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Corporate Governance

Corporate Governance refers to the orientation on sustainable, responsible value creation within a company’s corporate governance and management control. Basic conditions for this are transparency, rapid and comprehensive information of shareholders and the public as well as an efficient cooperation between executive board and supervisory board.


The German Corporate Governance Code adopted in February 2002, in the current version of May 13, 2013 (, contains recommendations and suggestions for managing and supervising listed companies in Germany, with reference to shareholders and the General Shareholders’ Meeting, the Management Board, the Supervisory Board, and to transparency, accounting policies and auditing. There is no obligation to comply with the recommendations and suggestions of the Code. The German Stock Corporation Act (Aktiengesetz) merely requires the Management Board and Supervisory Board of a listed company to make an annual declaration that the recommendations of the Code were complied with or which recommendations were not or are not followed, and why not. The declaration has to be made continuously available on the website of the company.


Executive board and supervisory board of the company identify with the aims of the code, promoting responsible and transparent corporate governance and management control connected with a sustainable growth of shareholder value. The company follows the recommendations of the code with few exceptions.




Declaration on Compliance with the German Corporate Governance Code according to § 161 of the German Stock Corporations Act

27 March 2015

Vtion Wireless Technology AG (the „Company“) has complied with the recommendations of the German Corporate Governance Code (the „Code“) as amended on 13 May during the past business year, currently complies with them and will comply with them in the future, with the exception of the following recommendations of the Code:


1. The D&O insurance entered into by the Company does not provide for a deductible with respect to the members of the Supervisory Board (deviation from no. 3.8 para. 3 of the Code). The Company believes that a deductible is not necessary to strengthen the sense of responsibility of the members of the Supervisory Board in the performance of their duties. Further, two members of the Supervisory board are of Chinese nationality, where such deductibles are uncommon. While the D&O insurance provides for a deductible for Management Board members due to legal requirements, with respect to the Supervisory Board members, a deductible was dispensed with.


2. There is no age limit for Management Board members (deviation from no. 5.1.2 sentence 7 of the Code) and for Supervisory Board members (deviation from no. 5.4.1 sentence 2 of the Code). The Supervisory Board does not consider strict age limits appropriate. In the opinion of the Supervisory Board, it is not plausible why qualified persons with comprehensive experience in career and life shall not be eligible for the Management Board or the Supervisory Board only because of their age.


3. The Supervisory Board has not established any committees (potential deviation from no. 5.3.1, 5.3.2 and 5.3.3 of the Code). Since the reduction of the number of Supervisory Board members to three as resolved by the General Shareholders' Meeting held on 27 June 2013, the establishment of committees no longer promises any advantages, since pursuant to German stock corporation law such committees would have to comprise at least three members – and therefore all Supervisory Board members – in order to be able to adopt resolutions.


4. The remuneration of the members of the Management Board consists of fixed but not variable components (deviation from no. 4.2.3 para. 2 sentence 2 of the Code). In the opinion of the Supervisory Board, the existing fixed components of the remuneration offer a sufficient incentive for the members of the Management Board to be committed to the sustainable development of the Company.


5. Section 4.2.5 of the Code contains recommendations regarding the presentation of the management board remuneration in the remuneration report; inter alia, section 4.2.5 of the Code recommends using certain sample tables. The Company does not comply with this recommendation. Since the members of the Management Board are entitled to a fixed remuneration only, the recommendations of section 4.2.5 of the Code do not promise any additional insight for the shareholders or the public.


6. The Company has usually does not meet the deadline of 90 days after the end of the financial year for the publication of its consolidated financial statements and the deadline of 45 days after the end of the reporting period for the publication of its interim reports (deviation from no. 7.1.2 sentence 4 of the Code). As a young and international company, Vtion Wireless Technology AG places emphasis on applying great care in preparing its financial statements. In addition, the required translations from Chinese language make the preparations of the financial statements time-consuming. Vtion Wireless Technology AG strives to comply with the recommendations for the publication deadlines in the medium term.



Compliance Statement – Mar 2015 (PDF,  38 KB)

Compliance Statement – May 2014 (PDF,  88 KB)

Compliance Statement – May 2013 (PDF,  24 KB)

Compliance Statement – March 2012 (PDF,  24 KB)

Compliance Statement – February 2011 (PDF,  15 KB)

Compliance Statement – June 2010 (PDF,  15 KB)

Compliance Statement – April 2010 (PDF,  14 KB)

Compliance Statement – February 2010 (PDF,  13 KB)