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Compliance Statement

Compliance Statement of InVision Software AG concerning the German Corporate Governance Codex

InVision Software AG conforms to the recommendations of the German Corporate Governance Code ("Code") passed by the "German Corporate Governance Government Commission", in its version of 26 May 2010, except for the points listed below.

The Management Board and the Supervisory Board of InVision Software AG support the principle of proper and responsible company management as stated in the Code.

The recommendations and proposals of the Code will be implemented insofar as deemed appropriate with regard to InVision Software AG.

In accordance with § 161 of the German Stock Corporation Act (AktG), the compliance statement below acknowledges and confirms that the recommendations of the Government Commission on the German Corporate Governance Code are being observed subject to the following exceptions:

For reasons of cost and in view of the Company's size and relatively low number of free-floated shares, the Company does not allow its shareholders – contrary to section 2.3.4 of the Code – to use modern means of communications to track and follow the Shareholders' Meeting.
Compliance statements that are no longer up to date are not published on the Company’s website (pursuant to sentence 5 of section 3.8 of the Code). In the Company’s opinion, the related administrative effort is simply disproportionate to the added value that such information provides.
The compensation arrangements for the Executive Board provide no variable components for the members of the Executive Board (section 4.2.3 of the Code). The Company assumes that the large ownership interest held by the members of the Executive Board in the Company's registered share capital provides an adequate incentive for them to engage in dedicated and responsible management of the Company.
No age limit or quota for women was set for members of the Executive and Supervisory Boards (sections 5.1.2 and 5.4.1 of the Code). Given the age of the Executive and Supervisory Board members, there has been no reason so far for establishing an age limit. In constituting its governing bodies, the Company prefers to pursue simply its own best interests – and not any kinds of quotas.
The Company's articles of association (Satzung) and the Supervisory Board's internal rules of procedure (Geschäftsordnung) grant the Supervisory Board the authority to form committees (section 5.3 of the Code). Given the current size of the Company, the Supervisory Board currently consists of only three members. Thus, the act of forming committees would not simplify or streamline the work of the Supervisory Board.
The members of the Supervisory Board do not receive any performance-based compensation in addition to their fixed compensation (section 5.4.7 of the Code). The Executive Board and Supervisory Board do not feel that performance-based compensation for the Supervisory Board is practicable, inasmuch as such an arrangement would fundamentally contradict the Board's supervisory role.