Corporate governance is the responsible and transparent management and monitoring of a company in the interests of the company, so taking into account the concerns of shareholders and employees as well as the interests of any other groups associated with the company (stakeholders) with the aim of sustainable value creation. The objective of the German Corporate Governance Code Commission is to formulate nationally and internationally recognised standards for the legal framework for the management and monitoring of companies in Germany, thus promoting trust in the management and monitoring of these companies on the part of national and international investors, customers, employees, and the general public. The German Corporate Governance Code Commission published the German Corporate Governance Code on February 26, 2002. Since then, the Commission has pursued the development of corporate governance in legislation and in practice, and regularly checks whether the Code requires modification. For information on the German Corporate Governance Code, see Corporate Governance Code. Schweizer Electronic AG welcomes the German Corporate Governance Code that was put forward by the Commission and is regularly updated. Our voluntary commitment to it is implemented through close and efficient cooperation between the Board of Directors and the Board of Management. We also respect shareholder interests and are transparent to all stakeholders thanks to open corporate communication.
The following dealings were communicated to Schweizer Electronic AG (up to and including July 2, 2016, as per Para. 15a of the German Securities Trading Act; as of July 3, 2016, as per Art. 19 of the European Market Abuse Directive):
The principles of responsible and sound corporate governance determine the actions of the management and control bodies of Schweizer Electronic AG. In this declaration, the Board of Management reports upon the company's corporate governance as per Para. 289f in association with Para. 315d of the German Commercial Code (HGB) with due consideration of the German Corporate Governance Code.
The current remuneration system for the members of the Executive Board of Schweizer Electronic AG was endorsed at the Annual Shareholders’ Meeting on June 25, 2021 by a majority of 95.12%.
A full description of the system can be found in the Invitation and Agenda of the Annual General Meeting 2021 under Agenda Item 6 »Resolution on the approval of the remuneration system for the members of the Executive Board» or section IV of the invitation.
The current remuneration system for the members of the Supervisory Board is set out in section 13 of the Articles of Association of Schweizer Electronic AG. They date back to a resolution adopted by the Annual General Meeting on July 1, 2016.
Pursuant to Section 113 (3) German Stock Corporation Act (AktG) the Annual General Meeting on June 25, 2021 confirmed the remuneration of the members of the Supervisory Board regulated in Section 13 of the Articles of Association by a majority of 95.07%.
A full description of the system can be found in the Invitation and Agenda of the Annual General Meeting 2021 under Agenda Item 7 »Resolution on the remuneration for the members of the Supervisory Board» or section V of the invitation.
Here you can find the current statutes of Schweizer Electronic AG and the rules of procedure of the Board of Directors.
The SCHWEIZER notification system gives you the opportunity to report infringements of legal requirements or internal regulations and therefore to help to detect violations of this kind. For SCHWEIZER, compliance with legal requirements and internal regulations has top priority. This is because we are only able to prevent damage to our company, employees, and business partners if rules and standards are observed. For this reason, misconduct must be detected early on.
So that we can deal with indications of infringements fairly and appropriately, we have set up a notification system. This allows employees of SCHWEIZER and third parties to report specific infringements of rights or regulations as well as suspicions of such infringements. All reports are processed with the utmost of confidentiality.