 2012 Stock Option Plan and the 2007, 2008, 2009, 2010, 2011 and 2012 tranches of the 2007 Stock Option Plan and the previous stock option plans (AIXTRON 1999 and 2002 Plans and the Genus Stock Option Plan 2000) still had outstanding options to subscribe 3,289,025 AIXTRON shares or ADS.
A more detailed description of the individual stock option plans and a summary of all the stock option transactions can be found in Note 23, "Share-based payment", of the Notes to the Consolidated Financial Statements.