Declaration of compliance

The Supervisory Board sees no reason to limit the term of office to a maximum of three years for the initial appointment of members of the Executive Board who were previously employees of adesso. In the opinion of the Supervisory Board, this provides an adequate basis for trust, even in the case of longer-term engagement.

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 Code's recommendations. Nevertheless, the Supervisory Board regards the particular expertise of its Chairman, as a co-founder and indirect principal shareholder of the company, and the resulting interests of the Chairman as an indirect major shareholder of the company, as beneficial and sufficient for the monitoring tasks.

The supervisory board is of the opinion that the monitoring and control function is also fulfilled without regular meetings excluding the management board. Rather, in the opinion of the supervisory board, the presence of the management board offers 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 portion from short-term targets. The Supervisory Board views the relation established in the remuneration system for members of the Executive Board as sufficient in the interest of sustainable and long-term corporate development, especially since the granting of a partially share-based long-term remuneration provides sufficient incentives for this.

Only part of the long-term variable remuneration is paid in shares through the option to acquire stock options, which only become due four years after their option issue date. The members of the Board of Executive Directors can also dispose of the remaining long-term variable remuneration at an earlier stage. The system does not provide for an investment obligation primarily in shares of the company, especially since part of the variable remuneration is already granted on a share-oriented basis. The Supervisory Board considers the share-oriented portion of the long-term variable remuneration and its incentive effect in terms of sustainable and long-term corporate development to be sufficient.

The retention or clawback of variable remuneration is limited to share-based long-term remuneration. The cooperation between the members of the Supervisory Board and the members of the Executive Board is characterised by regular dialogue and a high level of trust. The Supervisory Board considers the legal remedies and the enforcement of any claims for damages against the member of the Executive Board to be sufficient in the unlikely event of such claims being justified.