Compliance Statement according to § 289f HGB
Statement according to § 161 AktG
On 27 January 2023, the Executive Board and Supervisory Board of InVision AG declared that the Company has not complied and will not comply with the recommendations of the “Government Commission of the German Corporate Governance Code” (Code in the version dated 28 April 2022) as announced by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger). Given the size and the market capitalisation of the Company as well as their orientation, compliance would involve a disproportionate amount of effort. Notwithstanding this, the Executive Board and the Supervisory Board of the Company respect the standards of good and responsible corporate management, as recorded in the Code, to secure the continued existence of the Company and to ensure sustainable value creation.
Operating principles of the Executive Board and Supervisory Board
The executive board manages the company under the control of the supervisory board. The executive board and the supervisory board work together closely and maintain regular contact for the benefit of the company. The executive board informs the supervisory board in a comprehensive, timely manner of business developments, planning, exposure to risk and any deviations in respect of the original business plan. The activities of the executive board and the supervisory board are specified in separate Rules of Procedure.
The executive board is responsible for managing InVision AG and currently consists of one member.
The supervisory board of InVision AG appoints, monitors and advises the executive board and is directly involved in decisions that are of critical importance for the company. The chairman of the supervisory board coordinates the work of this board. The members of the supervisory board are elected by the shareholders at the Annual Shareholders’ Meeting. The supervisory board of InVision AG currently consists of three members. The Supervisory Board also forms the Audit Committee; no other committees are currently formed.
Compensation of the Executive Board and Supervisory Board
The Compensation Report for fiscal year 2021 approved by the Annual General Meeting of InVision AG on 30 August 2022 is publicly available on this website under the section Corporate Governance/Compensation Reports. The currently applicable remuneration system for the Executive Board approved by the Annual General Meeting of InVision AG on 8 October 2021 is available for download on this website at Corporate Governance/Executive and Supervisory Board. The resolution on the compensation of the Executive Board and Supervisory Board is publicly available in the invitation incl. the agenda of the Annual General Meeting 2021 (agenda items 8 and 9) on this website under the section Shareholders’ Meetings.
Provisions according to § 76 para. 4 und § 111 para. 5 AktG (German Stock Corporation Act)
Pursuant to section 76 para. 4 of the German Stock Corporation Act (AktG), the Executive Board of InVision AG has set a target of 50 percent women at the management level below the Executive Board by the end of 2025. As of 31 December 2022, the share of women at this management level was 33 percent (end of 2021: 21 percent).
Pursuant to Section 111 para. 5 of the German Stock Corporation Act (AktG), the Supervisory Board of InVision AG has set a target of 50 percent women for both the Supervisory Board and the Executive Board by the end of 2025. As of 31 December 2022, the share of women on the Supervisory Board and the Executive Board was 0 percent, as at the end of 2021 fiscal year.
Düsseldorf, 27 January 2023
The Executive Board and the Supervisory Board of InVision AG