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Corporate Governance

 

ams AG, as an Austrian company listed in Switzerland, is subject to the regulations of the SIX Swiss Exchange’s directive concerning information on Corporate Governance (“Swiss Corporate Governance Directive”). The Swiss Corporate Governance Directive in electronic format is available here.

According to the Swiss Corporate Governance Directive, ams publishes corporate governance information in its Annual Report in a separate section entitled Corporate Governance. The current annual report of ams in electronic format is available here.

Austrian Corporate Governance Code

As an Austrian stock company, ams AG has committed itself to complying with the Austrian Corporate Governance Code in a declaration of commitment. This code represents a voluntary commitment of companies to the principles of transparent corporate governance and contains corresponding recommendations. The code in electronic format is available here in German and English.

However, since ams AG is not listed in Austria, it has – in compliance with the principle of the Preamble of the Austrian Corporate Governance Code – in its declaration of commitment exempted itself from those guidelines of the Austrian Corporate Governance Code which are based on the provisions of the Austrian Stock Corporation Act or closely associated with it. Furthermore, ams AG has stated the following additional deviations from the L- and C-recommendations of the Austrian Corporate Governance Code:

  • Rule 27a: Severance payments accrued under previous contracts may exceed the remuneration for the balance period of the contract. Severance pay accrued under previous contracts will be paid out in case of termination of the current contract due to gross misconduct.
  • Rule 28: The passing of a resolution on stock option plans for the Management Board foreseen by this rule is effected by the Supervisory Board’s Staff Committee in the interest of a consistent remuneration policy for members of the Management Board. In the interest of a consistent implementation of the share-based compensation schemes the members of the Management Board participate in the employee stock option plans (SOP) detailed in pt. 2.7 of the chapter on corporate governance in the Annual Report.
  • Rule 53, 54: Application of these rules cannot be determined by the company because the Annual General Meeting decides upon membership of the Supervisory Board without restrictions. Oriented on Appendix 1 of the Austrian Corporate Governance Code, the members of the Supervisory Board are to be seen as independent for the purpose of rules 53 and 54.
  • Rule 66: The company prepares the quarterly reports for the first half year according to IAS 34 (half year report), while a shortened reporting format is chosen for the first and third quarter of each year.

In compliance with the Austrian Corporate Governance Code, the relevant sections of the rules of procedure of the supervisory board are available here (in German). The articles of association of ams are available here (in German).

Management Transactions / Disclosure of Shareholdings

In compliance with the disclosure provisions of the Austrian Corporate Governance Code, information on management transactions requiring publication and disclosed shareholdings can be accessed on the SIX Swiss Exchange Regulation website for management transactions and disclosed shareholdings.