Information on Corporate Governance Practices

AIXTRON SE has defined a Code of Ethics which applies throughout the entire Group and is primarily aimed at Executive Board members, managers and selected employees in the finance department. The aim of this Code is to promote honest and ethical conduct, including the handling of conflicts of interest, the on time disclosure of complete, accurate, and clear quarterly and annual reports, compliance with applicable laws, rules and regulations, and the prompt internal reporting of breaches of the Code where necessary, and to ensure accountability for compliance with the Code. It is published on the AIXTRON website under Code of Ethics.

In addition, a Compliance Code of Conduct applies to the Executive Board, Supervisory Board, and the senior management team as well as to all employees throughout the Company, which obliges them to behave responsibly and in accordance with the law. Among the topics addressed, this Code covers the following topics: responsibility and respect towards people and the environment, compliance with the legal frameworks, lawful and ethical conduct of each individual employee, loyalty to the Company, fair and respectful treatment of employees, rejection of any form of discrimination, dealing responsibly with corporate risks, acting in an environmentally responsible manner, safety in all working areas, working professionally, reliability and fairness in all business relationships, compliance with guidelines regarding granting/acceptance of benefits, handling of insider information, and the handling of Company property. The full text of the Compliance Code of Conduct can be downloaded from the AIXTRON website at Code of Conduct.

Furthermore, AIXTRON issued a Group-wide Compliance Manual which applies to all members of the Executive Board, the Supervisory Board, as well the senior management, and which further sets out the principles of the Compliance Code of Conduct. The Compliance Manual provides detailed explanations on AIXTRON’s compliance organization, the legal, regulatory and internal requirements, and the resulting conduct requirements for the Executive Board, Supervisory Board, senior management team, and employees. This Compliance Manual is regularly updated to reflect new and/or amended legal, regulatory and internal requirements. The compliance manual was rewritten during 2023 and will be published in first quarter 2024. The main aim was to further increase the comprehensibility of the requirements. The communication of the content is an essential part of the company-wide compliance trainings offering. Participation in compliance training is mandatory for members of the senior management team and for all other company employees across the group. This is controlled and monitored by our compliance department.

In addition, every quarter all members of the Company’s senior management team, as well as selected employees declare in writing that the compliance requirements were adhered to in their area of responsibility. If the Compliance Manual has been updated, they also declare that they will take note of the updated version, follow and communicate its contents within their area of responsibility, and monitor its implementation. Leadership principles have also been defined for the Company’s managers, which include rules of conduct for managers when dealing with their employees.

AIXTRON’s corporate governance system is based on the risks and opportunities that arise for the company. The combined management report presents the key aspects of the risk management system (RMS) and the internal control system (ICS). These systems comply with legal requirements and international standards – such as the German Stock Corporation Act (AktG), the German Corporate Governance Code (GCGC), or the auditing standard IDW PS 340 new version issued by the Institute of Public Auditors in Germany (“Institut der Wirtschaftsprüfer”, IDW). The AIXTRON Group’s Senior Vice President & Chief Compliance Officer is responsible for the implementation and maintenance of these systems and regularly reports to the Chief Financial Officer and the full Executive Board on the effectiveness of the corporate governance management systems used. In addition, he regularly reports to the Audit Committee of AIXTRON SE’s Supervisory Board or to its Chairwoman. In fiscal year 2023, the risk management system (RMS) and the internal control system (ICS) were reviewed by external experts (Deloitte) with respects to the core elements, the framework and selected risks and controls on the basis of the auditing standards IDW PS 981 and PS 982. This review did not reveal any indications that speak against the appropriateness and effectiveness of these systems. Based on the information provided to the Executive Board of AIXTRON SE, it is not aware of any circumstances that speak against the appropriateness and effectiveness of the risk management system (RMS) or the internal control system (ICS).

AIXTRON also has implemented a whistleblower mechanism and adapted it to the requirements of the German Whistleblower Protection Act (HinSchG) in the course of 2023. Notifications of violations of legal, regulatory or internal company requirements can be sent confidentially to the Chairman of the Supervisory Board of AIXTRON SE via a specified e-mail address or in the form of an email. The Chairman of the Supervisory Board decides together with the Compliance department, depending on the subject matter and scope of the report, whether to involve other persons and/or bodies. In the event of proven violations or deficiencies, the involved persons/bodies will work out proposed solutions with the aim of a prompt remedy, including any necessary sanctions and improvements to the management and monitoring processes. All information received will be treated discreetly, confidentially, and anonymously by the persons/ bodies involved.

In addition, in 2023 AIXTRON introduced a compliance program for the protection of human rights and the environment in the AIXTRON business area and supply chain, which is based on the German Supply Chain Due Diligence Act (LkSG), in order to be prepared for a possible future mandatory application of the LkSG. In particular, this includes a policy statement on human rights and environmental strategy, a code of conduct for suppliers and a complaints procedure for reporting human rights and environmental risks and violations. The mentioned documents can be found on the AIXTRON website under Supplier Management.