AIXTRON SE is a European stock company (Societas Europaea) and is subject not only to the German stock corporation law but also to the superordinate European SE regulations and the German SE Implementation Act. The Company has a two tier board structure consisting of an Executive Board and a Supervisory Board.
The Executive Board is responsible for managing the Company and informs the Supervisory Board regularly, comprehensively, and without delay about all relevant issues involving strategy, planning, business development, the risk situation, risk management, and compliance.
The Supervisory Board appoints the Executive Board members and monitors and advises the Executive Board in its management duties. To perform certain transactions and measures specified by law, the Articles of Association of AIXTRON SE, or the Executive Board’s rules of procedure, the Executive Board must obtain the prior approval of the Supervisory Board. The Executive Board is also required to report to the Supervisory Board on the conclusion, amendment, or termination of important agreements that do not require approval under the Articles of Association or the Executive Board’s rules of procedures. The Executive Board is also required to notify the Supervisory Board of all material events, even those that do not require the approval of the Supervisory Board.
In 2023, the Executive Board and the Supervisory Board worked closely together for the benefit of the Company and all stakeholders. The shared objective is to secure and expand AIXTRON’s leading market positions in the long term in order to benefit from growing end markets.
No committees have been set up by AIXTRON SE’s Executive Board.
With the approval of the Supervisory Board, the Executive Board has set up an Executive Committee (EC) to support the Executive Board in managing the company. The EC is made up of experienced managers from the organisation and the Executive Board and consists of five people as at the end of December 2023. It is responsible for managing the product portfolio and technology and product development as well as the operating business and current projects.
The Supervisory Board of AIXTRON SE has set up four committees, an Audit Committee, a Capital Market Committee, a Nomination Committee, and a Remuneration Committee. The Supervisory Board is authorized to establish additional committees from among its members.
The Audit Committee consists of one Chairwoman and two other members. As an independent member, the Chairwoman of the Audit Committee, Prof. Dr. Anna Weber, has expertise in the areas of accounting and auditing (Section 107 para. 4, Section 100 para. 5 AktG) and special knowledge and experience in the application of internal control and risk management systems. Sustainability reporting and the respective audit are also part of accounting and auditing. A further member of the Audit Committee, Mr. Kim Schindelhauer, also has expertise in the field of accounting. The members are also familiar with the sector in which AIXTRON is represented, which particularly due to their many years of experience. The Audit Committee deals in particular with the audit of the accounting, the monitoring of the accounting process, corporate governance and compliance, the effectiveness of the internal control system, the risk management system, and the internal audit system. The Audit Committee also deals with the audit of the financial statements, the assessment of the quality of the audit, and the review of the Group Non-Financial Report to be prepared by the Company. The Audit Committee discusses with the auditor the assessment of the audit risk, the audit strategy and planning, and the audit results. The Chairwoman regularly confers with the auditor on the progress of the audit and reports her findings to the Audit Committee. In accordance with
D.10 GCGC, the Audit Committee also consults regularly with the auditor without the presence of the Executive Board. Furthermore, the Audit Committee submits to the full Supervisory Board a reasoned recommendation for the appointment of the auditor. In accordance with the resolution of the Annual General Meeting of May 17, 2023, the Supervisory Board appointed KPMG AG Wirtschaftsprüfungsgesellschaft, Essen, as auditor. The Audit Committee monitors the independence of the auditor and the additional services provided by the auditor. Finally, it deals with the issuing of the audit mandate to the auditor, the determination of audit focus matters, and the fee agreement. The Chairwoman of the Audit Committee, Prof. Dr. Anna Weber, reports regularly to the Supervisory Board on the work of the Audit Committee.
For the purpose of evaluating, supporting and implementing projects with capital market relevance, a Capital Market Committee i set up, consisting of three members, the Chairman of the Supervisory Board and two other members of the Supervisory Board.
The Nomination Committee, consists of three members, including Mr. Kim Schindelhauer as Chairman. He prepares nominations to the full Supervisory Board for the appointment of new board members and deals with succession planning for positions on the Supervisory Board.
The Remuneration Committee consists of four members, including Mr. Frits van Hout as Chairman. It deals with the application of the remuneration system in accordance with the requirements of ARUG II and the GCGC.
Further details on the work of the Executive Board, Supervisory Board and committees during fiscal year 2023 can be found in this Annual Report in the Report of the Supervisory Board. Full details on the composition of the committees can be found in the section Executive Board and its Composition.
According to Article 8 of AIXTRON SE’s Articles of Association, the Executive Board consists of two or more people. The Supervisory Board determines the precise number of Executive Board members. It also decides whether there should be a Chairman and whether deputy members or a Deputy Chairman should be appointed. At the time of reporting, the Supervisory Board consists of two members following the departure of Executive Board member Dr. Jochen Linck from the Executive Board:
Executive Board
(as of December 31, 2023)
| Name | Position |
Since
|
End of Term |
| Dr. Felix Grawert | Chairman | August 14, 2017 | August 13, 2025 |
| Dr. Christian Danninger | Member | May 01, 2021 | pril 30, 2029 |
Notwithstanding the Executive Board’s overall legal responsibility and the obligation of the Executive Board members to collaborate closely and in confidence with their colleagues, the assigned responsibilities of the individual members of the Executive Board in accordance with the currently valid business distribution plan as of December 11, 2023 are as follows:
The Chairman of the Executive Board, Dr. Grawert, coordinates the work of the Executive Board and is additionally responsible for Strategy, Marketing, Sales, Customer Service, Innovation, Research and Development as well as Operations (Procurement, Manufacturing and Logistics, Quality Management, Facility Management).
Executive Board member Dr. Danninger is responsible for the Group's Finance and Reporting, Human Resources, Investor Relations & Communications, ESG (Environment, Social and Governance), Corporate Governance, Compliance & Risk Management, Information Security, Information Technology and Legal.
The Executive Board member Dr. Linck was, until leaving at 30. September 2023, responsible for Research and Development as well as Operations (Procurement, Manufacturing and Logistics, Quality Management, Facility Management) and Information Technology.
With the approval of the Supervisory Board, the Executive Board has adopted Rules of Procedure which are regularly reviewed for their appropriateness and topicality. Among other things, they contain a list of matters of fundamental or significant importance on which the Executive Board must formally resolve. This concerns, for example, decisions on the Company’s strategies, business plans and budgets; material changes to the Company and Group structure; the commencement or cessation of areas of activity of the Company; the acquisition and sale of land or land rights; the conclusion, amendment and termination of corporate or significant license agreements; the award of major external consulting and research contracts; fundamental issues relating to human resources and personnel policy; determining the principles for representation in business organizations and associations; appointments to the management and supervisory bodies of subsidiaries and associated companies; important publications and information for the public outside of mandatory disclosure duties; initiating lawsuits and legal disputes; providing collateral and assuming guarantees.
The Rules of Procedure for the Executive Board and the Articles of Association each contain a catalog of significant transactions and measures that additionally require the prior approval of the Supervisory Board. The transactions and measures requiring approval under the Articles of Association or the Rules of Procedure include, for example, decisions on the establishment or sale of business premises, the acquisition or sale of land, the commencement or cessation of areas of activity, or the granting or taking out of loans.
In accordance with the Rules of Procedure, meetings of the Executive Board are held at least twice a month and whenever required for the good of the Company. Meetings of the Executive Board are convened and chaired by the Chairman of the Executive Board. Each member of the Executive Board can arrange an additional meeting on a specific topic at any time. If the Chairman of the Executive Board is unable to attend, the meeting is chaired by the member of the Executive Board designated for this purpose by the Chairman of the Executive Board, or by the oldest member of the Executive Board. The Executive Board constitutes a quorum if all members have been invited and more than half of its members are present at the time a resolution is adopted, whereby members of the Executive Board connected by telephone or video conference are deemed to be present. Unless otherwise stipulated by law, the Articles of Association or the Rules of Procedure, the Executive Board adopts resolutions by a simple majority of the votes cast. In the event of a tie, the Chairman of the Executive Board has the casting vote. If there are two members of the Executive Board, the Chairman of the Supervisory Board must be consulted and asked to mediate in the event of a tie.
Each member of the Executive Board must disclose any conflicts of interest to the Supervisory Board without delay and inform the other members of the Executive Board accordingly. Members of the Executive Board may only take on secondary activities, in particular supervisory board mandates outside the Company, with the approval of the Supervisory Board.
AIXTRON is a globally operating company in a highly dynamic and technologically demanding market environment. It is therefore of strategic importance for AIXTRON to have a competent Executive Board and to appoint suitable candidates to the Executive Board. Following the generational change on the Executive Board, the Supervisory Board is also pursuing long-term succession planning. The Nomination Committee bases its work on the requirements and competency profile that has been developed and described, which is continuously reviewed and refined. As part of succession planning, the Supervisory Board and the Executive Board will also discuss potential internal candidates for the Executive Board. The age limit for the Executive Board is 65 and is set out in the Executive Board’s Rules of Procedure.
Pursuant to Article 11 of AIXTRON SE’s Articles of Association, the Supervisory Board consists of six members. According to the Articles of Association, the members of the Supervisory Board are appointed until the end of the Annual General Meeting which resolves on the approval of the Supervisory Board’s activities for the fourth fiscal year after the term of office begins, whereby the fiscal year in which the appointment was made is not included. The Annual General Meeting may provide for a shorter term of office.
The Supervisory Board elects a Chairman and a Deputy Chairman from among its members. The Supervisory Board Chairman convenes and conducts the Supervisory Board meetings. If he is unable to do so, his Deputy takes over this function.
The Supervisory Board has adopted Rules of Procedure. They govern the tasks, rights and obligations of the Supervisory Board, the organization of meetings and resolutions, and the formation of committees. The Rules of Procedure of the Supervisory Board were last revised in December 2023. The Audit Committee has separate Rules of Procedure established by the Supervisory Board.
The Chairman of the Supervisory Board is generally available for discussions with investors but only to the extent that such discussions take place within a reasonable framework and the topics fall within the sole competence of the Supervisory Board. One meeting was held with the Chairman of the Supervisory Board in the past financial year. The topics discussed were succession planning on the Supervisory Board, diversity and Executive Board remuneration.
As of December 31, 2023, the composition of the Supervisory Board in accordance with the Articles of Association and as determined by the Annual General Meeting was as follows:
Composition of the Supervisory Board
(as of December 31, 2023
1) Member of the Audit Committee
2) Member of the Capital Market Committee
3) Member of the Nomination Committee
4) Member of the Remuneration Committee
5) Former AIXTRON Executive Board member
Composition of Committees
(as of December 31, 2023)
The Supervisory Board shall comprise what it considers to be a sufficient number of independent members (recommendation C.6 GCGC). Accordingly, the Supervisory Board has set itself the goal that more than half of its members shall be independent (recommendation C.7 GCGC). The Chairman of the Supervisory Board shall be independent of the Company and the Executive Board (recommendation C.10 GCGC). AIXTRON considers Mr. Schindelhauer to be independent despite the long period of time he has been a member of the Supervisory Board. During his time as Chairman of the Supervisory Board, Mr. Schindelhauer has always maintained a professional distance from the Company and the Executive Board and has fulfilled his monitoring and advisory duties by applying an appropriate critical attitude at all times (recommendation C.8 GCGC).
As all members of the Supervisory Board, which consists exclusively of elected shareholder representatives, are therefore to be regarded as independent, this recommendation is also met.
The Supervisory Board includes Mr. Schindelhauer, a former member of the Executive Board, whose term of office as a member of the Executive Board, however, was more than two years ago (see also C.7 GCGC). The Supervisory Board therefore complies with recommendation C.11 of the GCGC that it shall not include more than two former members of the Executive Board.
The Supervisory Board must include at least one member with expertise in the field of auditing and at least one other member with expertise in the field of accounting. These requirements are met by the two members, Prof. Dr. Weber and Mr. Schindelhauer.
Ahead of the Supervisory Board meeting in December 2023, the members of the Supervisory Board completed a self-evaluation questionnaire. After evaluation of the questionnaire, the Supervisory Board determined that the Supervisory Board performs its activities effectively in accordance with recommendation D.12 of the GCGC.
Further mandates of the members of the Executive Board and the Supervisory Board are listed in the Notes to the Consolidated Financial Statements in section 36 Supervisory Board and Executive Board.
The Company did not enter into or carry out any material transactions with any related parties in the fiscal year 2023.
The Audit Committee is chaired by Prof. Dr. Weber, an independent and expert member of the Supervisory Board in accordance with recommendation D.3 GCGC. She is not the same person as the Chairman of the Supervisory Board. In the persons of Prof. Dr. Weber and Mr. Schindelhauer, the Audit Committee includes one member with expertise in the field of auditing and one further member with expertise in the field of accounting.
The Supervisory Board regularly holds four ordinary meetings and the Audit Committee seven ordinary meetings per calendar year. Extraordinary Supervisory Board meetings as well as meetings of the Audit, Nomination, Remuneration, and Capital Market Committees are convened as required.
The Executive Board reports regularly to the Supervisory Board and its committees on the company's situation. At the request of the Chairman of the Supervisory Board, or the Chairpersons of the Committees, the Executive Board regularly attends the ordinary meetings of the Supervisory Board or individual committee meetings, reports in writing and orally on the individual agenda items and draft resolutions, and answers the questions of individual Supervisory Board members. Between meetings, all members of the Supervisory Board receive detailed quarterly reports from the Executive Board on the situation of the Company. In addition, the Chairman of the Supervisory Board or the Chairwoman of the Audit Committee are informed by the Executive Board about important developments and upcoming important decisions in telephone calls and personal discussions. In accordance with recommendation D.6 GCGC, meetings are also held without participation of the Executive Board.
As a rule, resolutions of the Supervisory Board and its committees are passed at the meetings. In justified exceptional cases, Supervisory Board members may also participate in a meeting of the Supervisory Board or a committee by telephone or video conference. The Supervisory Board and its committees each constitute a quorum if two thirds of the members participate in the vote (outside of meetings by means of a vote conducted in writing, by fax, by telephone or by e-mail, or by a combination of the aforementioned communication media, provided that no member of the Supervisory Board objects to this procedure). Resolutions require a simple majority of the votes cast. In the event of a tie, the chairman of the meeting has the casting vote.
Each member of the Supervisory Board shall disclose to the Supervisory Board any conflicts of interest, in particular those that may arise as a result of a consultancy or directorship function with customers, suppliers, lenders or other third parties. Any conflicts of interest on the part of a member of the Supervisory Board that are material and not merely temporary shall result in that person having to resign from office.
In fiscal year 2023, the Supervisory Board conducted an internal self-evaluation based on a questionnaire, taking into account AIXTRON-specific criteria. The results were discussed by the Supervisory Board and confirmed that cooperation both within the Supervisory Board and with the Executive Board was characterized by a high degree of trust and openness. The Supervisory Board and its committees were also considered to be adequately informed and effective in their work. Hence there is no fundamental need for change. Based on the feedback received, the Remuneration Committee was asked to draw up a proposal for adjusting the remuneration of the Supervisory Board.
Pursuant to Sections 76 para. 4, 111 para. 5 AktG, companies listed on the stock exchange or subject to co-determination must set target figures for the proportion of women on their supervisory boards, executive boards and the two management levels below the executive board. The GCGC reflects these regulations in principle 3 and principle 9 sentence 2 for the executive board and in recommendation C.1 sentence 2 for the supervisory board.
AIXTRON aims to increase both the proportion of women and the internationality of its employees and managers. In doing so, the Company is primarily committed to the professional and social skills of all employees.
The Supervisory Board of AIXTRON SE has set the following target figures for the proportion of women to be reached by December 31, 2025:
|
Level |
Target as of 31.12.2025 |
Women’s quota as of 31.12.2023 |
Determined by |
|
Supervisory Board |
33% |
33% |
Supervisory Board |
|
Executive Board |
0% |
0% |
Supervisory Board |
The Supervisory Board consists of six members. It continues to include two women, bringing the proportion of female Supervisory Board members to around 33% as of December 31, 2023. The current composition of the Executive Board is in line with the target set for the Executive Board.
The Executive Board of AIXTRON SE has set itself the objective of specifically promoting women in the Company. In line with this objective, the Executive Board has now raised the targets for the proportion of women to 10% for the first level below the Executive Board and to 20% for the second level below the Executive Board. These targets are to be achieved by December 31, 2025.
| Level | Target as of 31.12.2025 |
Women’s quota as of 31.12.2023 |
Determined by |
| 1st tier management | 10% | 11% | Executive Board |
| 2nd tier management | 20% | 23% | Executive Board |
Based on the current composition of the Executive Board, no changes in the composition are initially planned until the end of 2025, so that the target for the proportion of women on the Executive Board valid until December 31, 2025 has been set at 0%. The proportion of women at all management levels should be increased in the long term. To this end, the Executive Board has rolled out various personnel development initiatives that promote the advancement of female talent at AIXTRON. These include, for example, coaching and mentoring programs for selected female managers. In addition, there were regular women’s network meetings in 2023, which enabled participants to share their views on strategic corporate management topics. In order to ensure equal participation of women in management positions, the Supervisory Board and Executive Board of AIXTRON SE are focusing even more on women when evaluating job candidates.
As required by the GCGC, AIXTRON has addressed the issue of objectives with regard to an appropriate level of diversity in the Company’s management (recommendations B.1 and C.1).
When proposing the appointment of new Executive Board members by the Nomination Committee, the Supervisory Board takes into account their personal and professional suitability, international experience and leadership qualities, the age limit set for members of the Executive Board, and diversity – also with regard to aspects such as age, gender, and educational and professional background. The Executive Board shall consist of members with different, complementary skill profiles as well as a sufficient age mix and possess different personalities. In addition to the above-mentioned qualities, members of the Executive Board should, as far as possible, have different knowledge and experience as well as educational and professional backgrounds, both individually and in their entirety as a team. In view of the Company's international orientation, experience abroad is an advantage. In its search for suitable candidates to fill vacant positions on the Executive Board, the Supervisory Board took account of the diversity concept and, as part of this, also considered female candidates.
The Supervisory Board has set the target for the proportion of women on the Supervisory Board at 33% by December 31, 2025. With Prof. Dr. Petra Denk and Prof. Dr. Anna Weber, two of the six members of the Supervisory Board are currently women, corresponding to a proportion of around 33%.
The targets for the composition of the Supervisory Board are shown in detail below:
In addition to the objectives set for its composition, the Supervisory Board has also drawn up a skills profile for the Supervisory Board as a whole. In view of AIXTRON’s business activities and the markets addressed by the Company, the Supervisory Board shall have expertise in the areas of technology, finance/accounting, capital markets, strategy and corporate governance, and in ecological sustainability topics of relevance to AIXTRON SE. Furthermore, a established network of contacts and many years of experience in the respective disciplines are advantageous.
The requirement for diversity within the Supervisory Board (recommendation C.1 sentence 2 GCGC ) is fulfilled, among other things, as a result of the diverse skills of the individual Supervisory Board members (with regard to areas such as finance, capital markets, M&A, and technology and markets).
The Executive Board and the Supervisory Board of AIXTRON SE are convinced that the composition of the Supervisory Board fully complies with its own objectives and skills profile as well as with the requirement of the current GCGC for appropriate diversity and an appropriate number of independent Supervisory Board members.
As Chairwoman of the Audit Committee of AIXTRON SE, Prof. Dr. Anna Weber has expertise in the field of accounting and auditing. She is an auditor and a member of the Supervisory Board and Chairwoman of the Audit Committee of another listed company. She is also a professor of general business administration specializing in external accounting. The Chairman of the Supervisory Board, Mr. Kim Schindelhauer, also has expertise in the field of accounting. He was active at AIXTRON as Chief Executive Officer, Chief Financial Officer and Commercial Director as well as in various management positions in the finance department of other international groups (recommendation D.3 GCGC).
In the following qualification matrix (recommendation C.1 GCGC), the Supervisory Board presents a clear overview of the implementation status of the desired skills profile for the Supervisory Board as a whole:
1) In accordance with the German Corporate Governance Code
2) Criterion met (+), based on self-assessment by Supervisory Board member
3) Experience as Executive Board member of capital market-oriented companies of similar complexity or comparable experience
Detailed information on the structure and amount of remuneration paid to the individual Executive Board members and on the remuneration of the members of the Supervisory Board as well as an exact list of the outstanding Executive Board stock options can be found in the Company’s Remuneration Report.
The remuneration system pursuant to Section 87a para. 1 and para. 2, sentence 1 AktG approved by the 2020 Annual General Meeting with an approval rate of 90.3% is publicly available on the Company's website under Executive Board Remuneration Policy. In accordance with Section 113 para. 3 AktG, the Annual General Meeting 2021 confirmed the remuneration of the Supervisory Board; this resolution is also available on the Company's website under Voting Results AGM 2021. A Remuneration Report prepared in accordance with Section 162 AktG for the past fiscal year, together with an auditor’s report in accordance with Section 162 AktG, is also available on the Company’s website under Executive Board Remuneration Report.
The Annual General Meeting was held on 17 May 2023 in presence. The invitation to the Annual General Meeting was published in due time in the German Federal Gazette (“Bundesanzeiger”) in accordance with the statutory requirements and contained, among other things, the agenda with the proposed resolutions of the administration or the Supervisory Board as well as the conditions for attending the Annual General Meeting and exercising voting rights. All reports and documents required by law were available on the AIXTRON website, in the Annual General Meeting section, from the time the Annual General Meeting was convened. After the Annual General Meeting, AIXTRON published the attendance and voting results on its website.
Eight agenda items were put to the vote. All resolutions were passed with clear majorities, with about 67% of AIXTRON's share capital being represented at the Annual General Meeting at the time of voting.
AIXTRON regularly and promptly informs interested parties such as customers, suppliers, shareholders, shareholder associations, potential investors, financial analysts, and the media of the Group’s business developments. The internet is the primary communication channel used for this purpose.
Reports on the business situation and financial results of AIXTRON SE and the AIXTRON Group are made available in German and/or English, in the form of:
The date of the Annual General Meeting and the publication dates of the financial reports are listed in the Company’s Financial Calendar on the AIXTRON website. This calendar, as well as the reports, speech manuscripts, presentations, webcasts, and announcements listed above, can be freely viewed on the AIXTRON website.
The quarterly reports as of March 31 and September 30, the half-year report as of June 30 and the consolidated financial statements as of December 31, 2023 were prepared in accordance with International Financial Reporting Standards (IFRS). The Separate Financial Statements of AIXTRON SE for fiscal year 2023 and the Combined Management Report were prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG).
The Consolidated Financial Statements and the Separate Financial Statements of AIXTRON SE were audited by the auditor and approved and adopted by the Supervisory Board. It was agreed with the auditor that the Chairman of the Supervisory Board or the Chairwoman of the Audit Committee would be informed immediately of any reasons for exclusion or exemption or any inaccuracies in the Declaration of Conformity that arise during the audit. No such duties to inform were triggered in the year under review.
Alan Tai
Taiwan/Singapore
Christof Sommerhalter
USA
Christian Geng
Europe
Hisatoshi Hagiwara
Japan
Nam Kyu Lee
South Korea
Wei (William) Song
China
AIXTRON SE (Headquarters)
AIXTRON 24/7 Technical Support Line
AIXTRON Europe
AIXTRON Ltd (UK)
AIXTRON K.K. (Japan)
AIXTRON Korea Co., Ltd.
AIXTRON Taiwan Co., Ltd. (Main Office)
AIXTRON Inc. (USA)
Laura Preinich
Recruiter
Tom Lankes
Talent Acquisition Expert- Ausbildungsleitung
Christoph Pütz
Senior Manager ESG & Sustainability
Christian Ludwig
Vice President Investor Relations & Corporate Communications
Ralf Penner
Senior IR Manager
Christian Ludwig
Vice President Investor Relations & Corporate Communications
Prof. Dr. Michael Heuken
Vice President Advanced Technologies