Infineon achieves full compliance with German Corporate Governance Code and commits to additional measures in its own code
Munich, December 3, 2002 Infineon Technologies AG today published its own Infineon Corporate Governance Code and its declaration of compliance in accordance with article 161 of the German stock corporation act. This marks a further milestone in the implementation of the companys comprehensive corporate governance strategy. It signals that Infineon is fully compliant with all the recommendations of the government commission appointed to frame the German corporate governance code. Moreover, the Infineon code goes beyond these recommendations by defining additional specific measures to ensure effective, value-oriented corporate governance.
As part of the recommendations for good and responsible corporate governance, a retention of 25 percent of the individual fixed annual salary was determined in the Directors & Officers insurance for the members of the Managing Board and a retention of 100 percent of the fixed annual remuneration of the Supervisory Board. In order to monitor and develop the provisions, the company has appointed a Corporate Governance Coordinator, who will report directly to the Managing Board and Supervisory Board.
We support the efforts to further improve the corporate governance of German companies, which by any international comparison is already exemplary, said Dr. Ulrich Schumacher, President and CEO of Infineon Technologies AG. We are even going a step further with our own Corporate Governance Code and want to make our objectives for value-oriented management and supervision of the company even more transparent for our shareholders, customers, employees and the general public. We will develop this code on an ongoing basis and regularly verify compliance with its provisions across the entire company.
What the Infineon Managing Board and Supervisory Board understand by corporate governance is a comprehensive concept that covers all entrepreneurial values, processes and objectives. It includes beside the Corporate Governance Code internal controlling standards as well as guiding principles for entrepreneurial conduct, commonly known as business conduct guidelines. And it also incorporates the guiding principles governing the organizational and supervisory obligations of the company.
The additional proposals of the government commission have also been implemented to the fullest possible extent at Infineon, with just two points of variance:
By producing its own Infineon Corporate Governance Code, the company is setting itself additional targets which exceed the requirements of the government commission code. The most important of these include:
For detailed information on Infineons corporate governance system, visit the "Corporate Governance" section of our Internet site.
As part of the recommendations for good and responsible corporate governance, a retention of 25 percent of the individual fixed annual salary was determined in the Directors & Officers insurance for the members of the Managing Board and a retention of 100 percent of the fixed annual remuneration of the Supervisory Board. In order to monitor and develop the provisions, the company has appointed a Corporate Governance Coordinator, who will report directly to the Managing Board and Supervisory Board.
We support the efforts to further improve the corporate governance of German companies, which by any international comparison is already exemplary, said Dr. Ulrich Schumacher, President and CEO of Infineon Technologies AG. We are even going a step further with our own Corporate Governance Code and want to make our objectives for value-oriented management and supervision of the company even more transparent for our shareholders, customers, employees and the general public. We will develop this code on an ongoing basis and regularly verify compliance with its provisions across the entire company.
What the Infineon Managing Board and Supervisory Board understand by corporate governance is a comprehensive concept that covers all entrepreneurial values, processes and objectives. It includes beside the Corporate Governance Code internal controlling standards as well as guiding principles for entrepreneurial conduct, commonly known as business conduct guidelines. And it also incorporates the guiding principles governing the organizational and supervisory obligations of the company.
The additional proposals of the government commission have also been implemented to the fullest possible extent at Infineon, with just two points of variance:
- The compensation of the Managing Board is published separately according to fixed and variable components and stock options, albeit not specified in any further detail. The main reason for this is that all members of the Managing Board share the responsibility for managing the company. This solution was already part of Infineons transparent reporting system in previous years and describes the companys success- and performance-related compensation system as an important building block for results-based corporate governance. For both Managing Board and employees, the variable compensation component is linked to the attainment of specific performance targets. In addition to their compensation, the Infineon Managing Board and selected managers receive stock options, which represent a long-term incentive to achieve a sustained increase in the share price.
- The Chairman of the Supervisory Board is also the Chairman of the Audit Committee.
By producing its own Infineon Corporate Governance Code, the company is setting itself additional targets which exceed the requirements of the government commission code. The most important of these include:
- Infineon shall keep its shareholders and the general public comprehensively and openly informed about the company and will endeavor to build on what is, when measured against the competition, already an excellent position in quarterly reporting particularly at the level of the Business Segments.
- The exercise of shareholder voting rights, especially at the Annual General Meeting, shall be supported and facilitated, for example by the broadcasting of the Annual General Meeting and the exercising of voting rights via the Internet.
- As part of the two-tier Managing Board and Supervisory Board system, regular discussions on cooperation and support shall be held between these two bodies with the aim of improving efficiency.
For detailed information on Infineons corporate governance system, visit the "Corporate Governance" section of our Internet site.
About Infineon
Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions for applications in the wired and wireless communications markets, for security systems and smartcards, for the automotive and industrial sectors, as well as memory products. A global player, Infineon operates in the USA from San Jose, California, in the Asia-Pacific region from Singapore and in Japan from Tokyo. Employing about 30,400 people worldwide, the company achieved sales of EUR 5.21 billion in fiscal 2002 (ending September). Infineon is listed on the DAX index of the Frankfurt Stock Exchange and on the New York Stock Exchange (NYSE) under the ticker symbol IFX. Further information is available at www.infineon.com.
Information Number
INFXX200212.023e