The Executive Board and Supervisory Board of First Sensor AG declare in accordance with Section 161 AktG that, since the last declaration of compliance on July 29, 2022 the company currently complies with and will continue to comply with the recommendations of the Ger-man Corporate Governance Code in its version April 28, 2022, published in the Federal Ga-zette on June 27, 2022, with the exception of the following deviations outlined below.
F.2: The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.
The consolidated financial statements are published within four months from the end of the financial year due to ongoing integration work. In accordance with the stock exchange regulations and the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act), the half-year consolidated financial report is published within no more than two months from the end of the reporting period. The company intends to apply the recommendation F.2. again once integration work is complete.
G.1: Remuneration system of the Management Board
Each year, the Supervisory Board establishes financial and non-financial performance cri-teria for the Management Board members’ variable remuneration that are adapted for the situation in question. This means that the financial and non-financial performance cri-teria that are material for the financial year in question are tailored to the company’s sit-uation at the time these criteria are established. For this reason, the individual financial and non-financial performance criteria are not taken into account in the remuneration system of the company’s Management Board.
G.3: Comparison with other companies
The Supervisory Board sets total remuneration primarily on the basis of the comprehen-sive experience of the individual Supervisory Board members as part of their work on management and governing bodies at other comparable companies in the relevant sec-tor. The company’s remuneration system does not contain any details regarding the es-tablishment of comparative criteria in relation to comparable companies for the purpose of assessing whether total remuneration is in line with usual levels.
G10: Share-based remuneration / vesting period
Based on their employment contracts with TE Connectivity and depending on their role at this company, members of the Management Board receive “restricted stock units”, which are based on shares in TE Connectivity Ltd., as long-term variable remuneration. The re-stricted stock units have a four-year vesting period, although they vest in annual partial amounts and are then provided as shares in TE Connectivity Ltd. After the shares are is-sued, members of the Management Board are free to dispose of them as they wish. There is no four-year vesting period, but members of the Management Board will receive the entire number of restricted stock units only if they hold a corresponding position as a TE Connectivity employee for the entire four-year vesting period.
There is no contractual obligation for a member of the Management Board to invest the variable remuneration amounts granted in shares of the company.
G.11: Claw-back clauses
The contract does not allow for the deduction or repayment of variable remuneration components despite the achievement of the targets specified due to other exceptional circumstances.
G.17 Committee member remuneration
In accordance with recommendation G.17 of the Code, the larger time commitment of the Chair and members of the committees should taken into account appropriately. The company believes that remuneration already takes appropriate account of the larger time commitment of Supervisory Board members. Accordingly, members of the compa-ny’s Supervisory Board committees and their Chair do not receive higher remuneration than the other Supervisory Board members.
Berlin, November 15, 2022
|2022-11-15||Declaration of Compliance 2022 (PDF)|
|2021-11-10||Declaration of Compliance 2021 (PDF)|
|2021-04-29||Declaration of Compliance 2021 (PDF)|
|2021-02-01||Declaration of Compliance 2021 (PDF)|
|2020-08-11||Declaration of Compliance 2020 (PDF)|
|2020-07-07||Declaration of Compliance 2020 (PDF)|
|2019-12-03||Declaration of Compliance 2019 (PDF)|
|2019-03-12||Declaration of Compliance 2019 (PDF)|
|2018-03-15||Declaration of Compliance 2018 (PDF)|
|2017-03-16||Declaration of Compliance 2017 (PDF)|
|2016-07-08||Declaration of Compliance 2016 Update (PDF)|
|2016-03-21||Declaration of Compliance 2016 (PDF)|
Declarations of compliance from previous years are only available in German. Please click here to go to the German page.
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