Taller 2 la autoestima y el buen rendimiento académico

As a German corporation (“AG”), SUSS MicroTec is subject to German stock corporation law and, therefore, has a dual management and control structure, which is exercised by the members of the Management and Supervisory Boards. The Management Board and Supervisory Board cooperate in a goal-oriented and efficient manner, taking into account the interests of our employees and shareholders, in order to pro- mote the sustainable enhancement of the Company’s value. The members of the Management Board bear joint responsi- bility for all management activities. They are responsible for the development of the Company’s strategy, coordinating this

with the Supervisory Board, and ensuring that it is carried out in a responsible manner.

The Supervisory Board monitors and consults the Manage- ment Board with regard to the management of the Company and appoints the members of the Management Board. Sig- nificant Management Board decisions – for example, acqui- sitions, divestments, and financial transactions – require the approval of the Supervisory Board. The Supervisory Board of SUSS MicroTec is not co-determined and no committees were formed. There is thus nothing to report regarding the composi- tion and working procedures of the committees.

The Management Board and the Supervisory Board always cooperate very closely in the interest of the Company and with the common goal of achieving a sustainable increase in the enterprise value. The Management Board informs the Supervi- sory Board about business policy and all relevant issues related to planning, business development, risk position, and risk man- agement on a regular, prompt, and comprehensive basis. Devi- ations in business developments from the established plans and targets are explained and reasons for these are provided. As is stipulated in the German Corporate Governance Code, only one former member of the Management Board belongs to the Supervisory Board of SUSS MicroTec AG (this being Dr. Stefan Reineck). In the 2012 reporting year, there were again no consultancy agreements or other service or labor contracts between the members of the Supervisory Board and the Com- pany. No conflicts of interest among Management and Super- visory Board members requiring immediate disclosure to the Supervisory Board occurred in the 2012 fiscal year.

tARGetS AnD CRIteRIA FoR the CoMpoSItIon oF the SupeRVISoRY BoARD oF SuSS MICRoteC

Since the German Corporate Governance Code was revised as of May 15, 2012, the Supervisory Board has adjusted the goals for its composition at its meeting on December 18, 2012 in view of Section 5.4.1 of the Code and reauthorized them as follows:

“The composition of SUSS MicroTec AG’s Supervisory Board is designed to ensure that the Company develops positively with regard to sustainable profitability and to ensure the continu- ous adaptation to rapidly changing requirements through con- structive consultation and monitoring of the Management Board on the basis of relevant expertise. Sufficient diversity of expertise among the members will generate a broad spectrum of experience and varying perspectives that can be used to the benefit of the Company.

SUSS MicroTec AG is a technology-oriented Company that is aligned with the global market and that must compete and develop in a very dynamic and technologically demanding environment. This necessitates that members of the Super- visory Board possess the ability to make assessments regard- ing technology and have relevant knowledge of markets on an international scale. Consequently, it is the objective of the Supervisory Board to not only attract individuals who are expe- rienced financial experts but also to cover these areas as well. Of particular importance in terms of technological expertise is relevant knowledge of the semiconductor and semiconduc- tor-related industry and its equipment suppliers. In order to be able to assess trends and developments in our very dynamic markets farsightedly and reliably, international experience and extremely active networks must be represented in the Super- visory Board.

In addition to this key expertise, the Company expects from successful Supervisory Board members and candidates broad experience in other areas which contribute in as complemen- tary a fashion as possible to the optimal composition of the Supervisory Board. Among these areas are knowledge and experience of strategic corporate development, including mergers and acquisitions, the capital markets, capital markets communication, the recruitment of executives, modern remu- neration models for all levels, and a heightened sensitivity for economic and ecological principles.

Depending on the Company’s current situation, it can make sense to adjust the weighting of individual criteria and to pro- pose corresponding changes to the Supervisory Board at the Shareholders’ Meeting. For this purpose, the Supervisory Board monitors the Company’s situation and evaluates the composi- tion of the board at regular intervals.

With regard to the composition of the Supervisory Board, in the future more consideration is to be given to women in order to achieve an appropriate level of representation. The Supervisory Board and Management Board do not currently regard setting a quota to be expedient. In view of the size of the Supervisory Board, the Management Board and Supervisory Board do not regard as expedient setting a minimum number of indepen- dent Supervisory Board members beyond the legal require- ments in order not to restrict excessively future discretion in the selection of Supervisory Board members.

The age limit for Supervisory Board members is 71.

Conflicts of interest are avoided in staffing the Supervisory Board by having the candidates make declarations prior to an election stating that they have no conflicts of interest. If potential or actual conflicts arise during an elected term, cor- responding rules for the Supervisory Board and Management Board require that they be disclosed and handled appropriately by the full council of the Supervisory Board.”

The following can be reported regarding the status of imple- mentation: the Supervisory Board regards the composition of the Supervisory Board as appropriate in view of established targets and the current situation of the Company. In particular, the Supervisory Board has a sufficient number of independent members. Mr. Teichert in particular fulfills the requirements of Section 100 (5) of the German Stock Corporation Law (AktG) for an independent member of the Supervisory Board possessing professional expertise in the areas of accounting or the prepa- ration of financial statements.