Declaration of compliance

For the initial appointment of Executive Board members who have previously been employees of adesso, the Supervisory Board sees no need to limit the contract term to a maximum of three years. In the opinion of the Supervisory Board, this provides a sufficient basis for confidence in a longer-term commitment.

At the time of issuing this declaration, the Supervisory Board decided to draw up a formal profile of skills and expertise for the entire Board and to set specific targets for its composition. Until the status of implementation is disclosed in the form of a skills matrix in the next corporate governance declaration, a deviation is declared as a precautionary measure.

The Chairman of the Supervisory Board is not to be regarded as independent of the company and the Executive Board within the meaning of the recommendations of the Code. Nevertheless, the supervisory board considers the special competence of its chairman as co-founder and indirect main shareholder of the company as well as the resulting own interest position as indirect largest shareholder of the company to be advantageous and sufficient for the supervisory tasks.

The Supervisory Board considers the monitoring and control function to be given even withoutregular meeting under exclusion of the Executive Board. Ratherrather, in the view of the supervisory board, the presence of the executive board provides an additional opportunity to receive, review and evaluate current information about the company.

The variable remuneration resulting from the achievement of long-term oriented goals does not exceed the share resulting from short-term oriented goals. The Supervisory Board considers the ratio defined in the remuneration system for Executive Board members to be sufficient for the purpose 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 a portion of the long-term variable remuneration amounts is paid on a share-oriented basis through the possibility of acquiring share options, which do not become due until four years after their option issue date. The Executive Board members can also dispose of the remaining long-term variable remuneration amounts earlier. The system does not provide for an investment obligation predominantly in shares of the company, especially since part of the variable remuneration amounts is already granted on a share-oriented basis. The Supervisory Board considers the share-based part of the long-term variable remuneration amounts provided for in the remuneration system for Executive Board members and its incentive effect to be sufficient in terms of sustainable and long-term corporate development.

The withholding or reclaiming of variable remuneration is limited to share-based long-term is limited to share-based long-term remuneration. The cooperation between Supervisory Board and Executive Board members is characterised by regular exchange and great trust. The Supervisory Board provides for The Supervisory Board considers the legal remedies or the enforcement of any claims for damages against the Executive Board member to be sufficient for unlikely justified cases.