Investor Relations Corporate Governance

Corporate governance stands for responsible corporate management and control geared towards long-term value creation. Efficient cooperation between the Management Board and Supervisory Board, clear rules, respect for shareholders' interests, openness and transparency in corporate communication are key aspects of good corporate governance.

Responsible and long-term oriented management and control of the Company is of key significance of Corporate Governance. Efficient cooperation between the Board of Directors and the Supervisory Board, clear rules, respect for shareholders’ interests, open and transparent corporate communications, customer orientation, fair business practices and the protection of intellectual property are core principles of Company management.

Declaration of PSI Software SE in accordance with Article 161 of the German Stock Corporation Act (Aktiengesetz - AktG)

The Executive Board and Supervisory Board of PSI Software SE declare pursuant to Article 161 of the German Stock Corporation Act:

PSI Software SE has complied and continues to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated April 28, 2022, published in the Federal Gazette on June 27, 2022, since the last declaration of compliance dated March 22, 2024, with the following exceptions:

  • Recommendation B.3: The Supervisory Board has appointed Mr. Robert Klaffus, who will take up his position on the Executive Board in the second half of 2023 and assume the position of Chief Executive Officer, as a member of the Executive Board for a period of five years in deviation from this recommendation. With this step, the Supervisory Board is initiating the generation change on the Executive Board and supporting PSI's further growth. In this context, the initial appointment of Mr. Klaffus for a period of five years creates the necessary planning reliability and stability for the company. It is intended to follow recommendation B.3 again in the future.
  • Recommendation B.5: To date, no age limit has been set for members of the Board of Directors and stated in the corporate governance declaration.
  • Recommendation D.3: At the constituent meeting of the new Supervisory Board following the 2024 Annual General Meeting, Prof. Dr. Hack was not only elected Chairman of the Supervisory Board, but was also re-elected Chairman of the Audit Committee. This dual role is due to the fact that Mr. Karsten Trippel, the previous Chairman of the Supervisory Board, was no longer available for a further term on the Supervisory Board, contrary to original planning, and the Supervisory Board therefore consists of only five members until further notice. Once a suitable candidate for the temporarily vacant seat on the Supervisory Board has been found and filled, the Supervisory Board will, if possible, also return the chairmanship of the Supervisory Board and the chairmanship of the Audit Committee to different hands.
  • Recommendation D.4: The Supervisory Board has not formed a Nomination Committee, as all four shareholders’ representatives on the Supervisory Board are involved in nominating candidates for voting at the Annual General Meeting.
  • Recommendation F2: In light of current circumstances, the Executive Board and Supervisory Board of PSI Software SE declare that, exceptionally, recommendation F.2 GCGC could not be followed in 2024. In February 2024, PSI was the target of a cyberattack affecting the company's internal IT infrastructure. One of the consequences of this cyberattack was that the consolidated financial statements and the Group management report could not be prepared, audited and published within the period of 90 days after the end of the financial year recommended by the Code. It is intended to follow recommendation F.2 again in the future.
  • Recommendation G.3: The Supervisory Board considered the customary nature of the compensation in light of the external comparative environment, but the composition of the group of other companies used for the peer group comparison was not disclosed.
  • Recommendation G.10: The variable compensation components are granted entirely in cash; a stock option program was dispensed with for reasons of simplification.
  • Recommendation G.13: A severance payment was agreed with Dr. Schrimpf in connection with his departure from the Executive Board on June 30, 2023, which compensates for the three-year remaining term of his employment contract. This step enables the generational change on the PSI Executive Board, which in turn supports further growth. The necessary agreement could only be reached on these terms. It is intended to follow recommendation G.13 again in the future.

Executive Board and Supervisory Board
Berlin, July 29, 2024

Compliance Management System

The Compliance Management System of PSI Software AG comprises the rules, standards and processes intended to ensure compliance with all relevant legal regulations and guidelines. The structure of the compliance organisation and the Compliance Management System are tailored to the requirements and needs of the entire PSI Group.

We regard compliance first and foremost as a fundamental management task and as joint responsibility of all management bodies in the PSI Group. We expect our managers to be a visible role model in attitude and values, to support the PSI corporate culture in all respects and to pass on our values and guidelines to our employees and business partners.

In addition, all employees of our company are obliged to follow binding rules and regulations, including our Code of Conduct, as part of their duties and activities. To help our employees understand and comply with these compliance rules, we support them with targeted communication and regular information. The passing on of necessary information as well as enforcing the essential rules of compliance are in the focus of this compliance communication. We also encourage our employees to be vigilant about compliance violations and report them to our Compliance Committee, which will treat these notes confidentially. This forms the basis for a culture of compliance that is practiced throughout the PSI Group.

Further central components of the PSI Compliance Management System are the regular investigation and evaluation of risks specific to the Group. This is based in particular on the results of the regular risk assessment and compliance audits, as well as any additional, event-related compliance audits. If necessary, additional actions are derived from these results in order to avoid compliance risks. In addition, the findings of reported violations are used to continuously improve and develop the Compliance Management System and to ensure its integrity and sustainability.

The central Group department Quality, Risk & Compliance, which reports directly to the Chief Financial Officer, is responsible for communication on all compliance issues and for designing and monitoring the compliance management system.

Investor Relations Contact

  • Karsten Pierschke Head of Investor Relations and Communications
    PSI Software SE
    Dircksenstraße 42-44
    10178 Berlin
    Germany
    E-mail ir@psi.de
    +49 30 2801-2727
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