austriamicrosystems AG, as an Austrian company listed in Switzerland, is subject to the regulations of the SWX 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, austriamicrosystems publishes corporate governance information in its Annual Report in a separate section entitled Corporate Governance. The current annual report of austriamicrosystems in electronic format is available here.

Austrian Corporate Governance Code

As an Austrian stock company, austriamicrosystems 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.

However, since austriamicrosystems 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, austriamicrosystems AG has stated the following additional deviations from the recommendations of the Austrian Corporate Governance Code in its declaration of commitment:

– Rule 38, 54: In the interest of ensuring the continuity of corporate management, the company does not consider the introduction of formal age limits for members of the Management Board and the Supervisory Board necessary. This issue is decided on for individual cases by the Supervisory Board and the Shareholders’ Meeting respectively.

– Rule 51: The application of this rule cannot be implemented by the company, since the Shareholders’ Meeting decides on the composition of the Supervisory Board without any reservations.

– Rule 28: The 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 compliance with Rule 34 of the Austrian Corporate Governance Codex, the relevant sections of the rules of procedure of the supervisory board are available here (in German). The articles of association of austriamicrosystems are available here (in German).

Management Transactions

In compliance with the disclosure provisions of the Austrian Corporate Governance Code, information on management transactions requiring publication can be accessed on the SWX Swiss Exchange's website.