Information on Corporate Governance Practices

Management and supervision at UMS AG are structured as follows:

Shareholders and shareholders' meeting

The shareholders of UMS AG exercise their rights at shareholders' meetings. The annual shareholders' meeting is held within the first six months of the fiscal year. Shareholders' meetings are presided over by the Chairman of the Supervisory Board. The shareholders' meeting decides on all matters assigned to it by law (including election of the Supervisory Board members, amendment of the articles of association, appropriation of profit and changes in the share capital).

Supervisory Board

The central task of the Supervisory Board is to advise and oversee the Management Board. The current Supervisory Board of UMS AG has three members. The total compensation paid in the short fiscal year from January 1st 2015 to April 30th 2015 was Euro 47,500 (2014: 70,000).

Management Board

The Management Board, the executive body of our corporation, manages the business of UMS and is bound by German stock corporation law to work in the best interests, and in accordance with the business policies, of the company. The Management Board informs the Supervisory Board regularly, without delay and comprehensively of all issues important to the enterprise with regard to business performance, strategy and potential risks.

The Management Board of UMS AG currently consists of just one person, which means that no chairman or spokesman has been appointed. The Supervisory Board believes that neither the operating business nor structure of our company necessitates that more than one person sit on the Management Board.

The compensation of the Management Board is composed of fixed and performance-based components.

Shareholdings of the Management Board and Supervisory Board

The members of the Management Board and Supervisory Board hold the following number of shares in UMS AG:

 
directly
indirectly
Jørgen Madsen
320,965

0

Norbert Heske
33,084
33,084

Transparency

Providing consistent, comprehensive and timely information is a top priority at UMS AG. We report on our business situation and results in our annual report, at analyst conferences, in our quarterly reports and in our half-year report. We also publish information in the form of corporate news flashes and ad hoc announcements.

UMS AG has created a list of persons with access to inside information as stipulated by § 15b of the German Securities Trading Act. The persons included in the list have been informed about the legal obligations associated with having access to inside information as well as the legal consequences of misusing inside information.

Accounting and Auditing

Since the IPO, our consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs) applicable as of the respective reporting date as well as the supplementary rules applicable under § 315a (1) of the German Commercial Code. Once the Management Board prepares the consolidated financial statements, the auditor audits them and the Supervisory Board adopts them. The consolidated financial statements are published within four months of the end of the fiscal year.

The auditor reports to the Chairman of the Supervisory Board without delay on any issues and events of relevance to the Supervisory Board's work that surface during the audit.

Corporate Management and Control

UMS is committed to responsible corporate management and control aimed at the creation of value.

Therefore, the Management Board and Supervisory Board regularly declare that the company fundamentally complies with the recommendations of the "Government Commission on the German Corporate Governance Code." The few instances in which UMS does not comply with the Code's recommendations typically are attributable to the company's small size.

UMS AG backs up its objectives with measurable indicators as part of routine strategic and operational planning. The chief indicators used in steering the company and its segments are gross margins, EBIT and EBITDA both before and after minority interest.

Well-orchestrated reporting by the subsidiaries at all corporate levels ensures that management has timely access to all decision-critical information.

The responsible management of risks within the framework of an efficient risk management system involves the regular, structured collection, analysis and evaluation of all relevant data and information as well as regular monitoring and planning processes.