Diversity concept for Executive Board and Supervisory Board

Executive Board

As provided for by the DCGK 2020, AIXTRON has addressed diversity objectives (“diversity”) in corporate governance (recommendations B.1 and C.1).

When proposing the appointment of new members to the Executive Board by the Nominating Committee, the Supervisory Board takes into account their personal and professional suitability, international experience and leadership quality, the age limit set for members of the Executive Board, and diversity, including aspects such as age, gender, and educational and professional background. The Executive Board should consist of members with different, complementary competence profiles as well as a sufficient age mix and possess different personalities.

In addition to the above-mentioned qualities, members of the Executive Board should, as far as possible, have different knowledge and experience as well as educational and professional backgrounds, both individually and in their entirety as a team. In view of the Company's international orientation, experience abroad is an advantage. In its search for suitable candidates to fill vacant positions on the Executive Board, the Supervisory Board took account of the diversity concept and, as part of this, also considered female candidates.

Supervisory Board

The Supervisory Board had set the target for the proportion of women on the Supervisory Board at 16.7% and the deadline for achieving this target on December 31, 2021. With Prof. Dr. Petra Denk and Prof. Dr. Anna Weber, two of the five members of the Supervisory Board are women currently (40%).

The targets for the compositions of the Supervisory Board are shown in detail below:

• When proposing candidates for election to the Supervisory Board, the Nomination Committee ensures that the Supervisory Board always includes members who, individually and collectively as a team, have the knowledge, skills and professional experience required to properly perform their duties. Furthermore, the members should be independent. In this way, the nomination committee contributes to increasing the efficiency and transparency of the selection process. As a general rule, Supervisory Boards should be elected for the longest period of time permitted by the statutes.
• AIXTRON is strongly export-oriented. Experience in AIXTRON’s specific electronics and semiconductor markets is therefore a great advantage. 
• As a general rule, an age limit of 70 years should be appropriate for Supervisory Board members upon retirement. New Supervisory Board members should be available to the Company for at least two election periods.
• It is desirable that the individual members of the supervisory board have the most diverse education, qualifications, expertise and international experience possible in order to have the knowledge, skills and professional experience necessary to properly perform their duties. Company- and product-oriented coverage with an understanding of the business model, the industry-specific features and the processes in the various corporate areas of business administration, accounting, auditing, corporate development, capital market, technology, equipment business, markets/distribution, semiconductor market etc. are advantageous.
• It is in the best interests of the company to utilize the potential of well-trained and motivated employees of different nationalities and genders. The Supervisory Board considers appropriate participation of women on the Supervisory Board to be very important, which is reflected in the current proportion of women on the Supervisory Board of 40%.
• In its opinion, the Supervisory Board should have a sufficient number of independent members, whereby a member of the Supervisory Board shall not be considered independent in particular if he or she has a business or personal relationship with the company, its executive bodies, a controlling shareholder or a company affiliated with the latter that could give rise to a material and not merely temporary conflict of interest.More than half of the Supervisory Board shall consist of independent members.
• No more than two former members of the Executive Board shall be members of the Supervisory Board.
• The members of the Supervisory Board shall not exercise directorships or similar positions or advisory tasks for important competitors of the enterprise.
• At least one member of the Supervisory Board must have expertise in the field of accounting and at least one other member of the Supervisory Board must have expertise in the field of auditing. These two members shall then also be members of the Audit Committee.
• Due to the increased demands on the professionalization of the Supervisory Board and in order to simultaneously ensure the greatest possible efficiency of the Supervisory Board’s activities as in previous years, new Supervisory Board members should not hold more than five mandates in other listed companies or other companies if they have comparable requirements.

In addition to the goals set for its composition, the Supervisory Board has also drawn up a competence profile for the entire Board. In view of AIXTRON’s business activities and the markets addressed by the Company, the Supervisory Board shall have competencies in the areas of technology, finance/accounting, capital markets, strategy and corporate governance. Furthermore, a grown network of contacts and many years of experience in the respective disciplines are advantageous.

The requirement for diversity within the Supervisory Board (recommendation C.1 sentence 2 DCGK 2020) is taken into account, among other things, as a result of the diverse competencies of the individual Supervisory Board members (with regard to areas such as finance, capital markets, M&A, and technology and markets). 

The Executive Board and the Supervisory Board of AIXTRON SE are convinced that the composition of the Supervisory Board fully complies with its own objectives and competence profile as well as with the requirement of the DCGK for appropriate diversity and an appropriate number of independent Supervisory Board members.

Shareholders and Annual General Meeting

As in 2020, the Annual General Meeting in the 2021 fiscal year was held in completely virtual form again on May 19, 2021, due to the COVID 19 pandemic and the associated contact restrictions. The invitation to the Annual General Meeting was published in due time in the German Federal Gazette (Bundesanzeiger) in accordance with the statutory requirements and contained, among other things, the agenda with the proposed resolutions of the administration or the Supervisory Board as well as the conditions for attending the Annual General Meeting and exercising voting rights. All reports and documents required by law were available on the AIXTRON website from the time the General Meeting was convened. Immediately after the Annual General Meeting, AIXTRON published the attendance and voting results on its website.

Six out of seven agenda items were put to the vote. All resolutions were passed with clear majorities, with slightly more than 63% of AIXTRON's share capital being represented at the AGM.

Transparency

To ensure maximum transparency, AIXTRON regularly and promptly informs interested parties such as customers, suppliers, shareholders, shareholder associations, potential investors, financial analysts and the media of the Group’s business developments. The internet is the primary communication channel used for this purpose.

Reports 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:

• The combined Annual Report with the Consolidated Financial Statements, the Group Management Report and the Supervisory Board Report,
• The Financial Statements of AIXTRON SE,
• The Non-financial Group Report (Sustainability Report),
• Interim financial reports,
• Quarterly conference calls for the press and analysts and respective transcripts,
• Company presentations,
• Publication of insider information, corporate and press releases.

The date of the Annual General Meeting or the publication dates of the financial reports are summarized in the Company’s financial calendar on the AIXTRON website in the section Investors/events and dates. This calendar, as well as the reports, speech manuscripts, presentations, webcasts, and announcements listed above, can be freely viewed on the AIXTRON website for a certain period of time.

Accounting and Audit of the Annual Financial Statements

The quarterly reports as of 31 March, 30 June, 30 September and the consolidated financial statements as of 31 December 2021 were prepared in accordance with the International Financial Reporting Standards (IFRS). The separate financial statements of AIXTRON SE for fiscal year 2021 were prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG).

The consolidated financial statements and the individual financial statements of AIXTRON SE were audited by the auditor and approved by the Supervisory Board. It was agreed with the auditors that the Chairman of the Supervisory Board or the Chair of the Audit Committee would be informed immediately of any reasons for exclusion or exemption or any inaccuracies in the Declaration of Conformity that arise during the audit. No such duties to inform were triggered in the year under review.