The Executive Board of the SINGULUS TECHNOLOGIES AG is currently comprised of two members. It is the management body of the company. In managing the company the Executive Board is solely obligated to the interests of the company and follows the goal of a sustainable increase in the enterprise value.
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The current members of the Executive Board are Dr.-Ing. Stefan Rinck and Mr. Markus Ehret. Since April 1, 2010 Dr.-Ing. Stefan Rinck is the Chief Executive Officer, Mr. Markus Ehret is member of the Executive Board of the SINGULUS TECHNOLOGIES AG since April 19, 2010. Both members of the Executive Board have concluded new employment contracts in 2012.
As Chief Executive Officer Dr.-Ing. Stefan Rinck is responsible for the departments Production, Marketing & Sales, Technology, Research & Development as well as Strategy and International Operations. Mr. Markus Ehret is responsible for the areas finance, Controlling, Investor Relations, Human Resources, Procurement and IT.
The compensation of the Executive Board is specified in detail in the Compensation Report (c. page 81).
for many years the Executive Board has already been employing women in management positions. Accordingly, two of the three authorized representatives of the SINGULUS TECHNOLOGIES AG are female.
Members and work of the Supervisory Board
The Supervisory Board is comprised of three members. No employee representative is a member of the Supervisory Board.
The Supervisory Board is currently comprised of Dr.-Ing. wolfhard Leichnitz, Ms. Christine Kreidl wP/StB and Dr. rer. nat. Rolf Blessing. Dr.-Ing. wolfhard Leichnitz has been a member of the Supervisory Board since 2009 and is Chairman of the Supervisory Board since 2011. Dr. rer. nat. Rolf Blessing is a member of the Supervisory Board since 2011. Until November 30, 2012 Mr. Günter Bachmann served as member of the Supervisory Board of the SINGULUS TECHNOLOGIES AG. Mr. Günter Bachmann had been a member of the Supervisory Board since 2008 and stepped down from his position for personal reasons. following a corresponding authorization resolution by the Supervisory, the Executive Board recommended Ms. Christine Kreidl as a member of the Supervisory Board to the Local Court Aschaffenburg and she was appointed as a member of the Super- visory Board with effect from December 4, 2012 until the Annual
General Meeting on June 6, 2013. Ms. Christine Kreidl was elected as Deputy Chairperson by the Supervisory Board. She is a Certified Public Accountant and Tax Advisor and worked at one of the big international auditing companies, her last position being member of the Executive Board. Accordingly, she can contribute a lot of experience and expertise to the Supervisory Board, amongst others in the areas of accounting and auditing.
The Supervisory Board also refrained from forming audit committees or other Supervisory Board committees in 2012 since committees are not reasonable for a Supervisory Board with three members.
The Supervisory Board amended its bylaws with respect to Art. 5.4.1. of the Code on January 24, 2013; henceforth it is required that the Supervisory Board is to be comprised of two thirds of independent members in the sense of Art. 5.4.2. of the Code. Currently all members of the Supervisory Board are independent. At the same time the Supervisory Board modified the terms for the selection of candidates, which are recommended to the Annual General Meeting for appointment to the Supervisory Board. These candidates should have the following expertise and experience, while not all criteria have to be met:
→ know-how of the core business areas, in particular the competitive situation and the customers’ requirements;
→ professional expertise regarding the technologic challenges related to the development of new machines;
→ experience with complex development projects;
→ international business experience, including outside of Europe;
→ experience with national and international marketing & sales structure;
→ expertise in the areas capital markets and investor relations;
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One member of the Supervisory Board should have in-depth knowledge in the areas accounting and auditing. Members should display personality, integrity, professionalism, willingness to perform and independence. Nationality and gender should not play a role in the selection of a candidate. The Supervisory Board has refrained from introducing a fixed women’s quota. Although the Supervisory Board very much welcomes the appointment of a woman to the Supervisory Board with Ms. Christine Kreidl, it does not regard the fixation of a quota for the participation of women as reasonable. The provision that the Supervisory Board should not recommend anyone for appoint- ment to the Supervisory Board for a tenure exceeding the person’s age of 70 remained unchanged.
As an additional modification of the bylaws, the Supervisory Board resolved to generally hold meetings as meetings in presence. In case of an unexpected personal incapability to be present, a participation and involvement of individual Supervisory Board members at a meeting in presence is also possible via telephone or video conference. Provided that all members of the Supervisory Board agree, a meeting and resolution via telephone or video conference is admissible. The Supervisory Board met in twelve meetings in the business year 2012. The Supervisory Board reviews the efficiency of its work every year.
for detailed information about the work of the Supervisory Board in the business year 2012 please refer to the Report of the Supervisory Board on pages 16 to 23.
There were no advisory or other services and work contracts in place between the members of the Supervisory Board and the company in the past business year.