ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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MANAGEMENT BOARD ELMOS – THE COMPANY THE ELMOS SHARE CORPORATE GOVERNANCE 98 16. BOARD REMUNERATION Remuneration of Management Board and Supervisory Board for 2004 As of December 31, 2004 the following members of Management Board and Supervi- sory Board held ELMOS shares: Management Board Reinhard Senf 1,948 shares Dr. Peter Thoma 7,200 shares Dr. Klaus Weyer 10,000 shares Aufsichtsrat Dr. Burkhard Dreher 1,900 shares Herbert Sporea 2,265 shares The following directors’ dealings took place in 2004: ÿ Dr. Klaus Weyer Sale of 5,040 shares at 13.81 Euro on September 28, 2004 and of 1,166 shares at 13.84 Euro on September 29, 2004 ÿ Elke Zimmer (wife of Prof. Dr. Günter Zimmer) Purchase of 1,407 shares at 13.07 Euro and of 593 shares at 13.08 Euro on November 12, 2004 ÿ Dr. Peter Thoma Fixed remuneration Euro Variable remuneration Euro Purchase of 1,000 shares at 12.96 Euro on November 30, 2004 Share options Management Board 897,000 435,000 60,000 Supervisory Board 89,000* 128,000 0 * expenses included
GROUP STATUS REPORT FINANCIAL STATEMENTS GROUP STRUCTURE GLOSSARY Financial statements ÿ Notes Auditor’s certificate 17. DECLARATION ACCORDING TO § 161 AKTG ON THE CORPORATE GOVERNANCE CODE ELMOS Semiconductor AG issued the declaration required by § 161 AktG for 2004 and made it accessible to the shareholders. Management Board and Supervisory Board of ELMOS Semiconductor AG declare in accordance with § 161 AktG: “ELMOS Semiconductor AG complies with the recommendations of the “Government Commission German Corporate Governance Code” (in short: GCGC) in its version of May 21, 2003 with the following exceptions: ÿ The currently valid D&O insurance for Supervisory Board and Management Board does not provide for a deductible for the board members (GCGC No. 3.8). Based on the undefined legal position concerning personal liability of the individual Board members, an adaptation of the insurance is currently not being realized. ÿ No limit (“cap”) is possible for already issued share options with regard to the Management Board members’ remuneration with share options in case of ex- traordinary, unforeseeable developments (GCGC No. 4.2.3). Beginning in the year 2004, the Supervisory Board will issue share options to members of the Manage- ment Board only with a cap provided for. ÿ Even though the Management Board members’ remuneration is stated in the internet as well as the annual report with reference to fixed components, success-dependent components, and components with a long-term incentive effect (share options), these statements are made in summarized and not individualized form (GCGC No. 4.2.4). ÿ Deviant with the recommendations, the procedural rules of the Supervisory Board of ELMOS Semiconductor AG provide for the implementation of profes- sionally qualified committees and a board of examiners only if the number of six Supervisory Board members is exceeded (GCGC Nos. 5.3.1 and 5.3.2). ÿ The Supervisory Board members’ remuneration also consists of fixed components and success-dependent components. Supervisory Board remuneration is stated in the internet as well as the annual report with reference to its components, yet not individualized. Remuneration paid by ELMOS Semiconductor AG to Supervi- sory Board members for individually performed services, in particular consulta- tions and negotiations, is not individually stated in the notes to the consolidated financial statements (GCGC No. 5.4.5).” Dortmund, February 2005 The Management Board Knut Hinrichs Dr. Klaus Weyer Dr. Peter Thoma Reinhard Senf elmos annual report 2004 99
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ANNUAL REPORT 2004
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Five-year overview ELMOS Group acco
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ÿ Chronicle 2004 1 ST QUARTER 2 ND
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ÿ Table of contents MANAGEMENT BOA
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MANAGEMENT BOARD ELMOS - THE COMPAN
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ELMOS IS A PART OF YOUR CAR’S FUT
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ELMOS NETWORKS YOUR CAR EFFECTIVELY
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GROUP STATUS REPORT FINANCIAL STATE
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ELMOS ASSISTS YOUR DRIVING At night
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ELMOS ASSISTS YOUR DRIVING Innovati
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ELMOS CONNECTS ELECTRONICS WITH MEC
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ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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