AIXTRON SE has defined a Code of Ethics which applies throughout the Group and is primarily aimed at Executive Board members as well as managers and selected employees in the finance department. The aim of this Code is to promote upright and ethical conduct, including the handling of conflicts of interest, the timely disclosure of complete, accurate, and clear quarterly and annual reports, compliance with applicable laws, rules and regulations, and the prompt internal reporting of breaches of the Code where necessary, and to ensure accountability for compliance with the Code. It is published on the AIXTRON website under Code of Ethics.

In addition, a Compliance Code of Conduct applies to the Executive and Supervisory Boards, to the senior management team as well as to all employees throughout the Company, holding them accountable for responsible conduct in conformity with the law. Among the topics addressed, this Code covers the following issues: responsibility and respect towards people and the environment, compliance with the legal conditions, lawful and ethical conduct of 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, safety in all working areas, professionalism, 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. The full text of the Compliance Code of Conduct can be downloaded from the AIXTRON website at Code of Conduct.

Furthermore, AIXTRON issued a Group-wide Compliance Manual which applies to all members of the Executive and Supervisory Boards, as well as to senior management, and which further sets out the principles of the Compliance Code of Conduct. The Compliance Manual provides detailed explanations on AIXTRON’s compliance organization, the legal, regulatory and internal requirements, and the resulting conduct requirements for the Executive Board, Supervisory Board, senior management team, and employees. This Compliance Manual is regularly updated to reflect new and/or amended legal, regulatory and internal requirements, most recently in December 2022. The teaching of the contents is an elementary component of the Company-wide compliance training program. Compliance training is mandatory throughout the Group for members of the senior management team as well as for all other Company employees. It is controlled and monitored by our Compliance department.

In addition, every quarter all members of the Company’s senior management team, as well as selected employees declare in writing that the compliance requirements were observed in their area of responsibility. If the Compliance Manual has been updated, they also declare that they will take note of the updated version, follow and communicate its contents within their area of responsibility, and monitor its implementation. Leadership principles have also been defined for the Company’s managers, which include rules of conduct for managers when dealing with staff.

AIXTRON’s corporate governance system is based on the Company’s risks and opportunities. The main features of the risk management system (RMS) and the internal control system (ICS) are explained in the Group Management Report. The design of these systems is based on the legal framework and international standards – such as the German Stock Corporation Act (AktG), the German Corporate Governance Code (GCGC), or the auditing standard IDW PS 340 n.F. issued by the Institute of Public Auditors in Germany (“Institut der Wirtschaftsprüfer”, IDW). The AIXTRON Group’s Senior Vice President/Chief Compliance Officer is responsible for the implementation and maintenance of these systems and regularly reports to the Chief Financial Officer and the full Executive Board on the effectiveness of the installed corporate governance management systems. In addition, he regularly reports to the Audit Committee of AIXTRON SE’s Supervisory Board or its Chairman. In fiscal year 2022, the risk management system (RMS) and the internal control system (ICS) were reviewed by external experts (Deloitte) with regard to the core elements, the framework and selected risks and controls on the basis of the auditing standards IDW PS 981 and PS 982. This review did not reveal any indications that speak against the appropriateness and effectiveness of these systems. Based on the information provided to the Executive Board of AIXTRON SE, it is not aware of any circumstances that could impair the appropriateness and effectiveness of the risk management system (RMS) or the internal control system (ICS).

AIXTRON also has a whistleblower hotline. Notifications of violations of legal, regulatory and internal company requirements can be sent confidentially to the Chairman of the Supervisory Board of AIXTRON SE via a specified e-mail address or in the form of a letter. The Chairman of the Supervisory Board decides together with the Compliance department, depending on the subject matter and scope of the report, whether to involve other persons and/or bodies. In the event of proven violations or grievances, the involved persons/bodies will work out proposed solutions with the aim of a prompt remedy, including any necessary sanctions and improvements to the management and monitoring processes. All information received will be treated discreetly, confidentially, and anonymously by the persons/bodies involved.

Furthermore, AIXTRON has established a Vendor Code of Conduct that defines ethical, moral and legal standards relating to the purchase and use of what are known as conflict minerals (gold, tantalum, tungsten, tin) within the AIXTRON supply chain. The key content of this Code includes information on regulations about the use of conflict minerals, the expectations placed on suppliers and the consequences in the event of non-compliance. The Vendor Code of Conduct is summarized in the Supplier Manual, which can be found on the AIXTRON website under Supplier Management.