Corporate Governance

Corporate governance declaration pursuant Art. 289a HGB (Corporate Governance Report in unison)
The Executive Board – at the same time also for the Supervisory Board – reports pursuant to Art. 3.10 of the German Corporate Governance Code about the corporate governance at the SINGULUS TECHNOLOGIES AG as follows:
Responsible and sustainable corporate governance was also very important to the SINGULUS TECHNOLOGIES AG in 2009. The Executive and Supervisory Boards unanimously agreed the implementation of the changed guidelines of the German Corporate Governance Code. The Executive and Supervisory Boards regard corporate governance as a process integrated into the company’s development, which is constantly progressed. With a maximum of transparency the SINGULUS TECHNOLOGIES AG makes corporate processes comprehensible and promotes an open and trusting relationship with the shareholders.

Close cooperation of Executive and Supervisory Boards
As a German corporation (Aktiengesellschaft) the SINGULUS TECHNOLOGIES AG has a dual management and control structure according to German corporate law. Executive and Supervisory Boards work closely together for the benefit of the company. The Executive Board reports regularly, timely and in detail to the Supervisory Board about the relevant issues of corporate planning, the strategic development, the course of business activities and the overall situation of the Group. The Chairman of the Supervisory is in constant contact with the Executive Board. He usually visits the company several times a month to inform himself about the business activities and to advise the Executive Board on decisions. According to the by-laws of the Supervisory Board, significant business decisions are subject to the approval by the Supervisory Board. In the business year 2009 13 Supervisory Board meetings took place, thereof 5 as conference calls.

Members and work of the Executive Board
The Executive Board of the SINGULUS TECHNOLOGIES AG is comprised of three members. It is the management body of the company. In managing the company the Executive Board is solely obligated to the interests of the company and follows the goal of a sustainable increase in the enterprise value.

Mr. Stefan A. Baustert was the Chief Executive Officer until August 17, 2009 and responsible for the departments Finance, Sales & Marketing, Strategy and Public Relations. As additional member of the Executive Board, Dr.-Ing. Anton Pawlakowitsch headed the divisions Technology and Research & Development of the SINGULUS TECHNOLOGIES. Mr. Hans-Jürgen Stangl, responsible for the new business segment Solar, was member of the Executive Board until he was dismissed on July 30, 2009.

Roland Lacher, who has temporarily been appointed to the Executive Board by the Supervisory Board pursuant to Art. 105 Para. 2 AktG until March 31, 2010, is Chief Executive Office since August 17, 2009. In addition, the Supervisory Board agreed on August 17, 2009 to appoint Dr.-Ing. Stefan Rinck as the third member of the Executive Board with effect from September 1, 2009. Dr. Rinck will take over the position as Chief Executive Officer from Mr. Lacher on April 1, 2010.

Members and work of the Supervisory Board
The Supervisory Board is comprised of three members. The term of office of the members of the Supervisory Boards ends with the conclusion of the Annual General Meeting, which resolves the discharge for the business year 2010.

Mr. Thomas Geitner, member of the Supervisory Board of our company since its IPO in November 1997, stepped down from his position for professional reasons after nearly twelve years with effect from the Annual General Meeting in May 2009. As a replacement the Annual General Meeting 2009 appointed Dr.-Ing. Wolfhard Leichnitz as a new member of the Supervisory Board.

On August 17, 2009 the Supervisory Board resolved to temporarily appoint the Chairman of the Supervisory Board of the company, Roland Lacher, to the Executive Board with immediate effect until March 31, 2010 pursuant to Art. 105 Para. 2 AktG. Here, Mr. Lacher took over the position as Chief Executive Officer until he will return to the Supervisory Board of SINGULUS on April 1, 2010.

During the time of Mr. Lacher’s assignment to the Executive Board, the Deputy Chairman of the Supervisory Board, Dr. Wolfhard Leichnitz will be Chairman of the Supervisory Board. To avoid a vacancy in the Supervisory Board of SINGULUS, which shall consist of three members according to the by-laws of the company, the Supervisory Board and at the same time the Local Court Aschaffenburg proposed Dipl.-Betriebswirt and MBA Jürgen Lauer to be temporarily appointed to the Supervisory Board of the company until March 31, 2010. In the subsequent meeting the Supervisory Board appointed the member Günter Bachmann as Deputy Chairman.
The Supervisory Board advises and monitors the Executive Board with respect to the company’s management. It discusses the business trends and planning, the strategy and its implementation. It analyzes the financial reports and examines the annual accounts. Significant decisions by the Executive Board such as major acquisitions and financial measures are subject to the Supervisory Board’s approval according to the by-laws. The Supervisory Board also refrained from forming audit committees or other Supervisory Board committees in 2009 since committees do not make sense with a Supervisory Board with three members.

For additional information about the work of the Supervisory Board in the business year 2009 please refer to the Report of the Supervisory Board.

There were no advisory or other services and work contracts between the members of the Supervisory Board and the company in the past business year.

Transparency and communications
The Executive Board publishes potentially share price-relevant information concerning the SINGULUS TECHNOLOGIES AG immediately unless being exempt in individual cases. All ad hoc announcements published in 2009 are available on our website. In addition, the company keeps an insider register which includes all people with access to insider information. These persons are regularly informed in detail about the resulting legal obligations.

The SINGULUS TECHNOLOGIES AG makes sure that the shareholders of the company are able to gain timely and extensive access to information about the situation of the company through the information provided on its internet website. Amongst others, the company publishes its financial reports and company presentations as well as the corporate calendar under www.singulus.de in the section Investor Relations. To improve transparency and to support the stock price the SINGULUS TECHNOLOGIES AG held XX analyst conferences and numerous one-on-one discussions with investors.

Besides the ad hoc announcements and the Directors' Dealings pursuant to § 15a WpHG as well as the voting right announcements pursuant to Art. 21 et seqq., the declaration of conformity to the German Corporate Governance Code, the Code itself as well as the articles of incorporation of the SINGULUS TECHNOLOGIES AG are available on SINGULUS' website under Investor Relations / Corporate Governance.

Accounting principles and audit of financial accounts
Since the business year 2004 the Group’s annual accounts, the annual accounts and the interim accounts have been drawn up according to the International Financial Reporting Standards (IFRS) and are internationally comparable. The annual accounts were audited by the Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. Interim reports were made public within 45 days after the end of the respective quarter, the consolidated annual accounts and the annual financial statements within 90 days after the end of the business year. Half-year and quarterly financial reports are not subject to an audit. Important aspects are discussed with the Supervisory Board before the publication.

The annual report for the business year 2009 is available for download on the website of the SINGULUS TECHNOLOGIES AG.

Compensation
Similar to the past years SINGULUS TECHNOLOGIES individually reports the fixed and variable components of the compensation as well as the compensation components with long-term incentives for the members of the Executive Board. The information can be found in the Compensation Report as part of the Corporate Governance Report. The Compensation Report sets forth the compensation systems for the members of the Executive Board in detail and also describes the implementation of the current stock option plans and similar incentive systems. In addition, the remuneration of the members of the Supervisory Board is stated individually.

Directors’ Dealings/Shareholdings
The information about securities transactions of the members of the Executive Board and the Supervisory Board of the SINGULUS TECHNOLOGIES AG and related persons pursuant to § 15a German Securities Trading Act (WpHG) as well as shareholdings are listed in the Compensation Report as part of the Corporate Governance Report and also on the website under Investor Relations / Singulus Stock / Directors' Dealings.