Declaration of compliance

The Supervisory Board sees no need to limit the term of office of members of the Executive Board who were previously employees of adesso to a maximum of three years when they are first appointed. In the opinion of the Supervisory Board, this provides a sufficient basis for confidence in a longer-term commitment.

The Supervisory Board considers a minimum of three independent members to be sufficient for its monitoring and control functions. This decision particularly recognises the advisory function of Supervisory Board members with links to the company, their market knowledge, networks and expertise. In special cases, such persons should not be excluded from membership from the outset on the basis of the independence criteria of the Code. Rather, the Supervisory Board considers their knowledge and experience to be advantageous for the supervisory tasks and, with at least three independent members, sufficient for the overall composition of the Supervisory Board.

The Chairman of the Supervisory Board is not to be regarded as independent of the company and the Management Board within the meaning of the recommendations of the Code. Nevertheless, the Supervisory Board considers the special expertise of its Chairman as co-founder and indirect majority shareholder of the company, as well as the resulting interests as the indirect largest shareholder of the company, to be advantageous and sufficient for the supervisory tasks.

The Supervisory Board does not consider the limitation to a maximum of two former members of the Management Board on the Supervisory Board to be categorical, especially as it values the special knowledge and experience of former members of the Management Board for the advisory function of Supervisory Board members, their market knowledge, networks and expertise. Distinguished former members of the Management Board should not be excluded from membership from the outset on the basis of the Code requirements. Rather, the Supervisory Board considers their knowledge and experience to be advantageous for the supervisory tasks, provided that the overall composition of the Supervisory Board with at least three independent members in accordance with the Code criteria is ensured.

The Supervisory Board considers its monitoring and control function to be fulfilled even without regular meetings without the Executive Board. Rather, in the opinion of the Supervisory Board, the presence of the Executive Board provides an additional opportunity to obtain, review and evaluate current information about the company.

The variable remuneration resulting from the achievement of long-term targets does not exceed the proportion resulting from short-term targets. The Supervisory Board considers the ratio specified in the remuneration system for members of the Management Board to be sufficient in terms of sustainable and long-term corporate development, especially as the granting of partially share-based long-term remuneration provides sufficient incentives for this.

Only part of the long-term variable remuneration amounts is paid in the form of share options, which are only exercisable after four years from the date on which they are granted. The members of the Management Board may also dispose of the remaining long-term variable remuneration amounts at an earlier date. The system does not provide for an investment obligation predominantly in shares of the company, especially since part of the variable remuneration amounts is already granted in the form of share-based payments. The Supervisory Board considers the share-based portion of the long-term variable remuneration provided for in the remuneration system for members of the Management Board and its incentive effect in terms of sustainable and long-term corporate development to be sufficient.

The retention or reclamation of variable remuneration is limited to share-based long-term remuneration. Cooperation between members of the Supervisory Board and the Management Board is characterised by regular exchange and a high level of trust. The Supervisory Board considers legal remedies or the enforcement of any claims for damages against the Management Board member to be sufficient in unlikely justified cases.