Since the Declaration of Conformity of December 10, 2020 to the time of this declaration INTERSHOP Communications AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version of December 16, 2019, ("Code") with the following exceptions and will comply with them in future with the following exceptions:
a) The Management Board ensures that measures suitable for the risk profile of the company are put into place; however, it does not have a stand-alone compliance system (Code Recommendation A.2, sentence 1) as the company believes that the measures implemented within the framework of the internal control and risk management system are sufficient based on the size of the company. For this reason, the company has not yet set up a whistleblower system in accordance with recommendation A.2, sentence 2 of the Code. However, the company is currently setting up a whistleblower system and will comply with this recommendation in the future.
b) The Supervisory Board has not defined any specific goals and no competence profile in accordance with Recommendation C.1 of the German Corporate Governance Code. The Supervisory Board believes that a precise definition of objectives and a competency profile would limit the selection of suitable Supervisory Board members. The Supervisory Board wishes to make its decisions with regard to proposals about its composition independently and freely based on the respective situation. In this context, the Supervisory Board will ensure diversity in accordance with the recommendation.
c) The Supervisory Board has rules of procedure. However, in order to maintain confidentiality, these are not made available on the company's website (Code Recommendation D.1).
d) Since the Supervisory Board has only three members, it does not form any committees (Recommendation D. 2 sentence 1). Therefore, the members and chairperson of the committees are not named in the Corporate Governance Statement (Recommendation D.2, sentence 2.)
e) The variable remuneration components for the Management Board do not include any share-based remuneration, because the granting of new shares is too costly and an obligation to purchase shares on the market is difficult to implement under insider-trading law (Code recommendation G.10).
Jena, December 14, 2021
INTERSHOP Communications AG
For the Management Board
For the Supervisory Board
Chairman of the Supervisory Board