Compliance Statement according to § 289f HGB
Statement according to § 161 AktG
On 25 January 2019, 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 7 February 2017) 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, Executive Board and 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.
Provisions according to § 76 para. 4 und § 111 para. 5 AktG
InVision AG does not have management levels below the Executive Board. Therefore, a determination pursuant to section 76 para. 4 AktG cannot be made. The Supervisory Board has defined a share of women of at least 0% as the target size for the Management Board and for the Supervisory Board pursuant to section 111 para. 5 AktG. The target size was achieved in 2018.
Düsseldorf, 25 January 2019
The Executive Board and the Supervisory Board of InVision AG