Annual Report 2022 Innovation in motion Essentials Key Figures Letter to the Shareholders Annual Report Markets Strategy Sustainability Report Corporate Governance Compensation Report Financial Report Consolidated Financial Statements Notes to the Consolidated Financial Statements Financial Statements of Sensirion Holding AG Notes to the Financial Statements of Sensirion Holding AG Shareholder Information Shareholder Information 4 8 12 16 20 84 110 130 134 164 166 176 The sensor company Sensirion is a pure-play sensor company at the forefront of sensor innovation and has demonstrated a strong track record of developing and manufacturing sophisticated and cost-effective environmental and flow sensor solutions for the automotive, medical, industrial and consumer markets. Founded in 1998 as a spin-off company of the Swiss Federal Institute of Technology in Zurich (ETH Zurich), Sensirion has more than 20 years of experience in creating best-in-class sensor solutions for a variety of demanding customer applications, including those in which the sensors perform mission-critical functions. 2 3 Sustainability Sensirion Annual Report 2022 Key Figures Revenue (in CHF million) 253.7 287.5 321.7 Number of employees (FTE) as of Dec 31 1225 974 788 2020 2021 2022 2020 2021 2022 Revenue by market 2022 (2021) Revenue by region 2022 (2021) 8 % (9 %) 18 % (22 %) 20 % (22 %) 48 % (46 %) 44 % (48 %) 24 % (23 %) 38 % (30 %) Automotive Medical Industrial Consumer APAC EMEA Americas 321.7 59.2 % 27.8 % Revenue in CHF million Gross Margin EBITDA Margin 4 5 Sensirion Annual Report 2022 Key FiguresKey Figures Sensirion Annual Report 2022 Ongoing strong revenue growth Industry leading short lead times across all product segments Increased investments in R&D and Sales to pursue further business opportunities Key Figures Consolidated, in millions of CHF 31 December 2022 in % 31 December 2021 Revenue Gross profit – as % of revenue Operating profit (loss) – as % of revenue Profit (loss) for the period – as % of revenue Basic earnings per registered share (in CHF) EBITDA1 – as % of revenue Cash flow from operating activities Capital expenditures2 Free cash flow3 Total assets Total liabilities Total equity Net cash (Net debt)4 11.9 % 321.7 190.6 59.2 % 74.4 (3.1 %) 23.1 % 63.6 (3.5 %) 19.8 % 4.08 89.6 (1.7 %) 27.8 % 49.5 (31.2) 18.3 287.5 177.3 61.7 % 76.8 26.7 % 65.9 22.9 % 4.24 91.1 31.7 % 73.0 (15.4) 55.8 31 December 2022 31 December 2021 358.0 53.8 304.1 123.0 296.4 60.4 236.0 112.1 Number of employees (FTE) 1225 25.8 % 974 1 Defined as the sum of operating profit (EBIT), depreciation and amortization. 2 Defined as the sum of investments in property, plant, and equipment, proceeds from sale of property, plant and equipment, investments in intangible assets and capitalized development expenditure. 3 Defined as the sum of cash flows from operating activities and cash flows from investing activities, excluding M&A activities. 4 Defined as the sum of cash and cash equivalents less loans and borrowing (current and non-current). 6 7 Sensirion Annual Report 2022 Key FiguresKey Figures Sensirion Annual Report 2022 Dear Shareholders From left: Marc von Waldkirch (CEO), Felix Mayer (Co-Chairman) and Moritz Lechner (Co-Chairman) 2022 was shaped by macroeconomic and geopolitical tensions and changes: the horrific conflict in Ukraine, the recurring lockdowns in China and fears about energy, inflation and the economy all exacer- bated the overarching economic situation. Despite this challenging environment, Sensirion can look back on a successful 2022. At the start of the year, we continued to benefit from strong post-pandemic demand. This largely returned to normal levels as the year went on. In the second half of the year, we experienced a slowdown in demand due to eco- nomic and inflation-related factors, primarily in the industrial and consumer markets. Consolidated group revenue increased to CHF 321.7 million (+11.9 % compared to the previous year, 12.0 % organic, 0.2 % inorganic, −0.3 % due to foreign currency effects). Around CHF 28 million of this came from a one-off special demand in the CPAP medical segment. The previous year, 2021, saw CHF 22 million from the special sales of ventilation sensors driven by COVID-19. Adjusted for these two effects, the revenue growth figure was 10.5 % in the core area. The gross margin was 59.2 %, while the EBITDA margin reached 27.8 %. Profitability remained at an above-average level, benefiting from the consistently high utilization rate in manufacturing. As a result, we are currently making major investments to expand our capacity so that we can return the utilization of our manufacturing capacity to a sustainable level. At the same time, we are continuing to expand our Sales and R&D divisions in order to address a wide variety of promising market opportunities in line with our strategic priorities. However, these additional costs are not yet fully reflected in this financial statement. Therefore, we expect profitability to come closer to the medium-term guidance of 17 % in the coming reporting periods. Profits totaling CHF 74.4 million were reported as operating results, yielding a net profit of CHF 63.6 million for the period in question. Operating cash flow totaled CHF 49.5 million. Revenue growth in three of four markets Revenues in the automotive market amounted to CHF 65.1 million (+3 % compared to the previous year). After a reduction in demand in the first six months of the year, sales picked up in the second half. As the situation on the supply markets eased, numerous automotive companies partially normalized their man- ufacturing activities over the second half of the year, thereby increasing their call-offs in our existing business. In addition, revenue was also supported by the ramp-up of new projects in both the modular and component segments. The medical market was again impacted by one-off effects in the past financial year. As with the pandem- ic-related special sales of ventilator sensors in 2020 and 2021, we recorded additional sales worth CHF 28.3 million for home care devices to treat sleep apnea (so-called CPAP devices) in 2022. This was trig- gered by a major recall issued by a CPAP manufacturer due to quality issues, which were not caused by our sensors. The overall revenue in the medical segment comprised CHF 76.1 million (+15 % compared to the previous year). Adjusted for one-off effects, the medical market saw growth of 8.4 % in its core business. Once again, the broad-based industrial market experienced major growth momentum, attaining revenue of CHF 153.8 million (+17 % compared to the previous year). After a very strong first half of the year, the second half was marked by a slowdown in demand, particularly in the economically sensitive Appliances segment. This strong growth was primarily driven by new product lines in environmental sensing: these new, innovative products have led to industrial market revenue increasing by 116 % within two years. Alongside the good performance of our existing business, we achieved additional design wins in the CO2 and particulate matter (PM2.5) segment in the reporting year. These design wins will additionally support revenue development over the next few years. 8 Sensirion Annual Report 2022 Letter to the Shareholders Letter to the Shareholders Sensirion Annual Report 2022 9 Demand in the heavily fragmented consumer market experienced a downturn in the second half of 2022. Farewell to our long-standing member of the board Heinrich Fischer Despite the strong first half of the year, revenue for the year overall stagnated at CHF 26.7 million (−1 % At the Annual General Meeting in 2022, which was only attended remotely once again due to the pan- compared to the previous year). We are also pleased to see increasing demand for CO2 and particulate demic, all proposals put forward by the Board of Directors were approved. In addition, Heinrich Fischer matter sensors in this market, particularly for monitoring indoor air quality. Slight easing of supply chains entered retirement, thereby leaving the Board of Directors on which he had been a non-executive member since 2011. We would like to take this opportunity to thank him for his dedicated and competent collabo- ration over the years. Heinrich Fischer played a key role in Sensirion’s successful strategic development The challenging situation in the supply markets eased slightly as the year went on. However, the situation and consistently brought our values and culture to life. His entrepreneurial spirit will continue to serve as remains hard to predict, especially for niche products and products with complex, highly globalized a role model for us. supply chains. In-depth collaboration with our key suppliers enabled us to gradually return to our usual lead times for our humidity sensors as the year went on, thereby further reinforcing our market-leading Outlook for the remainder of the year position in this area. The cost of raw materials and energy rose substantially during the reporting period. As our products are highly innovative, we were largely able to compensate for the increased raw material costs via price increases. We are currently increasing our stocks of raw materials against the backdrop of the threat of energy shortages and ongoing tensions in the supply markets so that we can guarantee reliable delivery for our customers. Due to good inventory management and the long shelf life of our products, we do not see any obsolescence risk for these inventories. Further progress in the implementation of our growth strategy As before, our growth strategy remains based on three strategic pillars. The implementation of this strategy is proceeding according to plan and we have been able to make further progress in the year under review. The first strategic focus is our traditional core market of humidity and flow sensors. Our goal here is to further expand and strengthen our already strong leading position with regards to the market, technology and costs. Following the successful launch of the fourth generation of humidity and temperature sensors last year, we have added further product variants to this family, such as an automotive version and a high-precision variant for applications with extremely stringent precision requirements. In gas metering, the start of the year also saw us present the first gas flow module capable of measuring the flow rate of any gas mixture, including pure hydrogen and mixtures of hydrogen, biomethane and natural gas. This technological milestone is significant in light of the upcoming transition to a sustainable energy supply. Our second strategic focus is to attain market leadership in the environmental sector as a whole. The successful launches of numerous new product families in the fields of CO2, particulate matter, formalde- hyde and VOCs over the past three years have helped to lay the cornerstone for this. Thanks to our extensive experience in chip design, MEMS and packaging, our aim in the second step is now to further miniaturize our existing products. In turn, this enables additional applications that are currently off-limits due to the form factor and pricing structure. We are seeing an increasing awareness of the importance of good indoor air quality and energy optimization in the automotive, industrial and consumer markets. As a result, we are expecting a lot of potential for further growth in the entire environmental sensor sector in the coming years. The third strategic focus is internal development and the targeted acquisition of sensor technologies to lay the foundation for long-term growth in new areas. It is important to point out here that we have entered a complementary business area in which the focus is increasingly on qualified and merged sensor data rather than on sensor hardware for OEM suppliers. In order to consolidate this strategic initiative, we acquired the Berlin-based start-up AiSight GmbH, as reported in September 2021. The inte- gration is still at an early stage, as is our collaboration on market and project development. As expected, however, the first significant revenue from this new initiative will not be registered for a few years. Visibility remains low due to the numerous current geopolitical and macroeconomic challenges. In recent months, we have seen a slowdown in demand, particularly in Appliances and Consumer, which was mainly driven by our customers’ efforts at inventory optimization. We expect this period of low demand in the running business to continue for a few more months and to increasingly affect Automotive. Based on numerous responses from our customers, we expect demand to pick up in all markets in the second half of the year. In the medical market, we expect the one-time additional business in the CPAP market to normalize in the course of 2023, and therefore no further significant contributions to sales are expected (FY 2022: CHF 28.3 million). Thanks to new customer projects in the pipeline, we expect to be able to largely compensate for the weak phase in the existing business as well as the CPAP one-off business from last year. Based on the progress made in the implementation of our growth strategy as well as important R&D projects, we also confirm our medium-term sales growth target of 10 -15 % per year. Assuming unchanged exchange rates and a stable economy, we expect consolidated sales of CHF 300-340 million in FY 2023 (FY 2022: CHF 321.7 million). This corresponds to a projected growth of −7 % to 6 % compared to 2022 (or 2 % to 16 % in the core business, excluding one-off effects). Despite the eco- nomic uncertainties, we continue to invest in growth opportunities and therefore expect the gross margin to normalize in the mid-50s and the EBITDA margin to continue normalizing at around 20 %. Many thanks to all our employees We are able to look back on 2022 as another highly successful financial year. This success was only pos- sible thanks to the dedication of our employees around the world. On behalf of the Board of Directors and Executive Board, we would like to thank all our “Sensis” for their untiring personal commitment and their flexibility in adjusting to changing situations in times of substantial market volatility. It is our employees who demonstrate a commitment to embodying and driving forward our customer- centric approach, our capacity for innovation and our team spirit day in, day out – and, as a result, who lay the groundwork for the success of Sensirion’s business. Finally, we would like to thank you, our valued shareholders, for the trust, support and loyalty you have shown to us. Moritz Lechner Felix Mayer Marc von Waldkirch Co-Chairman of the Board Co-Chairman of the Board CEO 10 Sensirion Annual Report 2022 Letter to the Shareholders Letter to the Shareholders Sensirion Annual Report 2022 11 Customer markets Automotive In the automotive market, revenue amounted to CHF 65.1 million, which corresponds to an increase of 3.4 % compared to 2021 and a contribution of 20.3 % to group revenue. Both the component-based Tier 2 business as well as the Sensirion Automotive Solutions driven Tier 1 module business contributed to the growth. Revenue development in CHF million 62.9 65.1 2021 2022 In the first half of the year 2022, the components business was characterized by a careful demand from the market, reflecting the difficult situation of the automotive sector in general. Additionally, we assume that our customers benefited from a comfortable stock situation of our components in H1 2022 due to solid supply of Sensirion products throughout the global supply chain crisis in 2021. As the situation on the supply markets eased, numerous automotive companies partially normalized their manufacturing activities over the second half of the year, thereby increasing their call-off orders in our existing business. Our steadily increasing market share with respect to our component sensor solutions – not to mention an increased penetration rate for applications such as anti-fogging and engine control – once more added to the overall growth. Further growth in the module-based Tier 1 business was achieved with European OEMs for in-cabin air control applications. In the South Korean market, we experienced an expected slow- down of demand with additional negative impacts from the currency exchange rate. Reducing energy consumption and increasing passenger comfort are the main drivers behind Sensirion’s sensors being used in the automotive segment. The passenger cabin climate can be controlled and the windshield automatically defogged by incorporating humidity sensors, either directly at the windshield or in the dashboard, or by using a combination of those two options. Sensirion’s gas flow sensors are located in combustion engines’ air intake along with humidity sensors to improve precision control of the combustion process. In the automotive module business, prominently with ramp-ups of climate control modules in Europe and project wins in other areas, Sensirion has continued along its path of expanding its portfolio of environ- mental sensors and building up a track record as direct supplier to automotive OEMs. This module port- folio supports the strategy of continuously increasing content in existing and new applications alike. Success in the automotive market depends on meeting rigorous product reliability, process quality and cus- tomer proximity requirements. Accordingly, Sensirion’s automotive products meet the quality requirements set out by the Automotive Electronics Council (AEC-Q100), and Sensirion’s manufacturing sites in Switzer- land, Hungary, China and South Korea are certified to the stringent international automotive standard IATF 16949. Increased awareness for health and related economic benefits help to speed up the shift from combus- tion engines to hybrid and electric vehicles. Sensirion is convinced that it will benefit from this shift in the mid to long term through the penetration rate of sensors in the auto-defogging and climate control appli- cations as both applications can help to extend the range of an EV if assisted by smart sensor solutions. Medical In the medical market, revenue amounted to CHF 76.1 million, 15.1 % year-on-year, contributing 23.6 % to group revenue. The medical market result in 2022 was impacted once more by a one-off effect. We recorded additional revenue totaling an extra CHF 28.3 million for the sensors sold for home care devices that combat sleep apnea (CPAP). This was triggered by a major recall issued by a large CPAP manufacturer due to quality issues, which were not caused by our sensors. Adjusted for this special effect, the core medical business sales grew by 8.4 %. Revenue development in CHF million 66.1 76.1 112.3 2021 2022 Special demand for ventilator sensors, that caused revenue spikes in 2020 and 2021, have fully normal- ized as expected. Among the remaining medical applications that we serve, sensors sold both to Anes- thesia and drug delivery systems achieved strong relative growth. In the medical market, Sensirion’s sensor solutions are used first and foremost in human respiratory applications. In ventilators used in hospitals and emergency settings, gas flow sensors and gas flow meters measure the flow into and out of the patient. This is performed at one or up to three locations within the system. In expiratory and inspiratory flow, the air flow out of and into the patient is measured in the ventilator. In the case of proximal flow, the flow is not measured in the device, but close to the patient. Consequently, Sensirion supplies customers with up to three gas flow sensors per ventilator. Apart from ventilation, the other important medical applications include continuous positive airway pressure (CPAP) devices to treat sleep apnea and anesthesiology devices. In CPAP devices used in home care settings, gas flow and humidity sensors enable them to maintain the correct air flow into the patient and control humidification, thus helping the patient to sleep better and wake up feeling more rested in the morning. In anesthesiology, Sensirion’s mass flow meters play a mission-critical role to correctly dose the applied amount of anesthetic agent. In the future, other applications centered around real-time monitoring of gases and liquids entering and exiting patients might emerge, in areas such as smart inhalers, drug delivery or monitoring devices. 12 Sensirion Annual Report 2022 Customer markets Customer markets Sensirion Annual Report 2022 13 Industrial Consumer The very broadly diversified industrial market kept its momentum and revenue grew to CHF 153.8 million, In the consumer market, revenues decreased slightly to CHF 26.7 million, corresponding to a −1.1 % year- which corresponds to a 17.0 % increase compared to 2021 and amounts to 47.8 % of group revenue. on-year decline and contributing 8.3 % to group revenue. Despite the overall downturn, we note a very Revenue development in CHF million 131.4 2021 153.8 2022 successful adaption for particulate matter and CO2 sensors in this market. Revenue development in CHF million 27.0 26.7 2021 2022 The first half of the year showed strong growth, whereas a slowdown in demand was noticeable during the second half of 2022. Dominant growth drivers for this market were once more the environmental Whereas the first half of the year saw strong revenues, the year-end result was obstructed by moderate sensing solutions, primarily particulate matter (PM2.5) and CO2, which both continue to be designed into overall customer demand during the second half from this highly fragmented market. We are pleased to more and more new customer applications. We anticipate that we will continue to see growing revenue note that the growing awareness for clean air has resulted in strong demand for various types of air contributions from these solutions also in the coming years. Uncertain overall market circumstances in quality monitors. Our particulate matter sensors (PM2.5) and our innovative CO2 sensors have both the consumer-sensitive appliance market as well as in the distribution business primarily in Asia are seen enabled realizations of cost-efficient devices for our customers, opening up a whole new market. as the reasons behind the observed slow down during the second half of 2022. In the appliance market, application drivers are optimized energy consumption and increased comfort. optimized ventilation too. It is fair to assume that demand for CO2 sensors will continue to increase in Applications include incorporating humidity sensors in refrigerators to optimize energy consumption, this market for various applications in the future. using air quality sensors in air purifiers to improve detection of harmful gases and pollutants and, finally, installing CO2 sensors in air conditioners for enhanced efficiency in room ventilation based on actual The likes of the transmission of COVID-19 through small airborne microdroplets and the CO2 concentra- The pandemic has illustrated the importance of indoor CO2 monitoring – not only for well-being, but for occupancy and related CO2 levels. tion can easily be reduced by increasing ventilation. For buildings that have no mechanical ventilation (e.g. homes and restaurants), natural ventilation means opening doors and windows. A smart CO2 In 2022, sensor modules that are comprised of a combination of various sensor components such as sensing device can help to make customers aware of the clearly changing CO2 levels and suggest appro- humidity, TVOC and PM2.5 were a major pillar of growth for the home appliances market. Especially air priate action. purifier manufacturers showed high interest in these combo solutions. In the heating, ventilation and air-conditioning (HVAC) segment, the high demand for our CO2 sensors was of the indoor air environment, with all its relevant parameters, within a small and convenient form factor. in line with expectations and showed strong relative growth. The growing awareness for clean indoor air Heavy traffic situations, not to mention an increase in the number of wildfires breaking out around the and the positive effects on energy consumption linked to CO2 sensor-controlled ventilation will continue globe, are boosting demand for residential, in-home particulate matter measurements. Standalone smart air monitors are fitted with our particulate matter modules, which permit monitoring to pave the way for further growth in future. Additionally, we noted strong growth in sales for our differ- ential pressure sensors used for variable air volume (VAV) controls. Sales of humidity sensors for the hard disk segment were declining as expected. The transition to inno- vative storage technology at our customers will impact the near-term demand but is currently expected to recover over time. Further development of this market is indeed monitored, but rather complex, and the shift from magnetic-based to solid-state drives is still ongoing. In the smart gas meter market, sales experienced a moderate growth. While the Italian market has been slowing down, the UK market was able to overcompensate the slow down by additional demand. While the gas metering market is generally slow to adapt new technologies, Sensirion has been able to prove its readiness and will continue to follow the transition to smart gas metering with suitable products. 14 Sensirion Annual Report 2022 Customer markets Customer markets Sensirion Annual Report 2022 15 Strategy Our growth strategy has three strategic focuses: driving our market and cost leadership in the core markets of humidity and flow, becoming market leader in the entire environmental market and develop- ing technologies for long-term growth. Finally, our unique culture of innovation and entrepreneurship serves as the foundation for all of the above. Several megatrends support this growth strategy: improving energy efficiency and quality of life, increased digitalization and automation, and the growing urgency of environmental protection. Our unique corporate culture: SensiSpirit Our corporate culture, what we call SensiSpirit, is the product of the entrepreneurial, collaborative mindset shared by the exceptional people who work at Sensirion. To ensure we stay innovative and agile, our aim is to continue attracting highly qualified talent in all fields. We want our award-winning company culture to keep evolving because it optimizes the hiring process, improves employee retention and helps create the ideal environment for long-term innovation. Driving technology and cost leadership in our core markets: humidity and flow Our aim is to become an even stronger market leader in the area of humidity and flow sensing across our various end markets and applications. In segments where we already dominate the market, we want to solidify this position through cost and technology leadership. Elsewhere, the objective is to increase market share by rolling out innovations and next-generation products while maintaining long-standing, trusting customer relationships and expanding our customer base. In the area of customer acquisition, our focus will be on manufacturers that are leaders and innovators in their own markets. We aim to boost volume across all humidity and flow segments in order to leverage economies of scale in both development and manufacturing. In addition, our strong market position is an optimal entry point for additional environmental sensors in order to further increase our content in customer applications. Becoming a market leader for the entire environmental market Leveraging our strong market position in humidity and flow sensing will allow us to become a market leader in the entire environmental sensor market. In the first stage already completed, we introduced a “ Through scalable innovation, we strive to unleash the power of sensor technology. To create a better tomorrow.” Heiko Komaromi, Director Investor Relations / Business Development, Sensirion Stäfa Strategic focus Funda- mentals 3 2 1 SensiSpirit Unique culture of innovation and entrepreneurship 1 Drive market and cost leadership in our core markets of RHT and flow 2 Become market leader fot the entire environmental market 3 Develop technologies for long-term growth first generation of sensors for carbon dioxide (CO2), particulate matter (PM2.5), formaldehyde and Developing technologies for long-term growth volatile organic compounds (VOC). The development priorities were to speed up time-to-market and We will continue investing in fundamental technological innovation with a view towards sustainable rapidly gain market share. Accordingly, these generations were built using existing technology company growth by systematically exploring and evaluating new sensor technologies, applications and platforms. In the meantime, we successfully introduced to the market the second generation of the CO2 market opportunities. There are two primary avenues for ensuring long-term growth: firstly, to expand sensor as well as several combo sensor modules. Furthermore, we expect new PM2.5 and formaldehyde our product portfolio beyond flow and environmental sensing by mobilizing our core competencies sensors to be rolled out in the next few years. For these second-generation products, our strategy is to across the entire value chain. Secondly, we will expand to offer high-end solutions in certain fields. To use our entire technology value chain. Miniaturization and streamlining costs will help stimulate disrup- uncover new growth opportunities, we will be closely monitoring the overall sensor market, identifying tive innovation with the goal of securing and expanding market share. market trends and evolving customer demands. In addition, we will take advantage of our in-house technologies in order to efficiently develop new Additionally, we have established a disciplined approach to M&A that will benefit our strategic growth sensors for monitoring other gas parameters. Finally, we plan to expand our range of combo modules fields. We will also make use of our ties to the global and local start-up community in order to discover for various environmental sensors, opening up possibilities for new applications and increasing innovative new sensor technologies and selectively seize upon opportunities to acquire technologies, customer content. companies or manufacturing capacities that complement and strengthen our competitive position. 16 Sensirion Annual Report 2022 Strategy Strategy Sensirion Annual Report 2022 17 Sustain ability 18 19 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Key points Our business Sensirion Holding AG is a joint stock company listed on the SIX Swiss Exchange and headquartered in Stäfa, Switzerland. Sensirion further operates 11 offices in China, Germany, Hungary, Japan, Singapore, South Korea, Taiwan, the Netherlands and the United States. Sensirion develops and produces sensor solutions for measuring environmental parameters, gas flow, liquid flow and machine diagnostics. The company enjoys a good reputation in the semiconductors industry delivering applications for automo- tive, medical, industrial and consumer goods sectors. Sensirion develops its own sensors from scratch and manufactures most of its products in production facilities in Switzerland, Hungary, China and South Korea. Electronic wafers sourced from global foundries are an essential ingre- dient for most of our products. Wafers are considered raw materials, as they have a very long shelf life and are spe- cifically designed by us. These wafers are processed at the production site in Stäfa into sensor components through various clean-room and packaging pro- cesses as well as calibration steps. Depending on the application and prod- uct, the component is sold directly to the customer or further processed into higher-value modules in our own facilities. Sensirion relies on its own sales team, which is organized by market and supported by local sales offices in China, USA, Japan, South Korea, Singapore and Taiwan. We also work with local distributors to reach relevant customers as well as global catalogue distributors. Finally, Sensirion’s finished products are shipped through logistics companies that retrieve goods from our manufacturing facilities and deliver them directly to customer product assembly lines. We predom- inantly operate an Original Equipment Manufacturer business (OEM) – in other words, the products we make are integrated into our customers’ devices, they are not considered standalone products. Thus, the destination of our sensor products are usually another large manufacturing facility that builds our sensor products onto a circuit board or directly into the final devices (e.g. a car or an air purifier) and then ships them to the end consumers. Built with values Sensirion was founded in 1998 as an ETH Zurich spin-off by Moritz Lechner and Felix Mayer. Today, Sensirion is a strong, global leader in innovation with a culture and style all its own. We call it the Sensi- Spirit. For us, the human factor comes first: we forge lasting relationships with our customers, (prospec- tive) employees, shareholders, analysts, suppliers and the general public with both curiosity and passion. These company values, derived from the SensiSpirit, shape our company’s culture: • Fairness and honesty These are the guiding principles for how we work with all involved parties here at Sensirion, be it customers, external suppliers and partners, or our employees. • Togetherness Every employee and supplier can and should be actively involved in the constructive journey to find workable solutions. Teams are not opponents, they are part- ners who work in concert – and the goals of the individual must dovetail into the overall mission. If we are to succeed, we must succeed together. • Top performance Those who understand the needs of customers and offer innovative solutions set themselves apart from the competition. SensiSpirit also means having a competitive drive – in other words, bringing an entrepre- neurial mindset and expertise to the table, thinking inno- vatively, sharing responsibility and achieving extraordinary things, day in and day out. 20 21 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 1225 Employees (FTE) worldwide as of 31 December 2022 Production R & D Sales North America Sensirion Inc. (Chicago, United States) Sensirion Automotive Solutions Inc. (Eaton Rapids, United States) Sensirion Connected Solutions Inc. (Chicago, United States) Europe Asia Sensirion Holding AG Sensirion AG Sensirion Automotive Solutions AG Sensirion Connected Solutions AG (Stäfa, Switzerland) Sensirion Hungary Kft. Sensirion Automotive Solutions Korea Co., Ltd. (Seoul, South Korea) Sensirion Automotive Solutions (Shanghai) Co., Ltd. (Shanghai, China) Sensirion Korea Co., Ltd. (Dongan-Gu, South Korea) Sensirion Automotive Solutions Hungary Kft. Sensirion Japan Co., Ltd. (Tokyo, Japan) (Debrecen, Hungary) Sensirion Taiwan Co., Ltd. (Zhubei City, Taiwan) Qmicro B.V. (Enschede, Netherlands) Sensirion Singapore Branch (Singapore) AiSight GmbH (Berlin, Germany) IRsweep AG (Stäfa, Switzerland) Sensirion China Co., Ltd. (Shenzhen, China) 22 23 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Our approach to sustainability Sensirion is fully committed to sustainable development. For us, sustainability includes many facets: from growing sustainably as a business to protecting the environment through our behavior and activities, and taking our responsibility towards our employees and to society. For Sensirion, sustainable growth means solving sensor problems with innovative approaches, providing our customers with clear added value. We maintain long-term and trusting relationships with our customers, thanks to which we also receive valuable input for our innovation pipeline. After all, disruptive innovation requires a long-term mindset: We are already working on future technologies to lay the foundation for product development in five years and sales in up to ten years. Steady sales growth with a stable relative margin allows us to invest 20 % of sales in R&D. In this way, we create sustainable value for all stakeholders: from customers to employees to shareholders. We are aware of our responsibility towards the environment. Our sensors help to increase energy efficiency and prevent greenhouse gas emissions in many applications, from automotive to heating and ventilation systems as well as to methane leakage monitoring. In our own operations, we actively invest in new technologies and prioritize actions that minimize our impact on the environment as much as possible. Finally, sustainability also applies to our cultural values and how we engage with our employees worldwide. Our award-winning “SensiSpirit” describes a unique culture of innovation and entrepreneurship that we expect all employees to live by, regardless of their function. It means working together as a team, being fair and honest with each other and our customers and partners, and delivering excellence. It is the decisive basis for inspiring and developing talent at Sensirion. After all, our employees are our greatest asset. Marc von Waldkirch, CEO 24 25 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Our policies Management manual Code of conduct Articles of Association & Organizational Regulations Company values Organizational structure of the company IT policies Management principles Trading policy (relates to trading in Sensirion shares) Anti-corruption policies Responsible mineral sourcing policy As an internationally operating company, everything we do has an impact on the environment as well as on society. We strive to ensure our sensor production conserves natural resources and reduces pollutant emissions. We minimize risks relating to workplace safety and protect our employees’ health by taking the necessary measures and preparing for emergencies. We are also committed to uphold- ing and protecting the human rights of our employees and treat- ing them with dignity and respect. To fulfill our social obligations and ensure success in the market- place, we commit ourselves not only to comply with relevant Iaws, but to also uphold the highest ethical standards. Sustainability responsibility is integrated in our management system: All our major production sites are certified for environmental protection according to IS014001 and occupational health and safety are organized with regards to the IS045001 standard. The Responsible Business Alliance (RBA) Code of Conduct is lived. At Sensirion, sustainability is managed by a cross-functional team of experts led by the ESG manager. There are monthly update meet- ings on sustainability topics, measures and their progress. Prog- ress and pending decisions regarding sustainability ambitions are regularly part of the Executive Board’s agenda. Policies and commitments Sensirion has a Code of Conduct which exceeds the requirements of RBA. This Code of Conduct is internally trained and published on the intranet. The provisions of the RBA Code of Conduct are derived from and respect internationally recognized standards Memberships Zurich Chamber of Commerce Chamber of Commerce USA/CH including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Dec- laration of Human Rights. The compliance to the provisions of the RBA Code of Conduct was audited in 2022 at the location Stäfa by RBA. Additionally, the Code of Conduct training is mandatory for all employ- ees except management and the Board Directors, who are trained individually. This training covers Laboratory, Environment, Occupational Safety, Ethics (including sourcing of conflict minerals to protect human rights) and Management System topics. In addition to internal policies and commitments, Sensirion received in 2022 the external IATF 16949 and ISO14001 certifications for Stäfa, Debrecen, Seoul and Shanghai. Regarding control mechanisms, the Senior Environmental Health and Safety (EHS) Manager performs internal audits. Also, customers undergo external audits and we require audits of current suppliers. In 2022, the RBA audit took place in Stäfa. Stakeholder engagement Our active dialog with stakeholders is important for managing our impact on sustainable development. Therefore, we have summarized our regular communication channels with stakeholders in the following table. Stakeholder group Communication channel Focus of stakeholder engagement Customers · Local on-site technical support through designated · Our high-quality product offering and efficient field application engineers (FAE) delivery · Online feedback surveys on general satisfaction · Trust and long-term partnerships level with Sensirion (Echonovum) · Regular interactions with key customers and Sensirion’s executive managers · Annual partnership event with global distribution and channel partners to provide trainings and strategic alignment Employees · Culture workshops to engage employees on · Workplace safety Sensirion’s unique way of working together · Renumeration · Annual and semi-annual performance and well-being · Company strategy reviews for all employees · Education, and further training events · Frequent social events to foster Sensirion culture · Occupational health and safety · Annual international sales meeting where all sales · Employees are offered transparency about employees from all of our subsidiaries are invited to the company’s goals, vision and important the HQ for one week of training and engagement topics · SensiWeekend where all employees spend two days together in mixed groups for team building and fun. · We hold town hall meetings every two weeks for employees in Stäfa – sometimes internationally – to foster an open and transparent communication policy Shareholders · We regularly attend investor meetings, calls, · Financial information including shareholder conferences, and roadshows returns, management structure, economic · We publish an annual report (including a development, strategy, remuneration system, remuneration report) and an interim report new products and economic outlook. · The Company biannually organizes a meeting for media and financial analysts and holds annually an Annual General Meeting Suppliers · Initial contact within the scope of the assessment · Order volume procedure and implementation of the Code of · Risk assessment and mitigation Conduct · Price and contract negotiations · Regular performance monitoring (two to four times · Sustainable and long term technological per year for all category 1 suppliers) and commercial roadmap · Approximately 5 % of the supplier base is audited each year 26 27 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 “ Sensirion provides me with the freedom to make mistakes and learn, while trusting in my expertise. This empowers me to expand my horizons and explore new frontiers within the medical health industry.” Sofia Deloudi, Senior Product Manager, Sensirion Stäfa 28 29 Sensirion Financial Report 2022Sensirion Financial Report 2022 Material topics Materiality process In 2022, we updated our materiality assessment to iden- tify our most relevant sustainability topics. To align with current regulatory requirements and reporting standards, we applied the concept of “double materiality”. This approach analyzes the potential impact Sensirion’s busi- ness activities could have on the economy, society and environment, while also investigating how these topics could impact the company’s activities and long-term busi- ness success. To assess our material topics, we reviewed our former materiality matrix, conducted a peer analysis and consid- ered common reporting standards. As a result, we identi- fied 21 potentially relevant topics, which were assessed by senior leaders from different business departments during a workshop. The senior leaders had to assess the topics according to their impact on society, environment and economy as well as on the long-term business success of Sensirion. The leaders included the Director of Market- ing and Communications, the Director Investor Relations and Business Development and the Manager for Corpo- rate Projects. Based on this assessment, the materiality matrix was developed. The materiality assessment with the resulting materiality matrix was validated by the CEO and the executive management team of Sensirion. ” For me, the sustainability of Sensirion comes from the fact that employees are seen as a value and not just a number in the company. It can provide a security where good performance and creative ideas come more easily.“ Sándor Halasi, Teamleader Sensor Integration, Sensirion Debrecen Our materiality matrix The accompanying graph shows our newly established materiality matrix. As a first step, we are focus- ing on the “very relevant” topics ( ), which will be reported on in our first sustainability report in accor- dance with the GRI standards. The topics below the threshold will also be closely monitored, however the topics are not our primary focus. Growth Sustainable products and services Company culture and employee satisfaction Innovation Employee development and training Sustainable supply chain management Energy use Climate protection Compliance and governance Diversity, equality and inclusion Occupational health and safety Water and wastewater Sustainable production Product quality and safety Waste and recycling Substances of concern Public policy Data protection and information security Freedom of association Fair marketing and labeling Other (non-GHG) emissions t n a v e e r l y r e v e c n a v e e r l s s e n s u B i t n a v e e r l relevant Impact relevance very relevant Economic value creation Corporate environmental and climate protection Our employees Ethical business conduct 30 31 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Economic value creation We create economic value through innovation, sustainable products and services, sustainable growth and responsible supply chain manage- ment. By meeting our growth plans, staying profitable and achieving capital efficiency targets, Sensirion remains financially stable and creates value for all our stakeholders. Growth Sustainable growth Our annual revenue and our profitability figures are our primary measure of success. Sensirion has proudly achieved a compounded average growth rate (CAGR) of >15 % for the last 15 years and aims to achieve 10-15 % in the mid-term future by maintaining our leadership position in terms of market share and technology. We follow a top five strategy, which means that our goal is to become a single source supplier to the top five customers in each of our market segments. Innovation, the latest technology and our commitment to research and development, combined with a customer-centric approach and quality technical advice throughout the product life cycle, ensures loyal, long-lasting customer relationships. This results in good visibility across the markets and solid inputs for our innovation pipeline. We are driven by a growth mindset, long-term approach and an ongoing commitment to our growth strat- egy. Our Sales Directors host growth strategy sessions every six months, giving Sensirion’s management team as well as the CEO and founders updates on market-specific growth and sales, as well as innovation pipelines. The management team is also responsible for conducting biannual review meetings of all busi- ness units including evaluating their longer-term growth roadmaps. We firmly believe that we can only deliver sustainable growth if we are financially stable. We have set several key performance indicators (KPIs) to monitor the performance within our company. While our board and executive management are responsible for meeting financial targets such as top line development, gross margin, EBITDA, capex and cash flow, employee satisfaction is a key component in how we measure our success. Every Sensirion employee is responsible for delivering and maintaining a thriving culture, which we measure through a biannual survey (see page 59). 2022 progress In 2022, we delivered top-line growth of approximately 12 %. The financial performance is described in more detail in the Consolidated Financial Statements on pages 130-133 of the annual report. >15 % Compounded average growth rate (CAGR) for the last 15 years 32 33 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Innovation Innovation and R&D are critical functions for us to bring breakthrough technologies and innovations to market. Customer feedback and the latest technological advances are therefore a key element of how we create economic and environmental value for our company and stake- holders. As a high-tech company, our success is defined by being able to release new, innovative products that address real-life problems and add value for customers. While our R&D team leads innovation, we also have a dedicated business development team that includes our founders, who act as Co-Chairmen of the board and actively participate in identifying innovative products and solutions. We think long term, behave entrepreneurially and work hard, always putting people at the center of our solutions. Dedication and long-term thinking What both approaches have in common is to be strongly We are dedicated to investing approximately 20 % of our result oriented. The request for early prototypes at certain group revenue into our R&D. Whenever possible, we milestones is a key parameter of our well-defined process develop products based on internally designed and propri- which enables us to gather valuable market feedback. etary technologies with nearly 50 % of our annual R&D Finally, this customer feedback will be a decisive element budget spent on next-generation programs of existing whether an innovation idea will conclude in an actual product lines, while the rest is earmarked for developing product development. Sensirion’s innovation capabilities new sensor solutions. Our R&D team screens and evaluates have been proven to be very valuable to our customers as new disruptive technologies while collaborating closely with we have been awarded multiple times by them for our out- product management and sales to continually learn from standing supplier performance. customer feedback. 2022 progress Identifying the right ideas for our innovation is embedded In 2022, we successfully launched several new innovative into a structured process and will take either of the follow- environmental and flow sensor solutions. Our market ing two approaches: share of CO2 sensors continued to grow in 2022 after a Sustainable products and services We believe our solutions must enhance the well-being, health and comfort of the end consumer, be safe to use and manufacture, and help improve the energy efficiency of the final product. The purpose of Sensirion products should also not compromise ethical princi- ples. That’s why Sensirion does not supply its solutions for military applications or to the tobacco industry. We also make sure we source our raw materials in compli- ance with all applicable laws and avoid procurement from conflict regions. We own all our production sites and build them to the highest of standards to ensure minimal energy and water use. • Firstly, we emphasize direct engagement with our exist- successful launch of the innovative second generation of Built for well-being The impact of Sensirion’s sensors A great variety of our sensors are on the one hand key elements in applications that have a direct impact on people’s health and well-being and on the other hand can be critical components that help to achieve a higher level of energy efficiency in the final customer system. With regards to health and well-being, Sensirion serves the medical market, where our flow solutions can be found in hospitals and home care applications such as anesthesia, CPAP and medical ventilators. Notably, during the recent times of the pandemic, Sensirion proved to be a reliable partner who was able to go the extra mile by extending production for flow sensors manifold, which were critically needed for the medical ventilators. Sensirion is proud to have contributed to saving many lives around the globe. Furthermore, Sensirion enjoys a very high level of reputation also in the CPAP market, where our differential pressure solutions are once more a critical component for the product and the sensors of choice for the two dominating CPAP players. In terms of improving the energy efficiency of customer systems through sensing solutions, applications can be found in the HVAC market, the appliance market (e.g. for refrigerators and air conditioners) and in automotive applications. A quantifiable example is the humidity sensors that are used for the optimization of the combustion process and the air-conditioning system in a car. These sensors help to save approximately 1-10 liters of petrol per car per year amounting to approximately 2.3 - 23kg CO2 per year in each case. The same sensor that enables this gain in efficiency causes itself approximately 6-70 g CO2 (dependent on sensor generation) during ing customers such that we identify unsolved and rele- CO2 sensors in 2021. Additionally, we launched the first gas Once deployed, most of our sensors increase energy effi- its production. As a conclusion, we find that the total amount of vant sensor problems. If identified, a small joint team flow module capable of measuring the flow rate of any gas of R&D and sales work closely together to develop inno- mixture, including pure hydrogen and mixtures of hydro- vative solutions in a scrum-like, agile process called gen, biomethane and natural gas. This technological mile- “Thesensprint”. stone will play a significant role in light of the upcoming • Secondly, we closely review today’s challenges and transition to a more sustainable energy supply. Further, we ciency, reduce CO2 emissions or enhance health and safety for the end consumers, thereby creating a positive impact on the environment and society. For most sensors, the positive impact generated over the lifetime of the product can therefore exceed the negative impacts caused by pro- “Megatrends”, such as Industry 4.0, challenges around launched and sold our first methane leakage solution for duction and logistics. climate change or the electrification of the car industry. the oil and gas industry, helping to reduce a key source of This effort is spearheaded by our internal “Sensor- emissions at natural gas exploration sites. reduced CO2 pollution is much higher than the CO2 footprint created by the respective sensor throughout its entire lifetime. Innovation group”. 34 35 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 “ I have the privilege of collaborating with highly talented individuals on impactful and successful projects.” Gijs van Steenwijk, Principal IC Designer, Sensirion Stäfa Sustainable supply chain management We believe only sustainable supply chains will be resilient given the simultaneous headwinds of a changing climate, disruptions in the global supply chain and continued geopolitical tensions. Building resilience across our supply chain is non-negotiable and at Sensirion we are responding with a multipronged strategy aimed at maintaining stability and prioritizing responsibility. 2022 progress Active supplier engagement In 2022, we extended our market share of our innovative CO2 is an excellent indoor proxy for this matter and hence Our multipronged supply chain strategy includes proactively developing a local/regional supply base to 2nd generation CO2 sensor that is predominantly designed air flow and related energy use can be reduced if the room help mitigate risks of disruption from ongoing global tensions. While we do not procure conflict materials for applications which help to increase energy efficiency. is not occupied by people. Additionally, Sensirion Con- directly, our suppliers acquire and use minerals from multiple sources worldwide. Sensirion is therefore A growing number of HVAC control units are equipped nected Solutions has successfully launched its methane committed to following the OECD Due Diligence Guidance for responsible minerals sourcing to ensure with CO2 sensors in order to optimize ventilation systems leakage monitoring service, which enables methane leak- that minerals in our products do not directly or indirectly finance or benefit armed groups in conflict- by enabling on-demand air circulation. ages at oil and gas explorations sites to be identified. affected and high-risk areas and require our suppliers to extend these expectations to their own suppliers. The environmental impact of detecting leakages is very We have incorporated sustainability principles in our supplier evaluation process for new suppliers and high as methane is a significant greenhouse gas (GHG) prefer those with clear goals, and we work with existing suppliers to advance their sustainability efforts with a global warming potential 25 times higher than CO2. where possible. The following graph illustrates the major materials usage of In these efforts, we collaborate on the reduction of CO2 emissions along the supply chain. While we are Sensirion’s business operations in 2022. in the early stages of establishing environmental KPIs for our suppliers, the suppliers are required to Major materials usage in 2022 (in tons) 7 5 56 213 Plastics Metals Chemicals Paper Gases comply with the RBA standards. Additionally, the supplier quality team has also integrated social and environmental factors into the scope of supplier audits. In 2022, a responsible minerals sourcing policy was published. For further information on this policy or the conflict mineral report, refer to our website. 2022 progress In 2022, we contacted important suppliers to gather information on the current state of sustainability initiatives and goals. The diversity and complexity of our supply chain makes this task difficult, but we work with intentionality to identify common areas for collaboration and emissions reduction. 85 % of Sensirion’s suppliers in 2022 signed the RBA Code of Conduct and therefore fulfill the environmental and social requirements of these standards. The remaining suppliers were either currently under review or 133 not obligated due to size. 36 37 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Get the point The measurement principle In photoacoustic gas sensing, an air sample is irradiated with short pulses of infrared light. When the light is absorbed by the target molecule, the surrounding air heats up and expands, generating a pressure wave that propagates through the air cavity. This pressure wave can be detected by a microphone and is then used to infer the concentration of the target molecule. Why CO2 sensing? Increasing productivity The incentives for measuring CO2 levels in indoor spaces, including workplaces, go beyond running energy- efficient and virus-safe offices and homes. Keeping CO2 levels in check can have a significant impact on the quality and efficiency of our work. At concentrations of greater than >1000ppm, CO2 has been shown to reduce produc- tivity. Good indoor air quality (IAQ) has been linked to improved cognitive function, better overall health and better sleep quality. All of this gives businesses an additional incentive for managing the CO2 levels in their workplaces. Reducing aerosol-based viral transmission The COVID-19 pandemic highlighted the broad ignorance towards the importance of IAQ standards and showed how detrimental poor ventilation is for our well-being. According to Nature journal, COVID-19 spread primarily through airborne aerosols. Higher ventilation rates can significantly reduce the risk of air-transmitted virus infec- tions. Implementing an effective ventilation or purification system starts with identifying areas with low IAQ, which is where our pioneering sensors come in. Improving energy efficiency What inspired us to start measuring CO2? Living things are the main source of CO2 indoors, which makes measur- ing the CO2 levels an effective indicator of human presence indoors. The measurement of CO2 levels indoors is therefore an integral part of the operation of demand-controlled heating, ventilation, air-conditioning (HVAC) and cooling systems. But this all conflicts with energy efficiency, which needs increased attention in the age of climate change. Especially the last years have shown the serious consequences of the climate crisis and how important the limitation of emissions of fossil fuels is for the future of our planet. The looming energy crisis in 2022 and the rapidly rising cost of living provide further incentives to reduce con- sumption of oil, gas and electricity. As a result, the promo- tion of energy-efficient living, working and driving is now high on the global agenda. To reconcile this, CO2 measurement is important. That’s why intelligent ventilation systems reduce fossil fuel emis- sions and reduce household costs by optimizing energy consumption. “ I believe Sensirion has a fantastic oppor- tunity to become the go-to CO2 sensor company.” Kaitlin Howell, Product Manager, Sensirion Stäfa 38 39 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Where our CO2 sensors play a significant role already today: Air conditioning Air-conditioning systems are much smarter than they used to be. In the past, cooling homes, offices and public buildings was an energy-guzzling undertaking. Outmoded AC systems are expensive and environmentally unfriendly because all the air that enters a building must be processed, which uses a lot of energy. Demand- controlled AC systems allow us to optimize the amount of air entering our buildings by using IAQ parameters, in cluding CO2 concentration, which makes CO2 sensors a key component of this smart technology. Ventilation systems We are learning more and more about the negative effects of poor IAQ on our health and productivity. Ensuring that the air in an indoor space is constantly exchanged by fresh outdoor air reduces the “stuffy” feeling of a room and reduces indoor pollution levels. Optimizing these exchange systems requires accurate monitoring of a variety of IAQ parameters, including CO2 levels. Air purifiers Air purifiers are key to tackling low indoor air quality. They filter dust, pollen and particulate matter. By integrating CO2 sensors, air purifiers become even more powerful to help their customers to identify sources of bad air and suggest effective counter actions. IAQ monitors To improve the quality of the air we breathe, we need to be able to measure it first. Sensirion’s miniature CO2 sensors can be integrated into IAQ monitors, an all-in-one solution that can also measure pollutants such as formaldehyde, dust and VOCs. This monitoring tech- nology allows building owners to improve the efficiency of their ventilation, purification and emission detection systems. 40 Leading the charge An innovation in CO2 technology vision The limitations of already pre-existing CO2 measuring How we designed our innovative CO2 sensor devices opened an opportunity for Sensirion to lead the Our first sensor cleverly adapted established sensor tech- innovation in the sensing industry with their first-genera- nology which enabled quick market entry. A variety of tion CO2 sensor. existing Sensirion technologies were integrated, including our humidity sensor. The underlying technology behind our second-generation, innovative CO2 sensor uses photoacoustic measurement The second-generation CO2 sensor relies on photoacoustic principles, an approach that allows us to optimize costs, measurement. This measuring principle has allowed us to miniaturize the sensor and improve processability. All reduce sensor size without sacrificing accuracy. As there this provides an invaluable foundation for our company’s was no comparable sensor on the market, Sensirion’s engi- forward-looking vision of becoming a “one-stop-shop” for neers had to develop many elements of the design them- environmental sensors. selves. In addition, expertise and experience in chip design, MEMS design and packaging also play a major role. Cutting-edge CO2 sensors: Responding to customer demand In recent years, several customers expressed a need for The resulting sensor is seven times smaller than the first- new, upgraded CO2 sensors. Existing sensors were often generation product and is easier to process. Its reduced too large and expensive to be integrated into innovative size and lower price point mean it can be installed in an customer applications. Sensirion determined that the exciting range of new applications for which the older market for CO2 sensors would grow significantly if new sensors were too large and costly. technologies facilitated the reduction in their size and cost. “Innovation is the ability to see opportunities in changes and trends.” Marco Gysel, Business Development Manager, Sensirion Stäfa The lack of recent innovation in the field implied that there Future developments was great potential to revolutionize and disrupt the con- Next step miniaturization and associated cost optimization temporary CO2 sensor market with new, cutting-edge will be key to further introduce CO2 sensors to our HVAC/ sensor technologies. Miniaturizing the size and reducing IAQ Monitor/IAQ appliance customer base and bring our the cost of production of our humidity sensors had already novel product into every living room and bedroom. We have paid off, and we wanted to apply those learnings with the reached an important milestone with the second genera- new CO2 sensor. tion of CO2 sensors and remain fully committed to driving miniaturization and innovation forward. Therefore, the next generation is coming, bringing opportunities for growth and development. 41 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 We introduce Marco Gysel and Kaitlin Howell, Sensirion’s There is a lot of work to be done. How do you deal with experts in CO2 sensing. Marco has an MSc in Micro and the pressure to be constantly innovating? Nano Systems from ETH Zurich and works as a Business KH: It’s exciting to manage such an interesting product Development Manager. Kaitlin is a Product Manager and series. What is important to me is making sure I remain in holds both an MSc and PhD in Microengineering from the driver’s seat and don’t let events force my hand. My EPFL. Their extensive knowledge and experience make focus is on coordinating the input from all parts of the them a valuable asset to the industry. company to create the best possible sensors. Especially since the pandemic, measuring indoor MG: Innovation is the ability to see opportunities in changes and trends. The secret sauce of continuous innovation is air quality has become an increasingly important topic. keeping a proactive mindset, being creative and thinking big. Looking back on 2022, how would you evaluate Sen- sirion’s contributions to indoor air quality (IAQ) assess- Sensirion gives employees a lot of room to innovate. ment and CO2 sensing? How do you experience this in your daily work environment? Kaitlin Howell: Sensirion has become a market leader and KH: I feel empowered to decide the fate of my products a valuable coach for our customers moving into IAQ and and have a fantastic team to collaborate with. Everyone is CO2 sensing. working together to build the best possible products. Marco Gysel: CO2 sensors have become an indispensable MG: I believe that there are several prerequisites for inno- tool for quantifying the risk of airborne transmission of vation: room for creativity, trust from management, a clear viruses. Sensirion has succeeded in meeting the strong vision and resources. Sensirion maintains a work environ- increase in demand despite the global supply chain crisis. ment that meets all these requirements. In addition, we have educated customers about IAQ holisti- cally and supported their product development. If you think of “SensiSpirit” what comes to your mind? KH: Open collaboration! How specifically have you contributed in your role? MG: Valuing the collective and having a cause higher than KH: As product manager, I ensure that the sales department oneself. SensiSpirit means thinking big and delivering great has the technical information and marketing material to win work as a team to tackle big customer problems. over customers. Additionally, I work closely with the R&D department to continuously develop CO2 sensors that meet Collaboration is highly valued; how have you established actual market needs. positive cooperation with one another? MG: My job requires me to have a high degree of flexibility KH: Marco maintains oversight of the whole initiative, and I and resilience to tackle problems that sometimes surface focus on products. While I take the lead on the portfolio’s overnight. To understand market dynamics, I need to dis- future development, we often work together to understand criminate between hype and long-term trends. I also consult customer applications and new trends. customers on IAQ to provide clarity in situations of global MG: Collaboration across the entire value chain inside Sen- uncertainty. sirion is key to coming up with disruptive solutions that meet customer needs. Together with Kaitlin, we make sure There is a change in the consciousness of mankind that the voice of the customer travels through the entire to good air. How is this affecting the attention toward organization such that everyone understands how import- indoor CO2 measurements? ant each individual contribution really is. KH: In the aftermath of the Covid-19 pandemic, more and more people are becoming aware of the hazards of poor Any final thoughts? IAQ. Most of the public understand CO2 because they know KH: I believe Sensirion has a fantastic opportunity to about carbon emissions, so extending that understanding become the go-to CO2 sensor company. I’m looking forward to IAQ is a short leap. CO2 can be directly measured and is to making sure that happens! correlated with numerous poor IAQ factors. MG: Poor IAQ is a real problem that causes great harm to MG: Public awareness about IAQ has increased drama- individuals and society; companies should consider it as tically. In the words of Winston Churchill, “Never let a good part of workplace safety and employee well-being. crisis go to waste.” We now have a unique opportunity to address and fix poor IAQ. 42 43 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 44 Sensirion Annual Report 2022 Sustainability 45 Sustainability Sensirion Annual Report 2022 Corporate environmental and climate protection Our commitment to sustainability begins at home. In our work as a manufacturer and leading innovator in the market, we design with sustainability in mind. We incorporate efforts to conserve water, reduce wastewater and decrease energy use, as well as evaluate how we can protect the climate where possible through our solutions. Sustainability is also important because it matters to our employees as well as our customers – to build a resilient Sensirion, we must build a sustainable Sensirion. As a highlight in 2022, Sensirion Hungary won the Grand Prize “Sustainable Debrecen 2022”. This shows us once more that we took the right decision three years ago when we planned the building in a com- plete “fossil-free” way. Climate protection For Sensirion, GHG emissions occur at various touchpoints along our supply chain. The biggest driver is our manufacturing process – from using fossil-fueled energy to the gases used for producing our sensors. By decreasing direct and energy-use-related GHG emissions and engag- ing with suppliers, Sensirion can help reduce global warming. In our climate roadmap, we have prioritized reducing our Scope 1 and Scope 2 emissions and have been reporting on our progress for several years. For our Scope 3 emissions, which we have less control over, we are working with a consulting firm to analyze our footprint and identify a viable strategy moving forward. Specifically, we want to go beyond the collection of data related to business travel and employee commuting, which we are already mitigating or offsetting. Scope 1 and Scope 2 For Scope 2, our priorities are: Our sensors help customers save energy. They make • Systematically reduce electricity consumption with building ventilation, cars and appliances such as refrigera- organizational and technical measures tors more energy efficient. Whereas we have already • Install further photovoltaic systems on the roofs of all ensured the use of state-of-the-art fossil-free cooling and our production sites heating recovery systems based on geothermal/heat • incorporate renewable energy sources for our recovery systems coupled with an accumulator at our electricity needs at every facility (hydro-based or manufacturing sites in Stäfa, Switzerland and Debrecen, wind-based, depending on the country) Hungary, the production and processing of such sensors remains a high emissions process. The majority of our Scope 3 emissions occur at our suppliers’ factories during the We actively measure our emissions from business travel production and structuring phases of the silicon wafers and our employees’ transportation choices and continue and then afterwards in the processing phase at Sensirion’s to encourage more sustainable options. For example, all site in Stäfa. For example, several climate-damaging pro- GHG emissions from employee flights are offset with cess gases are indispensable to process MEMS chips and credible organizations. At the main site in Stäfa, we subsi- as such have been treated for years with high qual- dize the public transport subscription to motivate employ- ity filter systems. To follow best practice, we calculate ees to commute by public transport. Since 2020, we have emissions using CO2 intensity that sets CO2 in relation to also been charging a parking fee in Stäfa for those who gross profit*. drive to work. This money is collected and returned to all employees in the form of an eco-bonus that subsidizes In 2022, we agreed on a medium-term CO2 reduction road- the purchase of SBB Half-Fare subscriptions or other map including the following steps to be taken: transit passes. For Scope 1, our priorities are: We also offer “Franz”, the Sensi e-car, which can be used • Replace the remaining fossil-based heating system for business as well as private trips by employees, along- in Stäfa including piloting a concept regarding district side charging stations across our sites for those with elec- heating coupled with lake cooling tric vehicles (EV). • Minimize climate-relevant process gases and optimize the filtration so they do not enter the atmosphere As for our supply chain, we actively encourage, monitor and support our key suppliers in reducing their direct and energy-use related GHG emissions, especially given the emissions driven by the production of silicon wafers, a crit- ical component of our sensors. 46 47 * Gross profits = sales minus material expenses Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 18,00 16,00 14,00 12,00 10,00 8,00 6,00 4,00 2,00 140 120 100 80 60 40 20 0 0.270 0.260 0.250 0.240 0.230 0.220 0.210 0.220 Emission intensity 17.10 The 2021 data covers our four largest sites: Debrecen (HU), Seoul (KR), Shanghai (CN) and Stäfa (CH). In 2022, we covered our 5 largest sites including Enschede (NL). Please note that the calculation methodology changed. For 2021 a location-based approach and for 2022 a market-based 8.48 approach was conducted. 2022 progress In 2022, Sensirion has been able to implement various mea- Debrecen, Hungary. Furthermore, we have spent great sures to further reduce our environmental impact such as effort with regards to the optimization of our filtration switching to 100 % hydro-based electricity for Switzerland system of our crucial process gases which are used at operations. China and South Korea were supplied by 100 % our manufacturing in Switzerland. For 2022, the emission wind energy. In Stäfa, Sensirion changed the gas mix of the intensity for 1,000 CHF gross profit is 8.5 kgCO2e. gas heating system to 25 % of renewable biogas. In addi- tion, we pushed the solar cells installation at our site in 2021 2022 Emission intensity [kgCO2e/kCHF gross profit] Energy intensity 7 % reduced energy intensity 2018 2019 2020 2021 2022 The data 2018 to 2021 covers our four largest sites: Debrecen (HU), Seoul (KR), Shanghai (CN) and Stäfa (CH). In 2022, we Energy intensity [kWh/kCHF gross profit] covered our five largest sites including Enschede (NL). Water intensity 2018 2019 2020 2021 2022 Water intensity [L/Production unit] 3.5 % reduction of water consumption per unit of output Energy and emissions Total emissions / energy consumption Scope 1 Heating Natural gas Heating oil Biogas Other Process emissions 1 Scope 2 2 Electricity renewable Electricity non-renewable 2022 2021 tCO2e 1,616 1,410 266 127 139 0 1,144 1,144 206 – 206 MWh tCO2e 15,331 3,032 1,344 1,344 627 534 183 – – 13,987 13,073 914 1,231 361 301 60 – 870 870 1,801 – 1,801 MWh 15,265 1,720 1,720 1,488 232 – – – 13,545 – 13,545 The 2022 data covers our five largest sites: Debrecen (HU), Enschede (NL), Seoul (KR), Shanghai (CN) and Stäfa (CH). Energy and emission conversion data are based on DEFRA 2022, IEA 2022 and local energy suppliers. The 2021 data cover our four largest sites: Debrecen (HU), Seoul (KR), Shanghai (CN) and Stäfa (CH). Energy and emissions conversion data are based on DEFRA 2022 and IEA 2022. In 2022, Sensirion sold 372 MWh, and in 2021, Sensirion sold 473 MWh of district heat externally. 1 The emissions are mostly attributed to sulfur hexafluoride gases used in production processes. 2 The 2022 emission data for electricity is calculated on a market-based approach. This includes the locations Seoul (KR), Shanghai (CN) and Stäfa (CH). The emissions of the sites Debrecen (HU), Enschede (NL) were calculated on a location-based approach. Location-based emissions from electricity consumption 2022 amounted 1,980 tCO2e which is based on emission conversion data of IEA (2022). 2021 emissions from electricity are calculated on a location-based approach based on emission conversion data of IEA (2022). Energy consumption and corresponding CO2 emissions by Scope (2022)* Scope 1 Scope 2 * Excl. other Scope 1 emissions 206 tCO2e 44 % 266 tCO2e 56 % 1.344 MWh 9 % 13.987 MWh 91 % 48 49 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 “In Stäfa, Sensirion changed the gas mix of the gas heating system to 25 % of renewable biogas.” Patrick Good, Head of Infrastructure & Capital Goods, Sensirion Stäfa Energy use Sensor production is an energy-intensive business primarily for two Water and wastewater Water protection is one of our three operational sustainability priorities. Our primary objective is to reduce water use where possible and ensure all wastewater is being disposed of cleanly. This includes working with our manufacturing sites to continually evaluate water used per sensor every year, along with using a holistic approach to waste and resource management. Sensirion’s efforts to reduce water consumption and successfully manage effluents and wastewater in our own operations and along our supply chain affect the availability and reasons: the strict environmental specifications (e.g. humidity, tempera- quality of water in the region of operations. ture or cleanliness) for production buildings and the energy demands of the production equipment (mainly in the microelectromechanical system cleanrooms, so-called MEMS). By strengthening energy efficiency and switching to renewable energy, energy consumption can be lowered – reducing the risk of potential energy shortages in the respective regions – and the climate impacts of energy use can be reduced. Reducing energy use 2022 progress The two primary ways we reduce our energy consump- tion across our operations and supply chain are: 1. Increasing energy efficiency 2. Deliberate selection of technical equipment and more sustainable processes During the year 2022, we implemented several measures to ensure our initiatives to cut down energy consumption. For specific energy consumption info, please see the table “energy and emissions” on page 49. Overall, we achieved a saving of 7 % on energy intensity (kwh/gross profit) in 2022 compared to 2021. Along with these efforts, we also continue to improve our sensors’ functionalities given their important role in helping In Stäfa Water protection 2022 progress In Stäfa as well as in our production facilities and ware- The total water withdrawal of the five sites in Debrecen houses in Shanghai, Seoul and Debrecen, we are commit- (HU), Enschede (NL), Seoul (KR), Shanghai (CN) and Stäfa ted to the responsible management of water. We use (CH) amounted to 63,267m³ for 2022. In 2021, the water water primarily for the separation of silicon wafers for the withdrawal was 64,252m³ (The water consumption of individual sensors: the wafer saw, which dices the wafers Debrecen site was included starting September 2021). In using a high-speed rotating diamond saw blade, is cooled 2022, we reached the value of 3.5 % savings of water con- with water. As we evolve our products, water management sumption per PU [Liter/PU]. The deviation to our target will remain a priority, especially as we ramp up production value mainly comes from the sold product mix and some of miniature sensors. The smaller the sensor, the fewer ongoing optimization activities in Debrecen. resources are needed to produce it. Since water consumption correlates well with the number Wastewater from all sites is discharged into the local of units produced, Sensirion has decided to calculate sewer system. Only the Stäfa site produces industrial water consumption as intensity in relation to production wastewater, which is fed into the sewer system via a two- units (PU). Our goal is to reduce the amount of water per stage filtration/absorption system that is monitored at Wastewater PU by 5 % per year until 2026. The reduction activities regular intervals. heavily depend on the product mix we will sell in the future. As we see a certain saturation in terms of the package 2022 challenges density of sensors on one wafer, we focus also on a water At our Stäfa site, discharged industrial wastewater customers reduce their energy consumption. • we continued our renewable activities on the recycling project. The technical evaluation started in 2022 exceeded the legal limit for copper for four weeks in 2022 lighting system – in the meantime, more than 30 % of and will be implemented on a trial base in the first quarter due to construction activities. The existing filter system our working area is illuminated by LED • we started to monitor the energy consumption of 2023. can no longer cope with the increased production capacity, so Sensirion is currently evaluating a new wastewater (in real time) in order to create awareness to save We are confident that we will be able to roll out the optimi- treatment system of the latest generation, which will be energy (i.e. switch off light/computer, etc.) • we decreased the room temperature to 20 degrees in order to contribute to the prevention of a possible electricity and gas shortage zation on the remaining wafer saws after a successful test implemented in 2023. The new system will also be a two- phase by the end of 2023. stage filtration system fully replacing the existing one. Main advantages besides capacity are easier maintenance handling, better separation efficiency and last but not least a proper monitoring possibility. 50 51 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 52 53 Sensirion Financial Report 2022Sensirion Financial Report 2022 Our employees At Sensirion, our people make us distinct and keep the SensiSpirit going Employee Structure strong. Our responsibility is to ensure our employees are thriving, growing professionally, balancing work with personal life, and working in a safe and healthy work environ are not just treated as a number ment. By promoting employee engagement and well-being, we influence the satisfaction, motivation and health of our employees. Company culture and employee satisfaction We hold our culture close to our heart. Sensirion is distinguished by its combination of innovation, dynamic energy and unique company culture, called “SensiSpirit”. The three values – “fair and honest”, work together” and “top performance” – are the cornerstones of our culture. We nurture this atmosphere through flat hierarchies, short decision-making pathways and numerous employee-organized events. The “SensiSpirit” is promoted both inside and outside the office and drives our success story forward every day. In 2022, Sensirion counted 1,225 employees, including 60 apprentices, trainees and interns (FTE). The composition of the workforce by employment contract and by employment relationship is shown in the table below. Further, Sensirion employed 73 workers who are not employees, mostly contingent workers. Composition of the workforce (in FTE)1 Workforce according to employment contract 2022 Gender Men Women Total Workforce by employment relationship Gender Men Women Total Per ma nent Temporary Per ma nent (%) Temporary (%) 751 398 1,149 11 5 16 2022 64.5 % 34.2 % 98.7 % 0.9 % 0.4 % 1.3 % Full time Part time Full time (%) Part time (%) 614 333 947 149 69 218 52.7 % 28.6 % 81.3 % 12.8 % 5.9 % 18.7 % 1 The 2022 data covers all global employees excluding 60 apprentices, trainees and interns (FTE). Gender in management* Female identity 21 % Male identity 79 % Gender Female identity 35 % Male identity 65 % Age* < 30 30 - 50 > 50 21 % 17 % 62 % * Data covers China, Hungary and Switzerland 54 55 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Compared to the previous year, Sensirion grew in 2022 by 232 employees (headcount excl. apprentices, trainees and interns). Further fluctuation details are shown in the following table. Fluctuation (gender and age group) 1 Permanent employees (in headcount) Gender Men Women Total Age < 30 30-50 > 50 Total Permanent employees (turnover in %) Gender Men Women Age < 30 30-50 > 50 2022 Entries Exits 2 185 113 298 82 197 19 298 25 % 28 % 41 % 25 % 9 % 48 18 66 5 3 39 3 9 3 53 3 6 % 5 % 2 % 5 % 4 % 1 The 2022 data covers all global employees excluding apprentices, trainees, interns. 2 Including retirement exits. 3 Exit rate over age structure currently only available for Switzerland. Engaged employees drive growth Since 2014, when we first formalized our company values, offered for the first time in 2022 with around 125 partici- we have hosted annual culture workshops in Stäfa and in pants in total. We received positive feedback from the par- certain regional sites. The purpose of these workshops is ticipants, emphasizing the importance of engagement and to deepen Sensirion’s company values in group work and involvement of top management. Following the culture meet new Sensirion colleagues. workshops, all participants are invited to take part in an anonymous survey, the results of which are discussed in In 2022, around 170 employees participated in the culture a management meeting. Areas assessed as “in need of workshops in Stäfa. Due to the pandemic-related post- improvement” are taken as much as possible into account ponement of onsite events, we enjoyed a particularly high for the next year’s culture workshop. Employee participa- participation rate and therefore scheduled two dates in tion is recorded in the training system and it is checked that May 2022. In Berlin and Debrecen, culture workshops were each employee participates once at the workshop. 56 57 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Sensirion is not a member of an employer association and surveys have resulted in our ranking as a top 3 “Great Place therefore not subject to any collective labor agreement. to Work” in the category of large companies in Switzerland. Sensirion’s employees are not covered under collective In November 2022, the company culture was anonymously bargaining agreements accordingly. We maintain a non- evaluated for the same competition in Hungary, Germany hierarchical and transparent corporate culture, and the and the Netherlands, in addition to re-evaluation in Switzer- management prioritizes and lives by an open-door policy, land. The results of the survey will be published in 2023. so that all employees have the opportunity to directly inter- We also received a “Top Company” seal from kununu in act with them as needed. 2022. Our company page on kununu can be found here. The organizational responsibility lies with the management, 2022 progress especially the Vice President Human Resources. For exam- We hosted multiple events and workshops in 2022 as the ple, we hire applicants only if we consider them to be a height of the Covid-19 pandemic receded, with strong cultural fit with Sensirion, even with excellent qualifications. attendance from employees. We also brought back some In the event of repeated misconduct by employees against pre-pandemic face-to-face events to maintain morale and the company’s culture and values, we part ways with them to thank our employees for their hard work and persever- in a fair and honest manner. All managers and employees ance. As we diversify and grow, we remain vigilant of the are responsible for exemplifying the corporate culture and challenges by ensuring we continue to work with one values. We hold meetings with all our employees twice a company-wide culture despite new hiring across our global year during their employee appraisal to survey employee sites. satisfaction, well-being and alignment with company strat- egy, and to get their feedback on the culture in practice. Our open, honest, appreciative and communicative culture Since the employee satisfaction data was collected for the is the basis for long-term employee satisfaction, which is first time eight years ago, we have continued to receive reflected in the well-being rate of our employee appraisal consolidated results of the Stäfa site employees in the survey in 2022 for Stäfa. This result is amongst the highest range of 7.8 to 8.4 (in the scale of 1 unsatisfied to 10 very ever achieved. satisfied). The consolidated results on employee satisfac- tion are then discussed by the management and presented at the town hall meeting. Additionally, employee satisfaction is measured since 2017 every two years with an anonymous satisfaction survey in course with the certification label “Great Place to Work”. All Employee satisfaction1 Year Subjective personal well-being in team Subjective personal well-being in organization 1 Switzerland only 2 0 = very bad, 10 = excellent Scale2 2020 2021 2022 0-10 0-10 8.4 7.9 8.3 8.1 8.4 8.2 “Being part of a company that values open communication and strong teamwork has taught ” me the power of collaboration. Laura Prioli, Project Leader Marketing Communications, Sensirion Stäfa 58 59 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 “ Sensirion’s horizontal structure offers a dynamic workplace and fast decision- making processes. All employees feel responsible and can have a large impact on the projects they are assigned to. ” Marwan Chehade, Account Manager, Sensirion Stäfa 60 61 Sensirion Financial Report 2022Sensirion Financial Report 2022 62 63 Sensirion Financial Report 2022Sensirion Financial Report 2022 Diversity, equality and inclusion 46 nationalities Austria, Belgium, Bosnia and Herzegovina, Brazil, Bulgaria, China, Croatia, Czech Republic, Denmark, Eritrea, Estonia, France, Germany, Greece, Hungary, India, Ireland, Italy, Korea (the Republic of), Kosovo, Latvia, Liechtenstein, Luxembourg, Malaysia, Mexico, Morocco, Netherlands, New Zealand, Philippines, Poland, Portugal, Republic of North Macedonia, Romania, Russian Federation, Serbia, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Taiwan, Tunisia, Turkey, United Kingdom, United States Sensirion’s global leadership believes that diversity, equity and inclusion (DE&I) is a mindset shift that takes deliberate effort. DE&I are Sensirion supports the career advancement of all genders 2022 progress equally and encourages and supports qualified people to As we expand globally, we are evolving our hiring practices take up leadership positions and inspire others with our and working with partners to raise awareness about our key elements of our values, and we are committed to ensuring that all culture of DE&I. individuals feel accepted and part of the Sensirion culture, regardless of their race, gender, sexual or political orientation, or geographic origin. Equality and inclusion By promoting DE & I, we enable equal opportunities and fair conditions for all employees. When recruiting new employees for the R&D, marketing and sales teams where technical skillsets are required, we monitor the gender ratio of the teams compared to the gender ratio of graduating classes in the universities from which we recruit. As part of this focus, we are planning to hold several events with schools in 2023 to raise awareness among women regarding careers in science, technology, engineering and math (STEM) fields. Our global leadership and Board of Directors are unequiv- ocally aligned on the value of nurturing an inclusive work- force to unite our people into a global team. Discrimination is always off-bounds at our company. In 2022, there were no confirmed cases of discrimination at Sensirion. In 2021, an externally conducted salary equality analysis commissioned by Sensirion for its employees in Switzer- land revealed that women and men earn equivalent salaries for the same function and performance. In addition, we conduct an internal salary comparison on an annual basis. employer brand to attract diverse candidates, especially at sites outside Switzerland. At the end of 2022, Sensirion employed people from 46 countries. The following table shows the diversity of gender and age in the management body and workforce of Sensirion in 2022. 64 65 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Diversity of the management body and workforce 2022 % Board of Directors Gender Men Women Total Age < 30 30-50 > 50 Excecutive Management Gender Men Women Total Age < 30 30-50 > 50 Employees with management function 1 Gender Men Women Total Age < 30 30-50 > 50 Employees without management function 1 Gender Men Women Total Age < 30 30-50 > 50 4 2 6 0 2 4 6 0 6 0 3 3 100 27 127 3 95 29 575 322 897 216 546 135 67 % 33 % 0 % 33 % 67 % 100 % 0 % 0 % 50 % 50 % 79 % 21 % 2 % 75 % 23 % 64 % 36 % 24 % 61 % 15 % 1 The 2022 data covers China, Hungary and Switzerland employees excl. apprentices, trainees and interns. Employee development and training We prioritize the development of our talent and invest in their profes- sional growth. We believe our people are our brand ambassadors and it is incumbent upon us to make their time at Sensirion satisfying and productive by increasing their skills and empowerment. Invested in our employees At Sensirion, we appreciate the effort our employees put into the company’s success. Therefore, we invest in them so that they are satisfied in their jobs, continue to grow professionally and consider us an employer of choice. In fact, Sensirion is proud to be considered a benchmark for other companies in the industry for our leading best practices in talent development. Sensirion provides continuous performance and career development reviews to align individual career path opportunities with its employees. The following table shows the proportion of employees by gender and by position who received a performance/career development review in 2022. Performance/career development reviews 1 Gender Male Female Management position Employees with management function Employees without management function % 96 % 96 % 100 % 95 % 1 The 2022 data covers only Switzerland employees excl. apprentices, trainees, interns, temporary and contract workers. Our talent development efforts are overseen by Sensirion’s Vice President Human Resources who works with several HR business partners on the local level using one common learning platform to roll out courses and evaluate engagement. Our goal is to have all Sensirion companies rolled out and employees trained in the new tool within the next three years. The employee development program of Sensirion comprises the following offers to its employees: A) SensiAcademy As part of the SensiAcademy, we currently offer digital and on-site trainings on around 180 topics with internal and external speakers. All employees can register for these trainings, provided the supervisor approves it. The costs are fully covered by the company. In addition, employees in certain specialized areas (such as information technology) where frequent training is required to keep skills up to date regularly participate in external courses. 66 Sensirion Annual Report 2022 Sustainability 67 Sustainability Sensirion Annual Report 2022 “ Young talent is essential for a successful future.” Corinne Osorio, Senior HR Administration Specialist, Sensirion Stäfa B) Operator trainings For operators, a large number of process training courses have to be completed, without which they are not permitted to carry out their work activities. These training costs, often with internal trainers or process managers, are not charged to the operator. C) Special talent development trainings preparing for more responsibility and promotions These talent development trainings focus on our best talents to prepare them for the next promotion. These trainings include external trainings, stays abroad at our subsidiaries and individual coaching. Sensirion covers the full cost of training. Our HR team is in close contact with the line managers in order to develop these talents individually and according to their career plans. D) Individual trainings suggested by employees Individual training suggestions by employees (such as MBA) are assessed case-by-case. Depending on the compatibility of the training with the current or foreseeable career path of the employee and there- fore the long-term benefit from Sensirion’s point of view, we contribute to the training costs. Employees commit to an agreement to stay employed at Sensirion for at least two years after the end of the training. The training process and, above all, the effectiveness of these courses are monitored in line with existing processes. Manual tests are also used by the trainers to evaluate content immersion. For training courses at external education institutions, we check in regularly with the training instructor(s) to evaluate the effectiveness of the training, the applicability for the employee to practice new skills in their role and to document their progress. As part of externally required audits and to retain our ISO certifications, training processes are closely monitored. The following table shows the average hours of training received per employee in 2022. Average hours of training per year per employee 1 Gender Male Female Management position Employees with management function Employees without management function hours 17 18 20 14 1 The 2022 data covers only Switzerland employees excl. apprentices, trainees, interns, temporary and contract workers. 2022 progress In 2022, the new common learning platform was set up for Stäfa and Debrecen with its rollout planned in 2023. Looking ahead, we will prioritize global standardization of our training levels as well as harmo- nize all training content regardless of location (while keeping the local cultural context in mind). 68 69 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Ethical business conduct As an international company that is committed to creating long-term value, Sensirion maintains high standards of corporate governance and pursues a transparent information policy vis-à-vis its stakeholders. Transparent reporting forms the basis for trust. Compliance and governance blower hotline. Complaints about Executive Committee Compliance and governance refer to the internal rules, members are handled discreetly by a member of the Board management structures, processes and practices that we of Directors; complaints about employees are handled by uphold at Sensirion to enable fairness, transparency and the Vice President of Human Resources. For complaints accountability and ensure ethical and transparent corpo- from other stakeholders about suppliers, there is an ethics rate governance. This includes, in particular, compliance complaint form on our . Critical risks are presented and with all legal and stock exchange requirements, such as the discussed in yearly meetings with the Audit Committee and prevention of anti-competitive behavior, money laundering afterwards reported to the Board of Directors. and corruption. Through good corporate governance, Sen- sirion ensures sound business practices that promote fair- Audits and systems controls ness, transparency and accountability and protect the best Sensirion has an internal control system in place in order to interests of its stakeholders. ensure accuracy of bookkeeping. For all fully consolidated legal entities, we conducted internal audits to identify cor- We ensure that all our business practices are aligned with ruption risks in 2022. This also included checking whether local / Swiss laws and our Code of Conduct. The Code of all relevant employees had received training on the Code of Conduct covers ethical topics, including anti-corruption, Conduct. For the audit itself, the focus was on: anti-bribery and whistleblowing, in order to protect our a. Compliance with system controls in the processes business from risks. We believe in creating value by build- (approval limits, compliance with the dual control prin- ing a corporate culture that puts people first. Sensirion’s ciple) Executive Board is responsible for overseeing corporate b. For legal entities with a higher risk that do not qualify governance with mandatory guidelines and policies defin- as low-risk distributors (sales companies), a review of ing our practices. All employees are required to comply the internal control system and an analysis of contribu- with these guidelines and policies. For an overview of all tions per product our policies, please refer to “Our Approach to sustainabil- c. For legal entities, random testing of operating expenses ity” on page 26. (purpose, amount), review of bank transactions and check of payroll accounting (special payments, bonuses, In the event of violations against policies, varying actions salary) such as reprimands or extraordinary terminations are taken depending on its severity. Anti-corruption communication and trainings All Sensirion employees in Stäfa must take the Code of Sensirion has clear processes in place for complaint man- Conduct training when hired and a refresher every five agement and conducts regular audits. The fundamental years. Temporary employees and interns in Stäfa must idea behind this is that employees with legitimate, justified read and sign the most important information of the Code complaints should not be concerned about any conse- of Conduct. The Board of Directors and general manage- quences of raising their voice. All employees are encour- ment are responsible for training themselves. Sensirion aged to raise issues of concern, including feedback on the Automotive Solutions South Korea and Sensirion Hungary strategic and behavioral status of management, to their KFT both signed an anti-bribery policy and employees are supervisors or human resources (HR). Additionally, com- trained in the Code of Conduct and anti-corruption policy. plaints can also be submitted anonymously via the whistle- 70 Sensirion Annual Report 2022 Sustainability 71 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Supplier relationships Our suppliers are required to comply with the RBA stan- dards. Sensirion audits key suppliers on a regular basis and on-site as needed. The Code of Conduct is a part of this audit. Our ethical complaints process for suppliers is also tested internally by our EHS manager on an annual basis to ensure reports are being received by the correct addressee. As of this report’s publication, no human rights violations including child labor have been reported in our supply chain. 2022 snapshot We continued to maintain our compliance and governance leadership with no reports of significant violations of laws and regulations or ethical misconduct filed for 2022 besides exceeding the legal wastewater limit for copper in Stäfa for four weeks, see chapter “Water and wastewater”. There were no significant instances of non-compliance resulting in administrative or judicial sanctions and fines. In 2022, there were no confirmed incidents of corruption. Additionally, there were no legal actions pending or com- pleted regarding anti-competitive behavior and violations of anti-trust and monopoly legislation in 2022. In 2022, we scored well on the RBA audit with 177/200 points. The validated audit report is disclosed on our website. “ From my point of view, the sustain- ability is that the company and the management listen to the employees from all areas and try to take their needs into account. Employees matter and are not just treated as a number that is just an element, but in all aspects we are the ones who move the company forward.” Bence Vince Nagy, Teamleader Automatic Assembly, Sensirion Debrecen Organizational structure Nomination, selection, composition and independence influenced by improper personal interests. Any other board of the Board of Directors memberships of the Executive Board or Board of Director The Nomination and Compensation Committee of the members are disclosed in their respective CVs in the Board of Directors determines the selection criteria for the Corporate Governance Report – pages 92-93 and 104-105. succession of members of the Board of Directors. In doing Related parties transactions are disclosed in the Financial so, it considers, among other things, competencies rele- Statements Report – page 157. vant to the further development of the company, the views of stakeholders (including shareholders), diversity and in- Policies and processes to determine remuneration dependence. Please find further information in the Corpo- The remuneration policies of the Board of Directors and the rate Governance Report – pages 96-98. Executive Committee are disclosed in the Remuneration Report – pages 113-114 and 116-119. As of 31 December 2022, the Board of Directors consisted of six members. All members of the Board of Directors are The processes to determine remuneration of the Board of non-executive directors. None of the members of the Board Directors and the Executive Committee are disclosed in the of Directors held an executive position with Sensirion Remuneration Report – pages 110-114. during the last three financial years preceding the financial year 2022. The governance structure and members includ- The Annual total compensation ratio in 2022 of the CEO ing the committees of the Board of Directors are described compared to the median annual total compensation for all more detailed in the Corporate Governance Report – pages employees (excluding the CEO) based in Switzerland was 92-93 and 96-98, in our Organizational Regulations and in 6.17. the Corporate Governance section on our website. Management and oversight of sustainability The information on the two founders and Co-Chairmen of Particularly business relevant sustainability topics such as the Board of Directors and their function within Sensirion’s innovation and growth are anchored in the corporate strat- management can be found in the Corporate Governance egy. The Board of Directors monitors the execution to the Report – page 99. strategy and reviews the key activities. The Board of Direc- tors is informed once a year about the progress in the CO2 The information on the Independent Director’s Committee strategy, thereby also exerting indirect influence. In the to prevent and mitigate conflicts of interest can be found in future, further anchoring of sustainability topics in Board the Corporate Governance Report – page 99. meetings is planned. The assessment of the quality and effectiveness of the external audit and the internal control Chapter eight “Conflicts of Interest” of the Organizational system is performed by the Audit Committee. On a regular Regulations sets out guidelines for dealing with potential basis, members of the Board of Directors perform a self- and actual conflicts of interest. Its purpose is to clarify and evaluation and assess the efficiency and effectiveness of establish appropriate guidelines for conducting business to their work. ensure business judgment and decision-making are not 72 73 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 Most of the members of the Board of Directors have expe- The interdisciplinary sustainability team consisting of a riences from leading or oversight positions at other listed group of internal experts on topics linked to sustainability companies where they also face sustainability topics and (e.g. Investor Relations, Environmental Health and Safety, are hence well aware of recent best practices. Maintenance & Infrastructure) drive activities and initiatives towards achieving the set goals. They are also responsible Every year, the Board of Directors and the Executive Com- for recommendations to the Executive Board, which leads mittee review the corporate strategy in a joint meeting. This all strategic initiatives including the achievement of the set is prepared by a strategy committee (consisting of the two sustainability goals. They are also responsible for inform- founders and Co-Chairmen and three members of the ing the Board of Directors on all relevant matters related Executive Committee), which meets several times a year to sustainability. for ongoing reviews and further development of the strate- gic framework. In 2022, the CO2 roadmap and the materiality matrix have been approved by the Board of Directors. Significant adjustments to the strategy must be approved by the full Board of Directors. Additionally, the Audit Com- mittee assesses the quality and effectiveness of the inter- nal control system including risk management on a yearly basis as described in the tasks of the Committee in Corpo- rate Governance Report – page 96. The Board of Directors has delegated the Company’s man- agement to the Executive Committee under the direction of the CEO. At the Executive Committee level, sustainability topics are managed by the CEO. A team of experts led by a representative for ESG matters meet once a month to discuss sustainability topics, measures and progress. Prog- ress and pending decisions regarding sustainability ambi- tions are discussed with the CEO and the Executive Board on a regular basis. 74 75 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 76 77 Sensirion Financial Report 2022Sensirion Financial Report 2022 About this sustainability report GRI Content Index This second sustainability report of Sensirion was published on March 14, 2023. The reporting frequency Sensirion Holding AG has reported in accordance with the GRI Standards for the period 1 January 2022 to 31 December is until further notice annually and the reporting scope of this sustainability report covers the consoli- 2022. For the Content Index – Essentials Service, GRI Services reviewed that the GRI content index is clearly presented, in dated subsidiaries listed in the Consolidated Financial Statements on page 152 of the financial report, a manner consistent with the Standards, and that the references for disclosures 2-1 to 2-5, 3-1 and 3-2 are aligned with the except it is stated differently within this sustainability report. The content of the sustainability report appropriate sections in the body of the report. This service was carried out on the English version of the report. has not been externally assured and restatements of information from previous periods have not been made. Regarding questions on this report, please contact: Heiko Komaromi, Director Investor Relations / Business Development Email: heiko.komaromi@sensirion.com GRI 1 used GRI 1: Foundation 2021 Applicable GRI Sector Standard(s) None GRI Standard Disclosure General Disclosures The organization and its reporting practices GRI 2: General Disclosures 2021 2-1 Organizational Details Location in Annual Report Omission P. 20, 84 (Corporate Gover- nance Report) Activities and workers GRI 2: General Disclosures 2021 Governance GRI 2: General Disclosures 2021 2-2 Entities included in the organization’s P. 78 sustainability reporting 2-3 Reporting period, frequency and contact point P. 78 2-4 Restatements of information 2-5 External assurance P. 78 P. 78 2-6 Activities, value chain and other business P. 20 relationships 2-7 Employees 2-8 Workers who are not employees P. 55 P. 55 2-9 Governance structure and composition P. 73-74 2-10 Nomination and selection of the highest P. 73 governance body 2-11 Chair of the highest governance body 2-12 Role of the highest governance body in overseeing the management of impacts P. 73 P. 73-74 2-13 Delegation of responsibility for managing P. 74 impacts 2-14 Role of the highest governance body in P. 74 sustainability reporting 2-15 Conflicts of interest 2-16 Communication of critical concerns 2-17 Collective knowledge of the highest governance body P. 73 P. 71 P. 74 2-18 Evaluation of the performance of the highest P. 73 governance body 2-19 Remuneration policies 2-20 Process to determine remuneration 2-21 Annual total compensation ratio P. 73 P. 73 P. 73 78 79 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 GRI Standard Disclosure Strategy, policies and practices Location in Annual Report Omission GRI 2: General Disclosures 2021 2-22 Statement on sustainable development P. 25 strategy 2-23 Policy commitments 2-24 Embedding policy commitments P. 26 P. 26, 71 2-25 Processes to remediate negative impacts P. 37, 51, 71 2-26 Mechanisms for seeking advice and raising P. 71-72 concerns 2-27 Compliance with laws and regulations 2-28 Membership associations 2-29 Approach to stakeholder engagement 2-30 Collective bargaining agreements Stakeholder engagement GRI 2: General Disclosures 2021 Material topics Materiality assessment and list of material topics GRI 3: Material Topics 2021 3-1 Process to determine material topics 3-2 List of material topics Economic value creation Growth GRI 3: Material Topics 2021 3-3 Management of material topics GRI 201: Economic Performance 2016 201-1 Direct economic value generated and distributed P. 72 P. 26 P. 27 P. 59 P. 30 P. 31 P. 32 P. 32 Innovation GRI 3: Material Topics 2021 3-3 Management of material topics P. 34 Sustainable products and services GRI 3: Material Topics 2021 3-3 Management of material topics GRI 301: Materials 2016 301-1 Materials used by weight or volume P. 35 P. 36 GRI 302: Energy 2016 302-5 Reductions in energy requirements of products P. 35 and services Sustainable supply chain management GRI 3: Material Topics 2021 3-3 Management of material topics GRI 308: Supplier Environ- mental Assessment 2016 GRI 414: Supplier Social Assessment 2016 308-1 New suppliers that were screened using environmental criteria 414-1 New suppliers that were screened using P. 37 social criteria P. 37 P. 37 GRI Standard Disclosure Corporate environmental and climate protection Climate protection GRI 3: Material Topics 2021 3-3 Management of material topics GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions 305-2 Energy indirect (Scope 2) GHG emissions 305-4 GHG emissions intensity Energy use GRI 3: Material Topics 2021 3-3 Management of material topics GRI 302: Energy 2016 302-1 Energy consumption within the organization 302-3 Energy intensity 302-4 Reduction in energy consumption Water and wastewater GRI 3: Material Topics 2021 3-3 Management of material topics GRI 303: Water and Effluents 2018 303-3 Water withdrawal Location in Annual Report Omission P. 46-47 P. 49 P. 49 P. 48-49 P. 50 P. 49 P. 48 P. 50 P. 51 P. 51 Employees Company culture and employee satisfaction GRI 3: Material Topics 2021 3-3 Management of material topics P. 54-59 GRI 401: Employment 2016 401-1 New employee hires and employee turnover P. 56 Diversity, equality and inclusion GRI 3: Material Topics 2021 3-3 Management of material topics P. 64-65 GRI 405: Diversity and Equal Opportunity 2016 GRI 406: Non-discrimination 2016 405-1 Diversity of governance bodies and employees P. 66 406-1 Incidents of discrimination and corrective P. 65 actions taken Employee development and training GRI 3: Material Topics 2021 3-3 Management of material topics GRI 404: Training and Education 2016 404-1 Average hours of training per year per employee P. 67-69 P. 69 404-3 Percentage of employees receiving regular P. 67 performance and career development reviews Ethical business conduct Compliance and governance GRI 3: Material Topics 2021 3-3 Management of material topics P. 71-72 GRI 205: Anti-corruption 2016 GRI 206: Anti-competitive Behavior 2016 205-3 Confirmed incidents of corruption and actions P. 72 taken 206-1 Legal actions for anti-competitive behavior, P. 72 anti-trust, and monopoly practices 80 81 Sensirion Annual Report 2022 SustainabilitySustainability Sensirion Annual Report 2022 82 83 Sensirion Financial Report 2022Sensirion Financial Report 2022 Corporate Governance This report on corporate governance describes Sensirion’s principles of management and control at the highest corporate level of Sensirion in accordance with the Directive on Information relating to Corporate Governance of SIX Exchange Regulation (DCG). Unless stated otherwise, the information in this report is provided as of 31 December 2022. Sensirion’s corporate governance largely follows the guidelines and recommendations set out in the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse in July 2002, as amended in 2007, 2014 and 2016 (the “Swiss Code”). Sensirion has made some adjustments and simplifi- cations to suit its management and shareholder structure. Sensirion’s principles and rules of corporate governance are set forth in its Articles of Association, its Organizational Regulations (including committee charters) and its Regulations on the Registration of Shareholders in the Share Register and the Maintenance of the Share Register (“Share Register Regula- tions”), which are all available on our website (https://www.sensirion.com/articles-of-association- internal-regulations). The Nomination and Compensation Committee of the Board of Directors of Sensirion Holding AG regularly reviews Sensirion’s corporate governance framework and ensures compliance with corporate governance requirements. Group structure and shareholders Group structure Sensirion Holding AG (or the “Company”) is a stock corporation organized under the laws of Switzerland which was incorporated on 7 October 1998 and is registered in the commercial register of the Canton of Zurich under the register number CHE-104.836.469 (LEI: 894500ANJ9YNE8YCTT04). Its registered address is at Laubisrütistrasse 50, 8172 Stäfa, Switzerland. The shares of Sensirion Holding AG have been listed on the SIX Swiss Exchange since the Company’s initial public offering (“IPO”) on 22 March 2018 (ISIN CH0406705126, Swiss Security Number 40670512) according to the International Reporting Standard and since 1 July 2021 according to the Swiss Reporting Standard. The Sensirion Group (“Sensirion” or the “Group”) consists of Sensirion Holding AG and its consolidated subsidiaries, which are listed in the Consolidated Financial Statements on page 152. Sensirion operates as a single operating and reporting segment that encompasses the development, production, sale and servicing of sensor systems, modules and components. This structure is described in more detail in the segment information in the Consolidated Financial Statements on pages 135. Significant shareholders As of 31 December 2022, the following shareholders or group of shareholders have reported to Sensirion Holding AG holding 3 % or more of the voting rights in Sensirion Holding AG: Shareholder % of voting rights Moritz Lechner, Uerikon, Switzerland; Felix Mayer, Stäfa, Switzerland; Fondation des Fondateurs, Zurich, Switzerland; 7-Industries Holding B.V., Amsterdam, Netherlands; EGS Beteiligungen AG, Zurich, Switzerland; Sensirion Holding AG , Stäfa, Switzerland1 Gottlieb Knoch, Zug, Switzerland Davent Holding AG, Wollerau, Switzerland 2 32.5 % 4.9 % 3.5 % 1 The beneficial owner of 7-Industries Holding B.V. is Mrs. Ruthi Wertheimer, Herzliya, Israel. The beneficial owner of EGS Beteiligungen AG, Zurich, Switzerland, is the Ernst Göhner Stiftung, Zug, Switzerland. The shareholders act in concert within the meaning of Article 121 FMIA by virtue of a shareholders’ agreement, as a result of which they, together with the Company, act in concert. Moritz Lechner, Felix Mayer, Fondation des Fondateurs, 7-Industries Holding B.V. and EGS Beteiligungen AG together hold 32.1 % of the voting rights. Percentages are based on the shareholdings known by the Company as of 31 December 2022. 2 The beneficial owner of Davent Holding AG is Dr. Thomas Knecht, Wollerau, Switzerland. Moritz Lechner, Felix Mayer (together the “Founders”), Fondation des Fondateurs, 7-Industries Holding B.V. and EGS Beteiligungen AG (together the “Anchor Shareholders”) have entered into a shareholders’ agreement to govern their rights and obligations as shareholders and/or members of the Board of Directors of Sensirion Holding AG. According to the shareholders’ agreement, the Anchor Shareholders can propose a majority of the candidates nominated for election to the Board of Directors and one of these candidates as Chairman (or two as Co-Chairmen) of the Board of Directors. In addition, each Founder has the right to be (re-)elected by the Anchor Shareholders as member and as Co-Chairman of the Board of Directors. Further, the Anchor Shareholders have also entered into voting undertakings with regard to shareholder resolutions requiring a qualified majority. With respect to the disposal of shares, the Anchor Shareholders have granted each other (and, failing them, Sensirion Holding AG) a right of first refusal and a right of first offer. Finally, the Anchor Shareholders have undertaken that they will only sell all their shares (as long as they hold more than 25 % but less than 33 1⁄3 % of the Company’s voting rights) or shares corresponding to 33 1⁄3 % or more of the Company’s voting rights to a third party if such third party agrees to launch a public tender offer for all publicly held shares of Sensirion Holding AG for a consideration not lower than the consideration promised to the selling Anchor Shareholders. The announcements related to the disclosure notifications made by shareholders during 2022 can be found via the search facility on the platform of the Disclosure Office of the SIX Swiss Exchange: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/. For the purposes of this section, percentages are based on the issued share capital of Sensirion Holding AG recorded in the commercial register as of 31 December 2022. Cross shareholdings The Group has no cross-shareholdings that exceed 5 % of the holdings of capital or voting rights on both sides. 84 85 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Capital structure Capital As of 31 December 2022, the share capital of Sensirion Holding AG amounts to CHF 1,561,572.30 divided into 15,615,723 fully paid-in registered shares with a par value of CHF 0.10 each. In addition, Sensirion Holding AG has authorized share capital in the amount of CHF 145,581.70 (corresponding to 9.3 % of the share capital). Further, Sensirion Holding AG has conditional share capital for employee participations in the amount of CHF 138,924.70 (corresponding to 8.9 % of the share capital) and conditional share capital for financing, acquisitions and other purposes in the amount of CHF 145,581.70 (corresponding to 9.3 % of the share capital). The following table summarizes the capital structure of Sensirion Holding AG. Share capital As per 31 December 2022 % of capital Shares In CHF Share capital Authorized share capital1 Conditional share capital Reserved for employee participation plans Reserved for financing, acquisitions and other purposes 100.0 % 9.3 % 8.9 % 9.3 % 15,615,723 1,561,572.30 1,455,817 145,581.70 1,389,247 138,924.70 1,455,817 145,581.70 1 Expiring on 16 May 2024 Authorized capital The annual general meeting of shareholders of Sensirion Holding AG (the “Annual General Meeting”) resolved on 16 May 2022, among other things, to renew the authorized share capital and authorized the Board of Directors to increase the share capital any time until 16 May 2024 by a maximum amount of CHF 145,581.70 by issuing a maximum of 1,455,817 fully paid-in registered shares with a par value of CHF 0.10 each (see Article 3a of the Articles of Association). Increases in partial amounts are allowed. The sub- scription and acquisition of the new shares as well as any subsequent transfer of the shares is subject to the restrictions set out in the Articles of Association (see “Limitations on Transferability and Nominee Registrations”). The Board of Directors determines the issue price, the type of contribution, the date of issue, the conditions for the exercise of pre-emptive rights and the beginning date for dividend entitle- ment. It may issue new shares by means of a firm underwriting with a subsequent offer to the existing shareholders or, if pre-emptive rights have been excluded or not duly exercised, to third parties. The Board of Directors may permit, restrict or exclude the trade with pre-emptive rights. It may permit the expiry of unexercised pre-emptive rights, or it may place such rights or the respective shares at market conditions or may use them otherwise in the interest of Sensirion Holding AG. Further, the Board of Direc- tors is authorized to restrict or exclude pre-emptive rights of existing shareholders and allocate such rights to third parties or the Group for the acquisition of companies, part(s) of companies or participa- tions, for the acquisition of products, intellectual property or licenses by or for investment projects of the Group, or for the financing or refinancing of any of such transactions through a placement of shares. Conditional capital As of 31 December 2022, the Articles of Association provide for two categories of conditional capital. First, the share capital of Sensirion Holding AG may be increased by an amount not to exceed CHF 138,924.70 by issuing up to 1,389,247 fully paid-in registered shares with a par value of CHF 0.10 per share through the direct or indirect issuance of shares, options or related subscription rights to members of the Board of Directors, members of the Executive Committee or employees of the Group (see Article 3b of the Articles of Association). The pre-emptive rights and advance subscription rights of existing shareholders are excluded. Shares, options or related subscription rights are issued pursuant to regula- tions issued by the Board of Directors and taking into account the compensation principles pursuant to the Articles of Association. Shares or subscription rights may be issued to employees at a price lower than the respective market price quoted on the stock exchange. Second, the share capital may be increased by an amount not to exceed CHF 145,581.70 by issuing up to 1,455,817 fully paid-in registered shares with a par value of CHF 0.10 per share through the exercise or mandatory exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted to shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contrac- tual obligations of Sensirion Holding AG or a Group company (see Article 3c of the Articles of Associa- tion). The pre-emptive rights of existing shareholders are excluded upon the exercise of any such financial instruments in connection with the issuance of shares. The then-current owners of such financial instruments are entitled to acquire the new shares issued upon exercise. The Board of Directors is authorized to restrict or withdraw advance subscription rights of existing shareholders in connection with the issuance of financial instruments if the issuance is for purposes of financing or refinancing the acquisition of companies, parts of a company, participations or investments. If the advance subscription rights are not granted, the financial instruments must be issued at market condi- tions, the exercise price must be set with reference to the prevailing market conditions and the maximum exercise period is 10 years. The subscription and acquisition of the new shares under any conditional capital as well as any sub- sequent transfer of the shares is subject to the restrictions set out in the Articles of Association (see “Limitations on Transferability and Nominee Registrations”). Changes in capital The share capital of Sensirion Holding AG increased by CHF 4,237.30 from CHF 1,557,335.00 to CHF 1,561,572.30 between 1 January 2022 and 30 May 2022. A total of 42,373 fully paid-in registered shares with a par value of CHF 0.10 each were issued out of conditional capital to members of the Executive Committee and other employees under Sensirion’s employee participation plans (see the Compensation Report on pages 84 to 96 as well as Note 6.2 of the Consolidated Financial Statements on pages 127 to 128). As a result, the conditional capital for employee participations (Article 3b of the Articles of Association) was reduced by CHF 4,247.30 (42,373 shares) from CHF 143,162.00 (1,431,620 shares) to CHF 138,924.70 (1,389,247 shares). These capital increases out of conditional capital were registered in the commercial register on 16 June 2022 and published in the Swiss Official Gazette of Commerce on 21 June 2022. Except for this capital increase, the share capital of Sensirion Holding AG did not change in 2022. For information on changes of the share capital during 2021 and 2020, see our Annual Report 2021 on page 59 and our Annual Report 2020 on page 63, respectively. Shares and participation certificates All shares of Sensirion Holding AG are registered shares (Namenaktien) with a par value of CHF 0.10 each and are fully paid-in and non-assessable. All shares rank pari passu in all respects with each other, including in respect of entitlements to dividends, to a share in the liquidation proceeds in the case of a liquidation and to pre-emptive rights. Each share carries one vote at the general meeting of share- holders of Sensirion Holding AG, provided that shareholders and their shares are registered with voting rights in the share register of Sensirion Holding AG. The shares have been issued as uncertificated 86 87 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 securities (Wertrechte) within the meaning of Article 973c of the Swiss Code of Obligations (“CO”), are restriction and for the amendment or cancellation of Article 5 of the Articles of Association regarding the registered in the main register (Hauptregister) maintained by SIX SIS Ltd. and constitute intermediated share register and restrictions on the registration of shareholders and Nominees (see Article 13 para. 2 securities (Bucheffekten) within the meaning of the Swiss Federal Act on Intermediated Securities. of the Articles of Association). As of 31 December 2022, Sensirion Holding AG has not issued any participation certificates. Convertible bonds and options Profit sharing certificates Except for Sensirion’s employee participation plans, neither Sensirion Holding AG nor any of its Group companies has any convertible bonds or options on the equity securities of Sensirion Holding AG out- As of 31 December 2022, Sensirion Holding AG has not issued any profit sharing certificates (Genussscheine). standing as of 31 December 2022. For information on Sensirion’s employee participation plans, see the Compensation Report on pages 110 to 124 as well as Note 6.2 of the Consolidated Financial Statements Limitations on transferability and Nominee registrations on pages 155 to 156. Persons acquiring shares will be registered in the share register as shareholders with voting rights upon their request if they expressly declare to have acquired these shares in their own name and for their own account. The Board of Directors may refuse the registration of an acquirer in the share register as a shareholder with voting rights if such acquirer would, directly or indirectly, acquire or hold in the aggregate, more than 5 % of the shares of Sensirion Holding AG recorded in the commercial register (the “Percentage Limit”; see Article 5 of the Articles of Association). According to Article 5 para. 7 of the Articles of Association, a group clause applies to determine whether the Percentage Limit is crossed. Even if the Percentage Limit is exceeded, the Board of Directors may grant an exception and enter a shareholder with voting rights in the share register (i) if such shareholder held or was allotted more than 5 % of the shares recorded in the commercial register before completion of the IPO, (ii) if such incum- bent shareholder (or their legal successor, respectively) acquires additional shares after the IPO, pro- vided that the opting-up threshold of 40 % of voting rights is not exceeded or (iii) if a person acquires such shares recorded with voting rights from such an incumbent shareholder off-market. Details on the implementation of such exceptions are set out in the Share Register Regulations, in par- ticular, the rule that no shareholder or group of shareholders will be registered in the share register with more than 40 % of the Company’s voting rights. The decision on the granting of exceptions to the Per- centage Limit lies with the Board of Directors who may, with the approval of all members of the Board of Directors, in its own discretion grant further exceptions. Board of Directors The duties and responsibilities of the Board of Directors of Sensirion Holding AG are defined by the Swiss Code of Obligations, the Articles of Association and the Organizational Regulations. Members of the Board of Directors The Board of Directors consists of at least three and no more than seven members (see Article 14 of the Articles of Association). As of 31 December 2022, the Board of Directors consisted of six members. All members of the Board of Directors are non-executive directors. None of the members of the Board of Directors held an executive position with Sensirion during the last three financial years preceding the financial year 2022. Other than as set forth below, none of the members of the Board of Directors has any significant business connections with the Group. The following table sets forth the name, function and committee membership of each member of the Board of Directors as of 31 December 2022. In the financial year 2022, the Board of Directors granted no exceptions from the Percentage Limit Name Function Committee membership First elected Elected until AGM pursuant to Article 5 para. 3 of the Articles of Association. Further, any person that does not expressly state in its application for registration that the relevant shares were acquired for its own account (a “Nominee”) may be entered in the share register as a share- holder with voting rights regarding up to 5 % of the share capital recorded in the commercial register, provided that the Nominee has entered into an agreement with the Company regarding its position and is subject to a recognized bank or financial market supervision. Beyond such registration limit, the Board of Directors may register Nominees as shareholders with voting rights in the share register if such Nominees undertake to disclose the full name, address, citizenship and shareholdings of those persons for whose account the Nominee holds 0.5 % or more of the share capital recorded in the com- mercial register. The group clause pursuant to Article 5 para. 7 of the Articles of Association also applies to Nominees. A resolution passed at a general meeting of shareholders with a qualified majority of at least two-thirds of the votes represented and the absolute majority of the par value of shares represented at such meeting is required for the restriction on the transferability of shares or the cancellation of such a Dr. Moritz Lechner 1 Co-Chairman Member of the Nomination and Dr. Felix Mayer 1 Co-Chairman Compensation Committee Chairman of the Nomination and Compensation Committee 1998 (formation) 1998 (formation) Ricarda Demarmels2 Member Chairwoman of the Audit Committee 2018 2023 2023 2023 François Gabella2 Member Chairwoman of the Independent Directors’ Committee and Lead Independent Director Member of the Nomination and Compensation Committee Member of the Independent Directors’ Committee 2019 2023 Dr. Anja König2 Member Member of the Audit Committee 2021 2023 Member of the Independent Directors’ Committee Dr. Franz Studer2 Member Member of the Audit Committee 2019 2023 1 Dr. Moritz Lechner and Dr. Felix Mayer act for Sensirion AG, each on a 50 % basis, where they are responsible for sensor innovation and strategic tasks. 2 Independent in the sense of the Swiss Code. 88 89 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Board of Directors Felix Mayer, Co-Chairman Anja König, Non-Executive Director Ricarda Demarmels, Non-Executive Director Moritz Lechner, Co-Chairman François Gabella, Non-Executive Director Franz Studer, Non-Executive Director 90 91 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Board of Directors Dr. Moritz Lechner Co-Chairman, Swiss national, born in 1969 François Gabella Non-Executive Director, Swiss national, born in 1958 Moritz Lechner is one of the two founders and Co-Chairman of the Board of Directors of Sensirion Holding AG François Gabella has been a non-executive member of the Board of Directors of Sensirion Holding since 2019. and a member of the Nomination and Compensation Committee. He has been a member of the Board of He serves as member of the Nomination and Compensation Committee and the Independent Directors’ Commit- Directors, acting as Chairman or Vice-Chairman, since the incorporation of Sensirion in 1998. Until June 2016, tee. Prior to joining the Board of Directors, he served as CEO of LEM Holding AG for eight years until 2018. he served as Co-CEO of the Company together with Felix Mayer. Moritz Lechner has received numerous entre- Between 2006 and 2010, he was a member of the Metrology Executive Board and CEO of TESA AG at Hexagon preneurial awards. Currently, he serves on the Board of Directors of Dectris AG as well as 3db Access AG and Metrology, Sweden. Prior to that, François Gabella served as Senior Vice President, Power Transmission & Dis- IRsweep AG. Moritz Lechner worked in the fields of microelectronics and detector technology research at the tribution Division, at ARVEDA T&D for three years. From 1999 until 2001, he served as Group CEO of a portfolio Swiss Federal Institute of Technology (ETH Zurich) and the Paul Scherrer Institute, and studied Physics at ETH company at Texas Pacific Group, USA. Prior to that, he held various positions in the ABB Group. Currently, Zurich, from which he also received his PhD in Microelectronics and Detector Technology. François Gabella is Chairman of the Board of Directors on Natron Energy, Inc and serves on the Board of Direc- Dr. Felix Mayer Co-Chairman, Swiss national, born in 1965 tors of LEM Holding AG, Nextlens AG, Optotune AG and Sonceboz AG. He is Vice President of Swissmem, Vice President of the Advisory Board of Switzerland Global Enterprise and member of economiesuisse. He received Felix Mayer is one of the two founders and Co-Chairman of the Board of Directors of Sensirion Holding AG and a Master’s degree in Microengineering from Ecole Polytechnique Fédérale de Lausanne (EPFL) and an MBA Chairman of the Nomination and Compensation Committee. He has been a member of the Board of Directors, from IMD Lausanne. acting as Chairman or Vice-Chairman, since the incorporation of Sensirion in 1998. Until June 2016, he served as Co-CEO of the Company together with Moritz Lechner. Felix Mayer worked at Siemens for five years and con- Dr. Anja König Non-executive Director, Swiss national, born in 1970 ducted research in the area of microtechnology at the Swiss Federal Institute of Technology (ETH Zurich) for Anja König has been a non-executive member of the Board of Directors of Sensirion Holding AG since 2021. She four years. He is a recipient of numerous entrepreneurial awards. Currently, Felix Mayer serves on the Board of serves as a member of the Audit Committee and Independent Directors’ Committee. Since 2017, Anja König Directors of Lumiphase AG, Nextlens AG, Optotune AG and Luma Beef AG. He studied Physics at ETH Zurich, has been Global Head of the Novartis Venture Fund (NVF) in Basel, Switzerland. Prior to that, she held the from which he also received his PhD in Physics. Ricarda Demarmels Non-executive Director, Swiss national, born in 1979 position of Managing Director at NVF for 10 years. In the context of her work at NVF, she has served on more than fifteen private biotech and foundation boards in the US, Europe and Asia. From 2000 to 2006, Anja König was an Associate Partner at McKinsey & Company in New York. She is currently also a member of the Founda- Ricarda Demarmels has been a non-executive member of the Board of Directors of Sensirion Holding AG since tion Board and Foundation Board Committee at the Swiss National Science Foundation (SNF). Anja König holds 2018. She serves as Chairwoman of the Audit Committee and the Independent Directors’ Committee and as a Master’s degree (Diploma) in Physics from Ludwig-Maximilians-Universität in Munich and a PhD in Theoretical Lead Independent Director. As of 1 January 2023, Ricarda has been appointed as CEO of the Emmi Group Physics from Cornell University. where she has served as Group CFO and a member of the Group Management since June 2019. Between 2015 and 2018, Ricarda Demarmels served as Group CFO and member of the Management Board at Orior AG. From Dr. Franz Studer Non-executive Director, Swiss national, born in 1965 2009 until 2014, she worked for Capvis Equity Partners AG, where she was in charge of various acquisitions Franz Studer has been a non-executive member of the Board of Directors of Sensirion Holding since 2019. and divestitures and supported the strategic development of portfolio companies. From 2005 to 2009, Ricarda He serves as member of the Audit Committee. Since 2012, he has served as Investment Director and Member Demarmels led various strategy, M&A and integration projects for Oliver Wyman, a global management con- of the Executive Committee of EGS Beteiligungen AG. In 2010 and 2011, he was CEO/COO of aizo group. Prior to sulting firm. She studied Finance and Accounting at the University of St. Gallen and holds a Master’s degree in that, for more than ten years, Franz Studer held various management positions at Bühler AG, including Commer- Business Administration from the University of St. Gallen (lic.oec. HSG). cial Director, Vice President, Engineered Products. From 1994 until 1999, he served as attorney at a law firm in Zurich. Currently, he serves on the Board of Directors of Roth Gerüste AG (Chairman of the Board), FAES AG (Chairman of the Board), Kantonsspital Winterthur (Chairman of the Board) and HUBER + SUHNER AG. Franz Studer received both a Master’s and PhD degree from the Faculty of Law, University of Zurich, bar admission from the Canton of Zurich and an Executive MBA from the University of St. Gallen. 92 93 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Changes in the Composition of the Board of Directors Powers and duties Since Heinrich Fischer had reached the extended age limit for members of the Board of Directors, he did The Board of Directors is responsible for the ultimate direction of the Company and the Group’s business not stand for re-election at the Annual General Meeting on 16 May 2022. All other members of the Board and the supervision of the persons entrusted with the management of Sensirion. The Board of Directors of Directors were re-elected for another term of office until completion of the next Annual General represents Sensirion Holding AG vis-à-vis third parties and manages all matters that have not been dele- Meeting to be held in 2023. Other functions and activities gated to another corporate body by law, the Articles of Association, the Organizational Regulations or other internal regulations. Pursuant to Article 29 of the Articles of Association, no member of the Board of Directors may hold more Pursuant to Article 19 of the Articles of Association, the non-transferable and inalienable duties of the than ten mandates on the supreme governing body of companies other than Sensirion Holding AG or its Board of Directors include: subsidiaries, of which not more than four may be in listed companies. Elections and terms of office The members of the Board of Directors and the Chairman (or the two Co-Chairmen) of the Board of Direc- • • • • the ultimate management of the Company and the issuance of necessary instructions; the determination of the organization of the Company; the structuring of the accounting system, the financial controls and the financial planning; the appointment and dismissal of the persons entrusted with management and representation of the tors are elected individually by the general meeting of shareholders for a term of office until completion Company and issuance of rules on the signature authority; of the next Annual General Meeting. Re-election is permitted. If the office of both Co-Chairmen is vacant, • the ultimate supervision of the persons entrusted with management, in particular in view of compliance the Board of Directors has to appoint a new Chairman from among its members for a term of office until completion of the next Annual General Meeting. The Organizational Regulations of Sensirion Holding AG provide that the Board of Directors shall not propose any candidate for election to the Board of Directors who is aged 70 years or above. On an exceptional basis, the Board of Directors may propose candidates aged up to 75 years. Internal organization • • • with the law, the Articles of Association, regulations and directives; the preparation of the annual report and the compensation report; the preparation of the general meeting of shareholders and the implementation of its resolutions; the adoption of resolutions on the increase of the share capital to the extent that such power is vested in the Board of Directors, the confirmation of capital increases, the preparation of the report on the capital increase and the respective amendments to the Articles of Association (including deletions); • the non-transferable and inalienable duties and powers of the Board of Directors pursuant to the Swiss The Board of Directors may appoint one or several vice-chairmen from among its members. The Board Merger Act; also has to appoint a secretary, who need not be a member of the Board of Directors. According to the Articles of Association and the Organizational Regulations, the Board of Directors meets at the invitation of the competent Co-Chairman as often as required and at least four times a year, or whenever a member • • the notification of the judge if liabilities exceed assets; and other powers and duties reserved to the Board of Directors by law or the Articles of Association. of the Board of Directors so requests in writing. In 2022, the Board of Directors held eight meetings, In addition, Article 3.3 of the Organizational Regulations reserves the powers of the Board of Directors two of which were telephone conferences. The meetings lasted on average approximately eight hours (i) to approve the annual investment and operating budgets of the Company and the Group, (ii) to approve each and the telephone conferences approximately one hour. All at site meetings were attended by all certain major transactions, including the purchase and sale of real estate, the raising of financial indebt- members of the Board of Directors. The CEO and CFO regularly participate in meetings of the Board of edness outside of the ordinary course of business, the granting of unsecured loans and guarantees Directors in an advisory capacity. Other members of the Executive Committee are invited to advise on exceeding CHF 2 million, any unbudgeted non-recurring investment exceeding CHF 2 million and any individual items of the agenda. recurring expenses exceeding CHF 500,000 per year, (iii) to adopt or amend the Company’s compensa- tion and benefits strategy and the basic elements of the compensation system for the members of the According to Article 3.6 of the Organizational Regulations and subject to certain exceptions, the Board of Board of Directors and of the Executive Committee, (iv) to adopt or amend any participation or incentive Directors is quorate when the majority of its members (including at least one Co-Chairman) is present. plans for the members of the Board of Directors, the Executive Committee or other employees, (v) subject Generally, the Board of Directors may adopt a resolution by the majority of the votes cast. In case of a to shareholder approval of the maximum aggregate compensation, to approve the compensation of each tie, the Co-Chairman who chairs the meetings of the Board of Directors has the casting vote. However, member of the Board of Directors, (vi) to establish the Company’s dividend policy and to approve share according to the Organizational Regulations, (i) decisions regarding the registration or non-registration of buy-back programs, and (vii) to exercise shareholder rights in other Group companies and to supervise acquirers of shares as shareholders with voting rights in deviation from the regulations governing such their business operations. Further, the Nomination and Compensation Committee proposes the individual registrations and (ii) amendments to the Organizational Regulations that are not of a merely formal nature fixed and variable compensation of the members of the Executive Committee to the Board of Directors or made to conform to statutory requirements require the consent of all members of the Board of Direc- for approval. tors. Resolutions of the Board of Directors may also be passed by way of written consent (including consent by e-mail or other electronic communication), provided that no member of the Board of Directors In accordance with and subject to Swiss law, the Articles of Association and the Organizational Regula- requests oral deliberations. tions, the Board of Directors has delegated the Company’s management to the Executive Committee under the direction of the CEO. 94 95 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 The Co-Chairmen According to Article 4 of the Organizational Regulations, each Co-Chairman may exercise all powers of a • • discussing any material legal or risk matters with the Executive Committee; supporting the Board of Directors with regard to financial planning and the principles of accounting Chairman externally and may represent the Company like a Chairman using the title of Co-Chairman. One and financial control; Co-Chairman is to chair the meetings of the Board of Directors (as of 31 December 2022 Moritz Lechner) • reviewing the appropriateness of the Audit Committee’s powers and responsibilities at least annually and the other Co-Chairman is to chair the annual general meeting of shareholders (as of 31 December and proposing any amendments to the Board of Directors; and 2022 Felix Mayer). The Co-Chairman who is to chair the meetings of the Board of Directors has the • any other tasks delegated to the Audit Committee by the Board of Directors. casting vote at meetings of the Board of Directors. Further, the Board of Directors has delegated the preparation and implementation of its resolutions as well as the supervision of particular matters to the The Audit Committee holds meetings as often as required, but in any event at least twice a year, or as Co-Chairmen. Should a Co-Chairman be unable to exercise his functions, his functions are assumed by requested by any of its members. In 2022, the Audit Committee held three meetings, which lasted on the other Co-Chairman or, if the latter should also be unavailable, by another member of the Board of average approximately three hours each. All members of the Audit Committee, the CEO as well as the Directors appointed by the Board of Directors. CFO in an advisory capacity, attended all meetings. External statutory auditors also participated in the meetings on specific topics. Board Committees The Board of Directors has established three standing board committees: an audit committee (the Nomination and Compensation Committee “Audit Committee”), a nomination and compensation committee (the “Nomination and Compensation The members of the Nomination and Compensation Committee are elected by the general meeting of Committee”) and an independent directors’ committee (the “Independent Directors’ Committee”). shareholders for a term of office until completion of the next Annual General Meeting. Re-election is pos- According to the Organizational Regulations, each standing board committee has the power to procure sible. According to the Articles of Association, the compensation committee shall consist of at least three any information and assistance from within the Company and the Group that it needs to discharge its members of the Board of Directors, which also applies to the Nomination and Compensation Committee responsibilities and is authorized to obtain subject-specific professional consultancy services from for so long as the functions of a nomination committee and a compensation committee are combined in third parties at the expense of the Company. The chairperson of a board committee reports to the one committee. In case of vacancies, the Board of Directors may appoint substitute members from Board of Directors on the committee’s activities. The minutes of the meetings of the board committees among its members for a term of office until completion of the next Annual General Meeting. The chair- are available upon request to the members of the Board of Directors. Audit Committee person of the Nomination and Compensation Committee is appointed by the Board of Directors. Accord- ing to the Organizational Regulations, at least one member of the Nomination and Compensation Com- mittee shall be independent as defined by the Swiss Code. As of 31 December 2022, the Nomination and The chairperson and the other members of the Audit Committee are appointed by the Board of Directors. Compensation Committee consisted of Felix Mayer (Chairman), Moritz Lechner and François Gabella. According to Article 5.2 of the Organizational Regulations, a majority of the members of the Audit Com- Moritz Lechner and Felix Mayer were re-elected, François Gabella was elected as successor of Heinrich mittee shall be independent as defined by the Swiss Code of Best Practice for Corporate Governance of Fischer by the Annual General Meeting on 16 May 2022. Moritz Lechner and Felix Mayer, Co-CEOs until 2014, published by economiesuisse (the “Swiss Code”), and a majority of the members of the Audit Com- June 2016, have been proposed as members of the Nomination and Compensation Committee due to mittee, including its chairperson, shall be experienced in financial and accounting matters. As of 31 their long-standing experience with the Group and its workforce. December 2022, the Audit Committee consisted of Ricarda Demarmels (Chairwoman), Franz Studer and Anja König. According to the Charter of the Nomination and Compensation Committee attached to the Organizational Regulations, the Nomination and Compensation Committee’s responsibilities include: According to the Charter of the Audit Committee attached to the Organizational Regulations, the Audit • reviewing and submitting proposals to the Board of Directors regarding the Company’s compen- Committee’s responsibilities include: sation and benefits strategy and the basic elements of the compensation for members of the Board • assessing the quality and effectiveness of the external audit and the internal control system, of Directors and the Executive Committee; including risk management; • developing the compensation system for the members of the Board of Directors and of the reviewing the Company’s financial statements and the auditors’ management letter; Executive Committee and ensuring its implementation; making recommendations to the Board of Directors regarding the submission of the Company’s • reviewing and submitting proposals to the Board of Directors regarding any participation or financial statements to the Annual General Meeting; assessing the performance, costs and independence of the external auditors; reviewing the scope of the external audit and any other matters pertaining thereto; ensuring appropriate reporting by the external auditors; incentive plans for the members of the Board of Directors, the Executive Committee or other employees; • making grants under participation or incentive plans to members of the Executive Committee and delegating authority to make grants to beneficiaries other than members of the Executive reviewing any questions, comments or suggestions the external auditors may have regarding Committee; • • • • • • internal control, risk management, accounting practices and procedures with the external auditors • reviewing and submitting proposals to the Board of Directors regarding the compensation of each and the CFO; member of the Board of Directors; • supporting the Board of Directors in preparing the proposal to the general meeting of shareholders • resolving on the performance criteria and target values of the compensation of the members to elect or remove the external auditors; of the Executive Committee; 96 97 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 • proposing the fixed and variable compensation of the CEO and, upon recommendation of the CEO, Areas of responsibility of the Board of Directors and the Executive Committee of the other members of the Executive Committee to the Board of Directors for approval, subject to The Board of Directors has the ultimate responsibility for the business strategy of Sensirion and super- approval of the aggregate compensation by the Annual General Meeting; vises the management of the Group. In particular, it decides on the strategic, organizational, accounting • determining selection criteria for the succession of the members of the Board of Directors and financial planning framework of Sensirion. and its committees, the CEO and the other members of the Executive Committee (upon motion of the CEO) and establishing the related succession planning; The Board of Directors has delegated the management to the Executive Committee under the direction • assessing the performance of the members of the Board of Directors and its committees, as well as of the CEO. The powers and duties of the CEO and the Executive Committee are set forth in the that of the members of the Executive Committee, on an annual basis; • reviewing proposals to be made to the Board of Directors for the amendment Organizational Regulations. The CEO has all powers and duties that are not reserved to the Board of Directors or the Co-Chairmen by virtue of law, the Articles of Association or the Organizational Regu- of the Articles of Association, the Organizational Regulations or any other rules or regulations; lations. The CEO chairs the Executive Committee and is responsible for: • reviewing the appropriateness of the Nomination and Compensation Committee’s powers • preparing and implementing resolutions of the Board of Directors and making proposals to the and responsibilities at least annually and proposing any amendments to the Board of Directors; and Board of Directors; • any other tasks delegated to the Nomination and Compensation Committee by the Board of Directors. • • organizing, managing and supervising the day-to-day business; making proposals regarding the appointment of other members of the Executive Committee and for the approval of certain major transactions; The Nomination and Compensation Committee holds meetings as often as required, but in any event at • organizing the Executive Committee and preparing, calling and chairing Executive Committee least twice a year, or as requested by any of its members. In 2022, the Nomination and Compensation meetings; and Committee held five meetings, which lasted on average approximately two hours each. All members, as • ensuring a timely and orderly flow of information between the Executive Committee and the Board well as the CEO in an advisory capacity, attended all meetings. of Directors. Independent Directors’ Committee The Executive Committee shall support the CEO in the discharge of his duties and shall consider and According to the Organizational Regulations, all members of the Board of Directors who are non- decide on all matters and decisions material to the Group that are within its purview. The Executive Com- executive, have not been members of the Executive Committee for at least three years, have no or com- mittee meets on a regular basis in accordance with the guidelines and instructions established from time paratively minor business relations with the Company, and are not the Founders or other representa- to time by the CEO. tives of the shareholder pool to which the Founders belong collectively form the Independent Directors’ Committee. The chairperson of the Independent Directors’ Committee is appointed by the members of Information and control instruments vis-à-vis the Executive Committee the Independent Directors’ Committee and also acts as Lead Independent Director. As of 31 December The CEO informs the Board of Directors at its meetings on the current course of business and all 2022, the Independent Directors’ Committee consisted of Ricarda Demarmels (Chairwoman and Lead major business matters of the Company or the Group companies. On a quarterly basis, the CEO Independent Director), François Gabella and Anja König. The responsibilities of the Independent Directors’ Committee include: informs the Board of Directors on quarterly results (with a comparison to the budget and the result of the previous quarter and the same quarter of the previous year), the Company’s financial situation as well as any developments that might have a significant impact on the course or conduct of business. • approving any transactions between Anchor Shareholders (or their representatives on the Board Any extraordinary matters must be reported by the CEO to the members of the Board of Directors of Directors) and the Group; without delay. • resolving any matters in which an Anchor Shareholder (or its representative on the Board of Directors) has a conflicting interest; The Co-Chairmen maintain close contact with the CEO and the other members of the Executive Com- • reviewing the appropriateness of the Independent Directors’ Committee’s powers and responsibili- mittee. The course of business and all major issues are discussed at regular meetings with the CEO ties at least annually and proposing any amendments to the Board of Directors; resolving any changes to the Independent Directors’ Committee’s powers; and and/or the CFO scheduled at least once a month. Each member of the Board of Directors may request information from the CEO and from the other members of the Executive Committee on the course of any other tasks delegated to Independent Directors’ Committee by the Board of Directors. business. • • The Independent Directors’ Committee holds meetings as often as required or as requested by any of its The Executive Committee updates the Board of Directors on the status of the business plan and key members. The Independent Directors’ Committee held no meeting in 2022 since no matter to be reviewed financial figures on a monthly basis. Disruptive differences to the business plan are reported by the or approved by the Independent Directors’ Committee was pending. CEO to the Co-Chairmen on a case-by-case basis. The yearly forecast and business plan are approved by the Board of Directors. 98 99 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 The internal audit, control and risk management systems within the Group are based on structured and assigned competencies, which are implemented in the ERP system based on function and legal entity. To mitigate financial risks, the subsidiaries may not take out any credit lines nor any bank loans with third parties. Furthermore, clear delimitations of responsibilities and process-integrated controls such as the use of the dual control principle constitute additional control measures. During the financial year, specific control activities have been performed at subsidiary level to ensure a proper and reliable accounting from a stand-alone but also from a group view. The correctness and effectiveness of the internal control system is ensured on an annual basis by process-independent auditing activities by internal audit team members and is regularly reported to the Executive Committee and the Audit Com- mittee. The internal audit reports are made available to the external statutory auditors. The subsidiaries report their financial results to the Executive Committee on a monthly basis. Recruit- ing of new staff at the subsidiary level has to be approved by the respective board of directors. In addition, the Board of Directors of Sensirion Automotive Solutions AG, Qmicro B.V. and Sensirion Connected Solutions AG receive a stand-alone financial and business update from its business on a quarterly basis. Executive Committee In accordance with and subject to Swiss law, the Articles of Association and the Organizational Regulations, the Board of Directors has delegated the Company’s management to the Executive Committee under the direction of the CEO. Members of the Executive Committee According to the Organizational Regulations, the CEO is appointed by the Board of Directors and shall not be a member of the Board of Directors. The other members of the Executive Committee are appointed or removed by the Board of Directors upon motion of the CEO. As of 31 December 2022, the Executive Committee consisted of six members (including the CEO). The following table sets forth the name and position of each member of the Executive Committee. Name Appointed Position Dr. Marc von Waldkirch Dr. Johannes Bleuel Matthias Gantner Heiko Lambach Dr. Andrea Orzati Dr. Johannes Schumm 2016 2012 2012 2011 2013 2016 Other functions and activities CEO VP Operations CFO VP Human Resources VP Sales & Marketing VP Research & Development Pursuant to Article 29 of the Articles of Association, no member of the Executive Committee may hold more than five mandates on the supreme governing body of companies other than Sensirion Holding AG or its subsidiaries, of which not more than one may be in listed companies. Management contracts Sensirion Holding AG has not entered into any management contracts with other companies (or individuals) not belonging to the Group. 100 101 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Executive Committee Matthias Gantner, CFO Marc von Waldkirch, CEO Andrea Orzati, VP Sales & Marketing Johannes Bleuel, VP Operations Heiko Lambach, VP Human Resources Johannes Schumm, VP Research & Development 102 Sensirion Annual Report 2022 Corporate Governance Corporate Governance Sensirion Annual Report 2022 103 Executive Committee Dr. Marc von Waldkirch CEO, Swiss national, born in 1974 Dr. Andrea Orzati VP Sales & Marketing, Italian and Swiss national, born in 1973 Marc von Waldkirch has been serving as the Company’s CEO since 2016. Before becoming CEO, he held a Andrea Orzati has been Vice President Sales & Marketing since 2013. After joining the Group in 2008, he held variety of management positions in the Group from 2005 to 2016, including Vice President Research & Develop- various positions, including Vice President of Mobile & Consumer Business, Director International Sales and ment and Head of the Research & Development Liquid Flow Sensors. Before joining the Group, he worked as Manager Distribution Network. Before that, he worked for u-blox AG as Design Manager for three years and Research Assistant at the Swiss Federal Institute of Technology (ETH Zurich). Currently, Marc von Waldkirch was a Research Group Leader at the Swiss Federal Institute of Technology (ETH Zurich) for two years. Cur- serves on the Board of Directors of Tannerberg AG. He received a MSc in Physics and a PhD in Electrical Engi- rently, Andrea Orzati is partner of ILA Wine SCL. He studied Electronic Engineering at the University of Cagliari neering, both from ETH Zurich. and holds a PhD in Microwave Electronics from ETH Zurich as well as a joint MBA from the Ecole Polytechnique Fédérale de Lausanne (EPFL) and the Faculty of Business and Economics of the University of Lausanne (HEC Dr. Johannes Bleuel VP Operations, German national, born in 1971 Lausanne). Johannes Bleuel has been the Vice President Operations since 2012. Prior to joining the Group, he was COO of E-Senza Technologies GmbH for three years. Prior to that, he worked at Siemens Communications in Germany Dr. Johannes Schumm VP Research & Development, German national, born in 1979 and the United States for nine years, where he held various management positions in R & D and Operations. He Johannes Schumm has been the Vice President Research & Development since 2016. Before that, he worked as studied Physics at the Technical University Darmstadt (Dipl. Phys.) and holds a PhD in Physics from the Techni- Director of Research & Development Pressure Sensors and Project Manager. Prior to joining the Group in 2010, cal University Munich. he was Research Assistant at the Swiss Federal Institute of Technology (ETH Zurich) for four years. He studied Electrical Engineering and Information Technology at RWTH Aachen University and received a PhD in Electrical Matthias Gantner CFO, German national, born in 1964 Engineering from ETH Zurich. Matthias Gantner has been serving as the Company’s CFO since 2012. He has many years of experience in finance and, prior to joining the Group, he held the position of Head of Service and Sales Order Processing at allsafe Jungfalk for one year, where he was a member of the Executive Committee for the same period. Prior to that, he held various functions related to finance and controlling at Norican Group for thirteen years and worked as Controller at Schiesser Eminence Group for three years. He holds a degree in Business Administration from the University of Applied Sciences, Pforzheim (Dipl.-Betriebswirt). Heiko Lambach VP Human Resources, German national, born in 1968 Heiko Lambach has been the Vice President Human Resources since 2011. Prior to joining the Group, he held various human resources positions, including the position of Director Human Resources at Shot Blast Europe (Georg Fischer) DISA Industrie AG for eight years. Prior to that, he worked as Human Resources Manager at FJA Feilmeier & Junker AG in Germany and Switzerland for five years. After studying Economics at the University of Applied Sciences in Bochum, he joined Orsay GmbH in Germany, where he started his career as Personnel Officer. Heiko Lambach holds a degree in Business Administration (Dipl.-Betriebswirt). 104 105 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Compensation, shareholdings and loans Information on the compensation and shareholdings of the members of the Board of Directors and the Executive Committee are set forth in the Compensation Report starting on page 110. Shareholders’ participation rights Voting rights restrictions and representation At the general meeting of shareholders of Sensirion Holding AG, each registered share of Sensirion Holding AG entitles the owner to one vote. A shareholder may only exercise voting rights or rights asso- ciated therewith to the extent that such shareholder has been recorded in the share register as a share- holder with voting rights. No shareholder or proxy may, directly or indirectly, exercise voting rights attached to shares that he or she owns or represents that would collectively exceed 5 % of the shares of Sensirion Holding AG recorded in the commercial register (the “Voting Limit”; see Article 12 of the Articles of Association). According to Article 12 para. 3 of the Articles of Association, a group clause applies to determine whether the Voting Limit is crossed. The Voting Limit does not apply to (i) the exer- cise of voting rights by shareholders or their proxies, respectively, to the extent that their shares are registered with voting rights in the share register (see above “Limitations on Transferability and Nominee Registrations” on page 88) or (ii) to the independent proxy to the extent that he has been appointed as proxy by shareholders. A resolution passed at a general meeting of shareholders with a qualified majority of at least two-thirds of the votes represented and the absolute majority of the par value of shares represented at such meeting is required for the amendment or cancelation of Article 12 para. 1 to 4 of the Articles of Association regarding the Voting Limit. Shareholders of Sensirion Holding AG may elect to be represented at a general meeting of shareholders by the independent proxy, by their legal representative or, by means of a written proxy, by any other proxy, who need not be a shareholder. On 16 May 2022, the Annual General Meeting re-elected Law Office Keller Partnership, Zurich, as the independent proxy of Sensirion Holding AG for a term of office until completion of the next Annual General Meeting. Quorum and majorities required by the Articles of Association There is no provision in the Articles of Association requiring the presence of shareholders to constitute a quorum for general meetings of shareholders. Shareholders’ resolutions generally require the approval of an absolute majority of the votes represented at the general meeting of shareholders, unless otherwise required by Swiss law or the Articles of Associ- ation. A resolution passed at a general meeting of shareholders with a qualified majority of at least two- thirds of the votes represented and the absolute majority of the par value of shares represented at such meeting is required by the Articles of Association for (i) any amendment of the Company’s purpose; (ii) the creation or cancelation of shares with privileged voting rights; (iii) restrictions on the transferability of registered shares and the cancelation of such a restriction; (iv) an authorized or conditional share capital increase; (v) a share capital increase by conversion of equity surplus, against contributions in kind or for purposes of an acquisition of assets, or the granting of special benefits; the limitation or withdrawal of pre-emptive rights of shareholders; (vii) the relocation of the registered office of the Company; (viii) the dissolution of the Company; and (ix) mergers, demergers and conversions pursuant to the Swiss Merger Act. In addition, such qualified majority is also required pursuant to Article 13 para. 2 section 10 of the Articles of Association for the amendment or cancellation of the following provisions of the Articles of Association, with the exception of editorial or technical amendments: (w) the provisions regarding the share register, restrictions on the registration of shareholders therein, and Nominees (Article 5), (x) the provisions regarding shareholders’ right to vote, including the Voting Limit (Article 12 para. 1 to 4), (y) the provision regarding the size of the Board of Directors (Article 14), and (z) the provision regarding the opting-up in relation to the obligation to make a mandatory tender offer (Article 33). Calling and agenda of the general meeting of shareholders General meetings of shareholders are convened by the Board of Directors or, if necessary, by the exter- nal auditors in accordance with Swiss law. Pursuant to Article 8 of the Articles of Association, an extra- ordinary general meeting of shareholders must be convened upon resolution of a general meeting of shareholders or upon written request by one or several shareholders who represent an aggregate of at least 10 % of the Company’s share capital recorded in the commercial register, provided that such request specifies the agenda items and the proposals or, in case of elections, the names of the proposed candi- dates. Pursuant to Article 10 of the Articles of Association, one or several shareholders who represent an aggregate of at least 3 % of the Company’s share capital recorded in the commercial register have the right to request that a specific proposal be put on the agenda for the next general meeting of share holders. The Articles of Association require that such request is communicated to the Board of Directors at least 45 calendar days prior to the next general meeting. A general meeting of shareholders is convened at least 20 calendar days prior to such meeting by pub- lishing a notice of the meeting in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamts- blatt). Registered shareholders may in addition be notified of a general meeting of shareholders in writing. Registration in the share register Prior to a general meeting of shareholders, the Board of Directors will determine the date on which a shareholder has to be registered in the share register in order to exercise his or her participation and voting rights in the general meeting of shareholders. This record date will be published, together with the invitation to the general meeting of shareholders, in the Swiss Official Gazette of Commerce. As a rule, the share register will be closed for new entries around 10 days prior to the general meeting of shareholders. Changes of control and defense measures Duty to make an offer and opting-up Pursuant to the Swiss Federal Financial Market Infrastructure Act (“FMIA”), any person that acquires equity securities of a company whose shares are listed on a Swiss stock exchange, whether directly or indirectly or acting in concert with third parties, and, as a result, exceeds the threshold of 33 1/3 % of the voting rights (whether exercisable or not) of such company must submit a public tender offer to acquire 100 % of the listed equity securities of such company. Article 33 of the Articles of Association of Sensirion Holding AG provides for an opting-up pursuant to art. 135 para. 1 FMIA by raising such threshold to 40 % of the voting rights of Sensirion Holding AG. Accordingly, the rules regarding mandatory tender offers would only be triggered if the threshold of 40 % of the voting rights is exceeded. Clauses on changes of control Sensirion Holding AG granted restricted share units (“RSUs”) outstanding as of 31 December 2022 to employees of the Group, including members of the Executive Committee, under the Bonus and Restricted Share Unit Plan of Sensirion Holding AG (see Compensation Report on pages 110 to 124). In the event of a change of control of Sensirion Holding AG, the Board of Directors may in its sole discretion (i) terminate unvested RSUs against compensation, (ii) convert, replace or roll over unvested RSUs, and (iii) in the event of a conversion, sell the shares resulting from such conversion. 106 107 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Auditors Duration of the mandate and term of office of the lead auditor KPMG AG (“KPMG”), Badenerstrasse 172, 8036 Zurich, Switzerland has acted as statutory external auditor of Sensirion Holding AG since 2008. The Annual General Meeting re-elected KPMG as external auditors on 16 May 2022. Silvan Jurt (Partner) has been acting as the responsible lead auditor since 2019. In accordance with Swiss law, the lead auditor will rotate at least every seven years. Auditing fees and additional fees In the financial year 2022, total auditing fees charged by KPMG for the audit of the consolidated financial statements of Sensirion Holding AG and its Group companies as well as the audit of the statutory financial statements of Sensirion Holding AG amounted to CHF 340,800. This includes audit-related additional fees of CHF 68,400. For additional services performed by KPMG in the financial year 2022, Sensirion was charged total non- auditing fees as follows. Additional fees, in thousand of CHF Tax advice Total Information instruments Amount 6 6 The Board of Directors exercises its responsibility for the supervision of the auditors through the Audit Committee, which assesses the quality and effectiveness of the external audit on a regular basis. The Audit Committee reviews the scope of the external audit, the audit plan as well as the results of the external audit. Further, the Audit Committee reviews any questions, comments or suggestions of the external auditors regarding internal control, risk management and accounting practices and procedures with the external auditors and the CFO. In addition to the audit reports on the consolidated financial statements and the statutory financial state- ments of Sensirion Holding AG, the external auditors prepare a comprehensive report for the Board of Directors pursuant to Article 728b CO. The Audit Committee discusses the comprehensive report and the results of the external audit in detail with the external auditors. The lead auditor attended all meetings of the Audit Committee. Further, the Audit Committee assesses the performance, costs and independence of the external auditors on an annual basis and supports the Board of Directors in preparing the proposal to the general meeting of shareholders to elect the external auditors. The Audit Committee verifies that any additional services of the external auditors not relating to the audit services are provided within the independence requirements pursuant to Swiss law. The external auditors are required to confirm that their performance of these additional services will not affect their indepen- dence for the audit mandate. Information policy Sensirion Holding AG publishes its annual report and its interim report on the dates listed in the financial calendar set forth below and published on its Investor Relations website at https://www.sensirion.com/ financial-calendar. Financial reports, press releases, information on corporate governance and share information are available on the Investor Relations website at https://www.sensirion.com/investors. The CEO, the CFO and the Director Investor Relations regularly take part in various external investor meetings. Sensirion Holding AG publishes price-sensitive information in accordance with its disclosure obligations pursuant to the rules of the SIX Swiss Exchange (rules on ad hoc publicity). Interested persons may join Sensirion’s mailing list for ad hoc disclosures by subscribing for the company’s financial media releases at https://www.sensirion.com/financial-newsletter. Further information for shareholders is available at https://www.sensirion.com/ad-hoc-notices. General black-out periods According to the Company’s securities trading policy, members of the Board of Directors and the Executive Committee and employees directly reporting to them including their respective staff having access to inside information are prohibited from trading in shares and other securities of the Company as well as related financial instruments during the following periods due to their access to confidential information on a regular basis: • the periods starting two weeks prior to the end of any half- and full-year reporting period of the Company and ending one full trading day following the public release of the respective results; • the period starting two weeks before any other public earnings release of the Company and ending one full trading day following such public release; and • the period starting four weeks prior to the first public release of an offering memorandum for the issuance of shares or other securities of the Company and ending one full trading day following such public release. Contact Sensirion Holding AG · Heiko Komaromi, Director Investor Relations and Business Development Laubisrütistrasse 50 · 8712 Stäfa · Switzerland Phone: +41 44 544 1644 · heiko.komaromi@sensirion.com Financial calendar 14 March 2023 2022 full-year results and annual report 15 May 2023 Annual general meeting 23 August 2023 2023 half-year results and interim report 108 109 Sensirion Annual Report 2022 Corporate GovernanceCorporate Governance Sensirion Annual Report 2022 Compensation Report This Compensation Report describes Sensirion’s principles of compensation and provides information on the compensation awarded to the members of the Board of Directors and the Executive Committee in the financial year 2022. The Compensation Report has been prepared in accordance with the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (the “Compensation Ordinance”), item 5 of the Directive on Information relating to Corporate Governance of SIX Exchange Regulation and the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse (the “Swiss Code”). The Compensation Report will be presented to the annual general meeting of shareholders of Sensirion Holding AG (the “Annual General Meeting”) on 15 May 2023 for a consultative vote. Basic principles of compensation The compensation system of Sensirion aims to attract, engage and retain talented, highly qualified and motivated executives and employees to implement Sensirion’s strategy, to ensure sustainable corporate growth, to foster an entrepreneurial mindset and to create long-term sustainable shareholder value. The key principles of our compensation system are based on our company values “fair and honest, work together, top performance” and are as follows: • • • Fairness, transparency and simplicity (reflecting “fair and honest”); Reward for performance (reflecting “top performance”); Focus on sustainable long-term value creation, thereby aligning executives’ and employees’ interests with shareholders’ interests (reflecting “work together”). In order to implement the above-mentioned principles, we treat all employees, including the Executive Committee, in the same manner regarding remuneration. In addition, as a result of Sensirion’s long-term business perspective based on the fact that the majority of projects worked on in a given year only generate relevant revenues within a timeframe of two to four years, Sensirion does not believe that a very short-term view reflects all considerations pertaining to an annual bonus. As a consequence, our guiding principles for the annual bonus are as follows: • • Employees participate in the long-term development of Sensirion by way of the Bonus and RSU Plan. At Sensirion, individual performance is assessed against pre-defined individual performance objectives and discussed with the supervisor as part of a year-end personal review meeting where new individual performance objectives are determined for the following year. • Sensirion believes that individual performance cannot be fully measured by key performance indicators only and that looking at quantitative targets only may create wrong incentives. Therefore, (i) the major part of an employee’s compensation consists of a fixed base salary and the variable bonus only accounts for a small portion of the total compensation and (ii) the bonus takes into account the overall assessment of an employee’s individual performance by their direct supervisor. The annual bonus typically amounts to up to 10 % of fixed compensation for employees and up to 20 % of fixed compensation for members of the Executive Committee. • For the members of the Executive Committee, the aggregate variable compensation proposed to the Annual General Meeting by the Board of Directors is subject to approval by the Annual General Meeting before being executed. Compensation governance Responsibility for compensation In accordance with the Articles of Association and the Organizational Regulations of Sensirion Holding AG, the Board of Directors is responsible for the compensation and benefits strategy of Sensirion and for the basic elements of the compensation system for the members of the Board of Directors and of the Executive Committee. The Board of Directors approves the individual compensation of the members of the Board of Directors and the Executive Committee subject to approval of the maximum aggregate compensation by the Annual General Meeting. The Nomination and Compensation Committee supports the Board of Directors in compensation-related matters. It consists of at least three members of the Board of Directors, of which at least one member must be independent as defined by the Swiss Code. As of 31 December 2022, the Nomination and Com- pensation Committee consisted of Felix Mayer (Chairman), Moritz Lechner and François Gabella, who were elected by the Annual General Meeting on 16 May 2022. According to the Charter of the Nomination and Compensation Committee attached to the Organizational Regulations, the Nomination and Compen- sation Committee has the following main tasks: • developing the compensation system for the members of the Board of Directors and the Executive Committee and ensuring its implementation; • making grants under participation or incentive plans to members of the Executive Committee and delegating authority to make grants to beneficiaries other than members of the Executive Committee; • resolving on the performance criteria and target values of the compensation of the members of the Executive Committee; and • proposing the fixed and variable compensation of the CEO and, upon recommendation of the CEO, of the other members of the Executive Committee to the Board of Directors for approval, subject to approval of the aggregate compensation by the Annual General Meeting The Nomination and Compensation Committee holds meetings as often as required, but in any event at least two times a year, or as requested by any of its members. In 2022, the Nomination and Compensation Committee held five meetings, which all members attended. The Chairman of the Nomination and Com- pensation Committee reports to the Board of Directors on the committee’s activities. The minutes of the meetings of the Nomination and Compensation Committee are available upon request to the members of the Board of Directors. Additional information on the Nomination and Compensation Committee is provided in the Corporate Governance Report on page 97 and 98. 110 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 111 Approves Proposes Proposes applicable to the Board of Directors and the Executive Committee. These provisions include: Authorities in compensation-related matters AGM Board NCC CEO Compensation and benefits strategy; basic elements of the compensation system Approves Proposes Maximum aggregate compensation of the Board Approves Proposes Proposes Individual compensation of Board members Approves Proposes Approves Proposes Proposes Maximum aggregate fixed compensation of the EC (prospective) Aggregate variable compensation of the EC (retrospective) Individual compensation of the CEO Approves Proposes Individual compensation of other EC members Approves Proposes Proposes Performance criteria and target values of compensation of EC members Approves Proposes Compensation Report Consultative vote Approves Proposes AGM: Annual General Meeting; Board: Board of Directors; NCC: Nomination and Compensation Committee; CEO: Chief Executive Officer; EC: Executive Committee Shareholders’ approval of compensation (Say on Pay) In accordance with Article 18 of the Compensation Ordinance and Article 25 of the Articles of Association, the Annual General Meeting must approve the proposals by the Board of Directors regarding the aggregate amounts of: (1) the maximum compensation of the Board of Directors until completion of the next Annual General Meeting; (2) the maximum fixed compensation of the Executive Committee for the following financial year; and (3) the variable compensation of the Executive Committee for the preceding financial year. The following chart shows for which periods proposals on compensation will be submitted for approval to the Annual General Meeting on 15 May 2023. AGM 2023 (15 May 2023) AGM 2024 1 Board of Directors Max. aggregate compensation of Board of Directors until completion of Annual General Meeting 2024 (prospective) 2 Executive Committee fixed Max. aggregate fixed compensation of Executive Committee for financial year 2024 (prospective) 3 Executive Committee variable Aggregate variable compensation of Executive Committee for financial year 2022 (retrospective) Financial year 2022 Financial year 2023 Financial year 2024 If the maximum aggregate amount of compensation of the Executive Committee already approved by the Annual General Meeting is not sufficient to also cover the compensation of persons newly appointed to or promoted within the Executive Committee, each such person may be paid up to 40 % (in the case of the CEO) or 20 % (all other members of the Executive Committee), as applicable, of the aggregate amount of (maximum) compensation of the Executive Committee last approved by the Annual General Meeting. Compensation rules in the Articles of Association The Articles of Association of Sensirion Holding AG, which can be found on our website (https://www. sensirion.com/articles-of-association-internal-regulations), provide for the principles of compensation • Approval of the compensation of the Board of Directors and the Executive Committee by the Annual General Meeting (Article 25); • • Supplemental amount for changes to the Executive Committee (Article 26); and Principles of compensation of the members of the Board of Directors and the Executive Committee (Article 27). The Articles of Association do not provide for the granting of loans and credit facilities to the members of the Board of Directors or the Executive Committee. Compensation of the members of the Board of Directors Compensation structure The compensation for the members of the Board of Directors consists exclusively of a fixed compensa- tion in cash to ensure that the Board of Directors remains independent in exercising its supervisory duties towards the Executive Committee. In accordance with the Articles of Association, the Board of Directors determines the amount of compensation of its members based on their position and level of responsibil- ity on an annual basis. The Co-Chairmen are both acting for Sensirion AG, Stäfa, Switzerland, each on a 50 % basis, and are responsible for sensor innovation and strategic tasks. They are not involved in the day-to-day manage- ment of Sensirion. For their work, each Co-Chairman receives a fixed compensation of CHF 250,000 p.a., consisting of CHF 100,000 for their role as Co-Chairman and CHF 150,000 for sensor innovation and stra- tegic tasks. In addition, they participate in the occupational pension plans of Sensirion. The Co-Chairmen are neither entitled to a performance-related compensation nor to any additional compensation as Co-Chairmen and chairman or member of any committee. The compensation awarded to the other members of the Board of Directors consists of a fixed board membership fee of CHF 50,000 p.a. and additional fixed fees as chairperson or member of a committee of the Board of Directors as set forth below. 112 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 113 Elements of Board compensation (in CHF per year) Chairperson Member Compensation period Approved (CHF) Effective (CHF) Board of Directors Audit Committee (AC) Nomination and Compensation Committee (NCC) Independent Directors’ Committee (IDC) 250,0001 30,000 n/a2 10,000 50,000 20,000 10,0003 10,000 1 Each Co-Chairman receives a fixed compensation of CHF 250,000 p.a. by Sensirion AG, each on a 50 % basis, CHF 100,000 for their role as Co-Chairman and CHF 150,000 for sensor innovation and strategic tasks. The Co-Chairmen do not receive any additional compensation as Co-Chairmen of the Board of Directors. 2 Dr. Felix Mayer, Co-Chairman, does not receive any additional compensation as chairman of the NCC. AGM 2021 – AGM 2022 AGM 2022 – AGM 2023 1,010,000 950,000 996,854 to be determined1 AGM: Annual General Meeting 1 The effective amount will be disclosed in the 2023 Compensation Report. Compensation of the Board of Directors in 2022 (audited) Basic compensation Additional compensation (committees, special tasks) Pension benefits and social security contributions Total compensation 3 Dr. Moritz Lechner, Co-Chairman, does not receive any additional compensation as member of the NCC. In CHF For the last time in 2021, Sensirion performed a comparison of the compensation for the members of the Board of Directors with peers listed on the SIX Swiss Exchange from the technology and manufacturing sectors with revenues in the range of CHF 50-600 million. In addition, all members of the Board of Directors may be compensated with an additional fee in exceptional circumstances for performing special tasks for Sensirion, assigned to them and approved by the Board of Directors, that are outside of their regular duties and activities as members of the Board of Directors. The members of the Board of Directors are compensated in cash. The cash compensation is paid to the Co-Chairmen on a monthly basis and to the other members of the Board of Directors on an annual basis in arrears. Further, the members of the Board of Directors are reimbursed for all reasonable expenses incurred by them in the discharge of their duties. The Nomination and Compensation Committee reviews the annual compensation of the members of the Board of Directors and submits a proposal to the Board of Directors regarding the compensation of each member of the Board of Directors on an annual basis. The Co-Chairmen and the other members of the Nomination and Compensation Committee participate in meetings of the Nomination and Compensation Committee where their compensation is discussed. The Nomination and Compensation Committee decides collectively on the overall proposal to the Board of Directors regarding the individual compensa- tion of the members of the Board of Directors. The Board of Directors approves collectively in one vote the individual compensation of the Co-Chairmen and its other members as well as the proposal to the Annual General Meeting regarding the aggregate amount of the maximum compensation for all of its members once per year in a meeting where all members are present. Compensation awarded to the members of the Board of Directors As of 31 December 2022, the Board of Directors consisted of six members. At the Annual General Meeting on 16 May 2022, Heinrich Fischer did not stand for re-election after reaching the extended age limit pur- suant to the Organizational Regulations. All other current members of the Board of Directors were re-elected for another period. For the financial years 2022 and 2021, the compensation of the members of the Board of Directors is set out in the table below. The compensation awarded to the members of the Board of Directors for the term up to the Annual General Meeting 2022 was within the maximum aggregate amount of compensation approved by the Annual General Meeting 2021 as set forth below. The maximum aggregate amount of compensation for the members of the Board of Directors for the current term was approved at the Annual General Meeting on 16 May 2022. Dr. Moritz Lechner, Co-Chairman Dr. Felix Mayer, Co-Chairman Ricarda Demarmels Heinrich Fischer1 François Gabella Dr. Anja König Dr. Franz Studer Total 250,0002 250,0002 50,000 16,667 50,000 50,000 50,000 – – 40,000 13,333 16,667 23,333 20,000 45,138 48,813 6,7673 1,8353 5,0133 5,5143 5,2633 295,138 298,813 96,767 31,835 71,680 78,847 75,263 716,667 113,333 118,343 948,343 1 Member of the Board of Directors until 16 May 2022. 2 Each Co-Chairman receives a fixed compensation of CHF 250,000 p.a. by Sensirion AG, each on a 50 % basis, consisting of CHF 100,000 for their role as Co-Chairman and CHF 150,000 for sensor innovation and strategic tasks. The Co-Chairmen do not receive any additional compensation as Co-Chairmen of the Board of Directors. 3 Social security contributions required by Swiss Law. Compensation of the Board of Directors in 2021 (audited) In CHF Dr. Moritz Lechner, Co-Chairman Dr. Felix Mayer, Co-Chairman Ricarda Demarmels Heinrich Fischer François Gabella Dr. Anja König Dr. Franz Studer Total Basic compensation Additional compensation (committees, special tasks) Pension benefits and social security contributions Total compensation 250,0001 250,0001 50,000 50,000 50,000 33,333 50,000 – – 40,000 40,000 10,000 6,667 20,000 45,643 49,398 6,7672 4,6992 4,5112 2,9382 5,2632 295,643 299,398 96,767 94,699 64,511 42,938 75,263 733,333 116,667 119,219 969,219 1 Each Co-Chairman received a fixed compensation of CHF 250,000 p.a. by Sensirion AG, each on a 50 % basis, consisting of CHF 100,000 for their role as Co-Chairman and CHF 150,000 for sensor innovation and strategic tasks. The Co-Chairmen did not receive any additional compensation as Co-Chairmen of the Board of Directors. 2 Social security contributions required by Swiss Law. 114 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 115 Loans or credits to members of the Board of Directors (audited) Base salary As of 31 December 2022, there were no outstanding loans or credit facilities between Sensirion and Members of the Executive Committee receive an annual base salary as fixed compensation paid in cash current members of the Board of Directors. Former members of the Board of Directors (audited) on a monthly basis. It reflects the scope and key areas of responsibility of the position, the qualification and skills required to perform the role, and the experience, seniority and skill set of the individual person. The base salary is reviewed and determined on an annual basis by the Nomination and Compensation In 2022, no compensation was paid to former members of the Board of Directors. As of 31 December Committee and approved by the Board of Directors. The CEO makes recommendations to the Nomination 2022, there were no outstanding loans or credit facilities between Sensirion and former members of the and Compensation Committee for the base salary of the other members of the Executive Committee. Board of Directors. Related parties of members of the Board of Directors (audited) In 2022, no compensation was paid to parties closely related to current or former members of the Board of Directors. As of 31 December 2022, there were no outstanding loans or credit facilities between Sensirion and parties closely related to current or former members of the Board of Directors. Compensation of the members of the Executive Committee Compensation structure The compensation for the members of the Executive Committee (or “EC”) consists of an annual base salary, benefits and a bonus awarded in the form of restricted shares and restricted share units (“RSUs”). Compensation components Instrument Purpose Influenced by Annual base salary Bonus (share-based compensation) Basic fixed compensation Paid in cash on a monthly basis Annual variable bonus Paid in restricted shares and RSUs Attract and retain talented and highly qualified executives Position Experience Competitive market Reward individual and company performance Align to shareholders’ interest Foster entrepreneurial mindset Contribution to short-, mid- and long- term goals of the company Personal initiative Individual extra efforts Benefits Pension benefits and social security contributions Allowances in kind Risk protection for participants and their dependents Market practice and position Legal requirements For the last time in 2021, Sensirion performed a comparison of the compensation for the members of the Executive Committee with peers listed on the SIX Swiss Exchange from the technology and manufactur- ing sectors with revenues in the range of CHF 50-600 million. Bonus (Equity Award) Members of the Executive Committee are awarded an annual bonus as variable compensation paid in restricted shares subject to a blocking period of three years and in RSUs subject to a vesting period of three years under Sensirion’s Bonus and Restricted Share Unit Plan (the “Bonus and RSU Plan”), as further described below. As a result, the annual bonus consists of both a short-term incentive and a long- term incentive. According to Article 25 of the Articles of Association, the aggregate amount of the annual bonuses awarded to the members of the Executive Committee is subject to the approval of the variable compensation for 2022 by the Annual General Meeting on 15 May 2023. The Nomination and Compensation Committee reviews and proposes to the Board of Directors the annual bonus of the CEO and, upon recommendation of the CEO, the annual bonus of each other member of the Executive Committee in its sole discretion on an annual basis. In determining variable compensation, Sensirion takes an encompassing approach that considers both meeting measurable targets and qualitative factors. The number of restricted shares to be awarded is determined by dividing the bonus amount by an average price of the shares as quoted on the SIX Swiss Exchange over a period of time prior to the date of allocation of the shares as determined by the Company in its sole discretion (in 2022, 10 (ten) trading days), rounded up to the nearest full number of shares. The number of RSUs to be awarded is determined by the Board of Directors in its sole discretion upon recom- mendation of the Nomination and Compensation Committee. In 2022, the RSUs awarded for the 2022 bonus of the members of the Executive Committee represented 100 % of the value of the restricted shares to create long-term incentives and alignment with shareholders’ interests. The Nomination and Compen- sation Committee submits the individual annual bonuses to be awarded to the members of the Executive Committee to the full Board of Directors for approval on an annual basis. As a result of Sensirion’s long-term business perspective based on sustainable innovation and resulting long investment cycles, common, mainly short-term-oriented, quantitative target metrics are considered inappropriate to determine the annual bonus of the members of the Executive Committee on a strictly mathematical basis. Sensirion believes that individual performance cannot be fully measured by key performance indicators only and that looking at quantitative targets only may create wrong incentives. Therefore, the major part of the compensation consists of a fixed base salary, and the variable bonus, which is based on performance criteria, only accounts for a small portion of the total compensation. For the members of the Executive Committee and all other employees, individual performance objectives are pre-defined prior to the relevant financial year by such person’s direct supervisor (for the CEO, the 116 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 117 Co-Chairmen; for the other members of the Executive Committee, the CEO) and discussed as part of On the vesting date, each RSU is automatically converted into one share of Sensirion Holding AG. Sensirion the year-end personal review meeting. At the end of each financial year, the individual performance of the may settle the RSUs with newly issued shares out of the Company’s conditional share capital and/or out members of the Executive Committee and all other employees is assessed against those objectives and of the Company’s treasury shares and/or with shares purchased in the open market. considered when determining the annual bonus. In general, the annual bonus of the members of the Executive Committee and all other employees is determined by taking into account the following perfor- In case of termination of the employment of a participant as a result of ordinary retirement, disability or mance criteria, which are weighted by the Nomination and Compensation Committee in its sole discretion: death, such member’s RSUs vest at the relevant vesting date. In all other cases of termination, all unvested • Individual criteria RSUs will be forfeited without any compensation. The Co-Chairmen, acting jointly, may provide for excep- Personal contribution to the short-, mid- and long-term goals of Sensirion and the team tions to the extent permitted by law. Personal initiative and willingness to take on responsibility Individual extra efforts to achieve short- and mid-term goals Team player and interdisciplinary skills Entrepreneurial approach to achieve Sensirion’s goals • Additional criteria for team and project leaders Ability to attract, retain and coach talents in one’s team Communication and motivation skills • Team criteria Overall performance of the team Achievement of the team’s goals In the event of the acquisition of 50 % or more of the voting rights of all outstanding shares of Sensirion Holding AG, through the acquisition of securities or a merger or consolidation, or the sale of substantially all of the Company’s assets to a third party, the Board of Directors may, in its sole discretion, (i) terminate unvested RSUs against compensation, (ii) convert, replace or roll over unvested RSUs, and (iii) in the event of a conversion, sell the shares resulting from such conversion. Benefits Benefits consist mainly of retirement and insurance plans that are designed to provide a reasonable level of protection for the employees and their dependents with respect to retirement, risk of disability, death and illness or accident. The current members of the Executive Committee are all employed under As a result of this method to determine the annual bonus for the Executive Committee, Article 25 of the a Swiss employment agreement. They participate in Sensirion’s occupational pension plan offered to all Articles of Association requires retrospective shareholder approval of the variable compensation. There- employees in Switzerland, whereby the base salary is insured up to the maximum amount permitted by fore, the Company will not deliver the restricted shares and the RSUs granted with the annual bonus in 2022 law. Sensirion’s pension benefits exceed the legal requirements of the Swiss Federal Act on Occupa- to the members of the Executive Committee prior to the approval by the Annual General Meeting 2023. tional Retirement, Survivors’ and Disability Pension Plans (BVG). In 2022, the variable compensation in the form of the annual bonus, including RSUs, awarded to members In addition, members of the Executive Committee are eligible for standard benefits, such as a representa- of the Executive Committee represented around 19 % (in 2021, around 27 %) of the base salary for the CEO tion allowance and benefits in kind and, in particular, support when commuting by public transportation. and between 11 % and 18 % (in 2021, 17 % to 27 %) of the base salary for the other members of the Execu- tive Committee. As a rule, the amount of the annual bonus, including RSUs, granted to each member of Shareholding ownership guideline the Executive Committee must not exceed 40 % of such member’s annual fixed base salary. Pursuant to the Bonus and RSU Plan, no member of the Executive Committee shall sell or otherwise Details of the Bonus and RSU Plan transfer his shares in Sensirion Holding AG if, as a result, the value of his shareholdings in Sensirion Holding AG falls below 100 % of his last annual fixed and variable compensation. The value of the share- The Bonus and RSU Plan, which is applicable to all employees of Sensirion (including the members of the holdings held by an individual member of the Executive Committee is determined by multiplying the Executive Committee) eligible for a bonus, includes special provisions applicable to the members of the number of shares (including restricted shares) owned by such member with the market price of the Executive Committee as set forth in this Compensation Report. In particular, members of the Executive shares. Committee are awarded their bonus only in the form of restricted shares and RSUs, whereas the other employees may choose between a cash bonus or an equity bonus. Compensation awarded to members of the Executive Committee Restricted shares are subject to a blocking period of three years as from the date of grant, during which and 2021, the compensation of the members of the Executive Committee is set out in the tables below. In the shares may not be sold, otherwise transferred, pledged or made the object of hedging transactions. general, the 2022 base salaries of the members of the Executive Committee were increased marginally The Co-Chairmen, acting jointly, may waive this sale restriction in cases of hardship or in case of termina- compared to 2021. In the financial year 2022, the Executive Committee consisted of six members. For the financial years 2022 tion of employment to the extent permitted by law. As a rule, all restricted shares remain restricted until the expiration of the blocking period. The fixed compensation awarded to the members of the Executive Committee for the financial year 2022 is within the maximum aggregate amount of fixed compensation of CHF 2,200,000 approved by the The RSUs granted under the Bonus and RSU Plan are subject to a cliff vesting three years after the date of Annual General Meeting 2021. grant, provided that the relevant participant has not given or received notice of termination of his or her employment as set forth below by the vesting date and has not sold or otherwise transferred the eco- nomic benefit of or pledged any of the restricted shares allocated to him or her as part of the equity award. 118 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 119 Fixed compensation for the financial year Approved (CHF) Effective (CHF) 2022 (approved by the AGM 2021) 2,200,000 2,060,232 AGM: Annual General Meeting Compensation of the Executive Committee in 2022 (audited) Compensation Components (in CHF) Marc von Waldkirch (CEO) Other EC (5 members) Total EC Base salary Pension and social security, for base salary Total fixed compensation Variable bonus (restricted shares and RSUs)1 Social security, for variable bonus 430,868 88,478 519,346 81,718 6,537 1,288,433 1,719,301 252,453 340,931 1,540,886 2,060,232 193,606 275,324 15,488 22,026 Total compensation 607,601 1,749,980 2,357,582 1 Variable bonus is based on the average of the share prices over 10 (ten) trading days prior to the date of allocation (CHF 100.00) and consists of 50 % restricted shares subject to a blocking period of three years and 50 % RSUs subject to a vesting period of three years, and is subject to approval by the Annual General Meeting on 15 May 2023. Following such approval, a revised fair value will be determined for accounting purposes only. Compensation of the Executive Committee in 2021 (audited) Compensation Components (in CHF) Marc von Waldkirch (CEO) Other EC (5 members) Total EC Base salary Pension and social security, for base salary Total fixed compensation Variable bonus (restricted shares and RSUs)1 Social security, for variable bonus Total compensation 430,868 77,161 508,029 116,966 9,357 634,352 1,232,092 1,662,960 216,283 293,444 1,448,375 1,956,404 276,100 22,088 393,066 31,445 1,746,563 2,380,915 1 Variable bonus was based on the average of the share prices over 10 (ten) trading days prior to the date of allocation (CHF 125.60) and consisted of 50 % restricted shares subject to a blocking period of three years and 50 % RSUs subject to a vesting period of three years and was approved by the Annual General Meeting on 16 May 2022. Following such approval, a revised fair value was determined for accounting purposes only. Loans or credits to members of the Executive Committee (audited) As of 31 December 2022, there were no outstanding loans or credit facilities between Sensirion and current members of the Executive Committee. Contracts with members of the Executive Committee All members of the Executive Committee are employed under employment contracts of unlimited dura- tion that are subject to a notice period of six months. None of the members of the Executive Committee is contractually entitled to termination payments or any change of control provisions other than the accelerated vesting and unblocking of equity awards as described above. Former members of the Executive Committee (audited) In 2022, no compensation was paid to former members of the Executive Committee. As of 31 December 2022, there were no outstanding loans or credit facilities between Sensirion and former members of the Executive Committee. Related Parties of members of the Executive Committee (audited) In 2022, no compensation was paid to parties closely related to current or former members of the Executive Committee. As of 31 December 2022, there were no outstanding loans or credit facilities between Sensirion and parties closely related to current or former members of the Executive Committee. Employee participation plans As of 31 December 2022, Sensirion maintains an employee participation plan for its employees in Switzer- land as well as for employees of Sensirion’s foreign subsidiaries. The Bonus and RSU Plan applies to the bonus granted to employees for their performance in the financial year 2022 (the “2022 Bonus”) and to any future bonuses. Bonus and RSU Plan The purpose of the Bonus and RSU Plan is to provide employees eligible for a bonus with an opportunity to participate in the creation of the long-term shareholder value of Sensirion. Sensirion Holding AG and its subsidiaries may award a bonus to their employees under the Bonus and RSU Plan, provided that such employees have not given or received notice of termination at the time of the award. The Executive Committee determines the bonus of the employees in its sole discretion on an annual basis. As a rule, the bonus amount shall not exceed 20 % of an employee’s annual fixed salary. The annual funding pool for the Bonus and RSU Plan allocated to participants is determined by the Board of Directors in its sole discretion upon recommendation of the Nomination and Compensation Committee. In 2022, Sensirion awarded bonuses to 980 employees who, in accordance with the Bonus and RSU Plan, were given the opportunity to choose between payment of their 2022 Bonus either in cash (the “Cash Bonus”) or in restricted shares of Sensirion Holding AG subject to a blocking period of three years and additional RSUs subject to a vesting period of three years (the “Equity Bonus”). Any bonus is subject to the condition that the eligible employee has not been given notice of termination for cause by its employer during the election period. If an eligible employee does not notify Sensirion of his or her elec- tion during the election period, he or she receives his or her 2022 Bonus in the form of a Cash Bonus. The election period for the 2022 Bonus ended on 3 January 2023. 120 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 121 For the Equity Bonus, the number of restricted shares is determined by dividing the amount of the Cash Bonus by an average price of the shares as quoted on the SIX Swiss Exchange over a period of time prior to the date of allocation of the shares as determined by the Company in its sole discretion (in 2022, 10 (ten) trading days), rounded up to the nearest full number of shares. The number of RSUs to be awarded is determined by the Board of Directors in its sole discretion upon recommendation of the Nomination and Compensation Committee. In 2022, the RSUs awarded for the 2022 Bonus of all employees (other than the members of the Executive Committee) represented 25 % of the value of the restricted shares. For further information, please refer to the description of the Bonus and RSU Plan on page 118 and 119 of this Compensation Report. Shares held by members of the Board of Directors and the Executive Committee The details on shareholdings of the members of the Board of Directors and the Executive Committee are set forth in Note 3.5 of the statutory financial statements of Sensirion Holding AG on page 170 of the annual report. Auditor’s Report 122 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 123 1 Report of the Statutory Auditor To the General Meeting of Sensirion Holding AG, Stäfa Report on the Audit of the Compensation Report Opinion We have audited the Compensation Report of Sensirion Holding AG (the Company) for the year ended 31 Decem-ber 2022. The audit was limited to the information on remuneration, loans and advances pursuant to Art. 14-16 of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften, VegüV) in the tables marked “audited” on pages 115, 116, 120 and page 121 of the Compensation Report. In our opinion, the information on remuneration, loans and advances in the enclosed Compensation Report com-plies with Swiss law and Art. 14-16 VegüV. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibili-ties under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Compensation Report” section of our report. We are independent of the Company in accordance with the pro-visions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical re-sponsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion. Other Information The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked “audited” in the Compensation Report, the consolidated financial statements, the financial statements and our auditor’s reports thereon. Our opinion on the Compensation Report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Compensation Report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the Compensation Report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other infor-mation, we are required to report that fact. We have nothing to report in this regard. Board of Directors' Responsibilities for the Compensation Report The Board of Directors is responsible for the preparation of a Compensation Report in accordance with the provi-sions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Direc-tors determines is necessary to enable the preparation of a Compensation Report that is free from material mis-statement, whether due to fraud or error. The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages. 124 Sensirion Annual Report 2022 Compensation Report Compensation Report Sensirion Annual Report 2022 125 2 Auditor’s Responsibilities for the Audit of the Compensation Report Our objectives are to obtain reasonable assurance about whether the information on remuneration, loans and ad-vances pursuant to Art. 14-16 VegüV is free from material misstatement, whether due to fraud or error, and to is-sue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material mis-statement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Compensation Report. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain pro-fessional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement in the Compensation Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement re-sulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-tional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made. We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Board of Directors or its relevant committee with a statement that we have complied with rele-vant ethical requirements regarding independence, and to communicate with them all relationships and other mat-ters that may reasonably be thought to bear on our independence, and where applicable, actions taken to elimi-nate threats or safeguards applied. KPMG AG {{Signatureleft}} {{Signatureright}} Silvan Jurt Licensed Audit Expert Auditor in Charge Matthias Bachmann Licensed Audit Expert Zurich, 13. March 2023 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2023 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Finan cial Report Table of Contents Financial Report Consolidated Financial Statements Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements 1 Information on this report 2 Performance 3 Invested capital 4 Financing and risk management 5 Group structure 6 Other information Auditor’s Report Financial Statements of Sensirion Holding AG Notes to the Financial Statements of Sensirion Holding AG Proposed Appropriation of Available Earnings Auditor’s Report 130 130 131 132 133 134 134 135 138 146 150 154 158 164 166 171 172 128 129 Sensirion Financial Report 2022Sensirion Financial Report 2022 Consolidated Financial Statements Consolidated Income Statement Consolidated Balance Sheet In thousands of CHF, for the year ended 31 December Note 2022 in % 2021 In thousands of CHF Revenue Cost of sales Gross profit – as % of revenue Research and development expenses Selling and distribution expenses Administrative expenses Operating profit (EBIT)1 – as % of revenue Financial result Result of equity-accounted investees Profit before tax Income taxes Profit for the period, attributable to owners of Sensirion Holding AG – as % of revenue Earnings per registered share Basic earnings per registered share (in CHF) Diluted earnings per registered share (in CHF) 2.1 321,727 11.9 % 287,482 (131,145) 190,582 59.2 % (50,771) (33,705) (31,689) 74,417 23.1 % (4,121) 677 70,973 2.3 (3.1 %) 2.4 (7,393) 63,580 19.8 % (3.5 %) 4.3 4.3 4.08 4.07 Earnings before interest, tax, depreciation and amortization (EBITDA) Earnings before interest, tax, depreciation and amortization (EBITDA) 1.4 89,596 (1.7 %) – as % of revenue 27.8 % 1 Defined as profit for the period before financial result, result of equity-accounted investees and income taxes (EBIT). (110,220) 177,262 61.7 % (46,408) (23,753) (30,320) 76,781 26.7 % (166) (215) 76,400 (10,491) 65,909 22.9 % 4.24 4.24 91,149 31.7 % Assets Cash and cash equivalents Trade receivables Prepaid expenses Other receivables Inventories Total current assets Property, plant and equipment Financial assets Equity-accounted investees Intangible assets Total non-current assets Total assets Liabilities Trade payables Accrued expenses Employee benefits Provisions Other liabilities Total current liabilities Employee benefits Provisions Deferred tax liabilities Total non-current liabilities Total liabilities Equity Share capital Capital reserve Treasury shares Retained earnings Note 31 December 2022 in % 31 December 2021 in % 4.1 3.1 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.6 3.7 2.4 123,025 36,502 1,564 6,680 60,055 112,104 27,824 1,866 7,277 38,294 227,826 63.6 % 187,365 63.2 % 82,051 29,392 5,352 13,356 64,845 25,129 4,650 14,432 130,151 36.4 % 109,056 36.8 % 357,977 100.0 % 296,421 100.0 % 10,062 14,332 10,122 2,046 2,670 39,232 2,695 4 11,901 14,600 53,832 1,562 156,826 (3,774) 149,531 9,242 14,085 10,439 2,897 5,729 11.0 % 42,392 14.3 % 4.0 % 15.0 % 6.1 % 20.4 % 3,718 7,551 6,766 18,035 60,427 1,557 153,999 (472) 80,910 Total equity, attributable to owners of Sensirion Holding AG 4.2 304,145 85.0 % 235,994 79.6 % Total liabilities and equity 357,977 100.0 % 296,421 100.0 % 130 131 Sensirion Financial Report 2022Sensirion Financial Report 2022 Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity In thousands of CHF, for the year ended 31 December 2022 2021 Attributable to owners of Sensirion Holding AG In thousands of CHF Balance at 1 January 2021 Profit for the period Currency translation of foreign operations Transaction with treasury shares Goodwill offset Equity-settled share-based payment transactions Share capital Capital reserve Treasury shares Translation reserve Other retained earnings Total retained earnings Total equity 1,557 151,211 (1,735) (533) 63,769 63,236 214,269 – – – – – – – – – (1,263) 1,263 – 4,051 – – – 65,909 65,909 65,909 (1,155) – – – – – (1,155) (1,155) – – (47,080) (47,080) (47,080) – – 4,051 Balance at 31 December 2021 1,557 153,999 (472) (1,688) 82,598 80,910 235,994 Balance at 1 January 2022 Profit for the period Currency translation of foreign operations Capital increases Transaction with treasury shares Change in earn-out provisions Equity-settled share-based payment transactions 1,557 153,999 (472) (1,688) 82,598 80,910 235,994 – – 5 – – – – – (54) (3) – 2,884 – – – (3,302) – – – 63,580 63,580 63,580 (1,213) – – – – – (1,213) (1,213) – – (49) (3,305) 587 5,667 6,254 6,254 – – – 2,884 Balance at 31 December 2022 1,562 156,826 (3,774) (2,314) 151,845 149,531 304,145 Cash flows from operating activities Profit for the period Adjustments for: – Depreciation and amortization – Gain on sale of property, plant and equipment – Other non-cash expense (income) – Financial result without foreign exchange (gain) loss – Result of equity-accounted investees – Equity-settled share-based payment transactions – Tax expense Changes in: – Trade and other receivables – Prepaid expenses – Inventories – Trade and other payables – Accrued expenses – Employee benefits – Asset from employer contribution reserve (in financial assets) – Provisions Interest and bank charges paid Income taxes paid Net cash from operating activities Cash flows from investing activities Investments in property, plant and equipment Proceeds from sale of property, plant and equipment Acquisition of business, net of cash acquired Proceeds from financial assets (short term deposit) Investments in financial assets (equity securities) Change of loans receivable Investments in equity-accounted investees Investments in intangible assets Development expenditure capitalized Net cash from investing activities Cash flows from financing activities Proceeds from issue of share capital Transaction costs related to issue of share capital Repurchase of treasury shares Net cash from financing activities Net change in cash and cash equivalents Cash and cash equivalents at 1 January Currency translation Cash and cash equivalents at 31 December 63,580 65,909 15,179 14,368 (39) 944 1,433 (677) 2,659 7,393 (8,106) 303 (21,761) (250) (757) (1,339) – (2,144) (26) (6,885) 49,507 – (375) 138 215 3,996 10,491 (1,559) (473) (11,346) (1,267) 622 2,885 (5,612) (1,343) (297) (3,322) 73,030 (27,711) (11,266) 39 – – – – (3,100) (1,710) (1,781) – (34,673) 30,000 (388) (1,818) – (898) (3,272) (34,263) (22,315) 5 (54) (3,305) (3,354) 11,890 112,104 (969) – – – – 50,715 61,933 (544) 123,025 112,104 132 133 Sensirion Financial Report 2022Sensirion Financial Report 2022 Notes to the Consolidated Financial Statements 1 Information on this report 1.1 Reporting entity Sensirion Holding AG (the “Company”) is domiciled in Switzerland. The Company’s registered office is at Laubisrütistrasse 50, 8712 Stäfa. These consolidated financial statements comprise the Company, its subsidiaries (collectively the “Group” and individually “Group companies”) and their investments in equity-accounted investees. Sensirion is one of the world’s leading manufacturers of digital microsensors and microsystems. The product range includes gas and liquid flow sensors, differential pressure sensors, as well as environmental sensors for the measurement of humidity and temperature, volatile organic compounds (VOCs), carbon dioxide (CO2), and particulate matter (PM2.5). Using Sensirion’s microsensor solutions, OEM customers benefit from the proven CMOSens® Technology. In addition to the sale of sensors, a new business area was launched in 2021 with the sale of measured data “Sensing as a service”, based on service contracts. 1.2 Basis of accounting The consolidated financial statements have been prepared in compliance with all existing guidelines of Swiss GAAP FER (Swiss Accounting and Reporting Recommendations). They provide a true and fair view of the net assets, financial position and results of operations and meet the requirements of Swiss law. 1.4 Performance measures not defined by Swiss GAAP FER Internally and externally, the Group uses EBITDA as an additional performance measure, which is not defined by Swiss GAAP FER. EBITDA is calculated as the sum of operating profit and depreciation and amortization. In thousands of CHF, for the year ended 31 December 2022 2021 Reconciliation of operating profit to EBITDA for the period Operating profit (EBIT) Depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) 74,417 15,179 89,596 76,781 14,368 91,149 2 Performance 2.1 Segment reporting and breakdown of revenue 2.1.1 Basis for segmentation The Group operates in one industry segment which encompasses the development, production, sales and servicing of sensor systems, modules and components. The allocation of resources and performance assessment is made at Group level. The Group’s organization is not divided into business units, neither in the management structure nor in the internal reporting system. 2.1.2 Breakdown of revenue In thousands of CHF, for the year ended 31 December and as % of revenue 2022 2021 The consolidated financial statements are presented in Swiss francs. Unless otherwise stated, all financial information in Revenue – geographic information by regions Swiss francs has been rounded to the nearest thousand. For this reason, rounding differences may occur. The valuation basis used in these consolidated financial statements is based on historical acquisition or production costs, unless a standard requires a different valuation basis for an item or a different valuation basis has been used to exercise an option. In this case, it is explicitly mentioned in the accounting principles. Accounting principles that are relevant to an understanding of the consolidated financial statements are set out in the specific notes. The consolidated income state- ment is presented according to the activity-based costing method. 1.3 Use of judgments and estimates In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Information about assumptions and estimation uncer- tainties at 31 December 2022 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities is included in the following notes: • Note 3.5 – Intangible assets (recoverability of development costs); • Note 3.2 – Inventories (measurement); • Note 3.7 – Provisions (measurement). APAC EMEA Americas Total 143,295 44.5 % 138,396 120,587 37.5 % 86,385 57,845 18.0 % 62,701 48.2 % 30.0 % 21.8 % 321,727 100.0 % 287,482 100.0 % The geographic information on revenues in the table above is based on the customers’ location. As an additional voluntary information, revenue is allocated to end markets as follows: In thousands of CHF, for the year ended 31 December and as % of revenue 2022 2021 Revenue – per customer markets Automotive Medical Industrial Consumer Total 65,091 20.3 % 62,921 76,065 23.6 % 66,093 153,833 47.8 % 131,444 26,738 8.3 % 27,024 21.9 % 23.0 % 45.7 % 9.4 % 321,727 100.0 % 287,482 100.0 % 134 135 Sensirion Financial Report 2022Sensirion Financial Report 2022 Income taxes 2.4 In thousands of CHF, for the year ended 31 December Current income taxes Deferred income taxes Total 2022 2021 (7,889) 496 (7,393) (7,213) (3,278) (10,491) Average applicable tax rate 17.5 % 19.2 % In thousands of CHF 2022 2021 Details on change of tax claims from tax loss carryforwards Recognized tax claims from tax loss carryforwards Unrecognized tax claims from tax loss carryforwards Total tax claims from tax loss carryforwards Recognized tax claims from tax loss carryforwards at 1 January Additions Utilization Recognized tax claims from tax loss carryforwards at 31 December 4,177 3,790 7,967 1,680 3,584 (1,087) 4,177 1,680 2,547 4,227 7,476 – (5,796) 1,680 The effective tax rate of 10.4 % (2021: 13.7 %) has decreased due to the recognition of previously unrecognized tax claims from tax loss carryforwards. The income tax effect from the utilization of non-capitalized loss carryforwards in 2022 amounts to CHF 176 thousand (2021: CHF 593 thousand). In 2022, a reassessment in relation to non-capitalized loss carryforwards lead to the capitaliza- tion of CHF 1,354 thousand (2021: CHF 0). In 2022, no loss carryforwards expired (2021: CHF 0). The deferred tax assets related to recognized tax claims from tax loss carryforwards amount to CHF 4,177 thousand and CHF 593 thousand (2021: CHF 1,680 thousand) were offset with deferred tax liabilities. Accounting principles Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when the risks and benefits incidental to ownership are transferred to a customer. Our contracts generally include a standard warranty clause to guarantee tha t the products comply with agreed specifications. Sensors The Group sells its standardized sensors generally via purchase orders to customers (i.e. end customers and distributors) and recognizes as revenue when the sensor is delivered to the customer. This generally occurs in accordance with the applicable Incoterms which are usually FCA (Free carrier named place of delivery) or DAP (Delivered at place). Sales are stated before value added tax, sales tax and after any deduction of discounts and credits. Appropriate warranty provisions are recognized for anticipated claims. Customers usually pay within 30 to 60 days from the delivery of the products. 2.2 Expenses by nature In thousands of CHF, for the year ended 31 December 2022 2021 Changes in inventories Raw materials and consumables Employee benefits Depreciation, amortization and impairment loss Other Total cost of sales, research and development expenses, selling and distribution expenses and administrative expenses 2.3 Net finance costs 21,761 (95,468) (124,736) (15,179) (33,688) 11,825 (75,850) (107,955) (14,368) (24,353) (247,310) (210,701) In thousands of CHF, for the year ended 31 December 2022 2021 Finance income Interest income Net foreign exchange gains Other financial income Finance income 154 – 101 255 42 500 323 865 In thousands of CHF, for the year ended 31 December 2022 2021 Finance costs Interest expense Net foreign exchange losses Bank charges Other financial costs Finance costs (151) (2,688) (130) (1,407) (4,376) (200) (528) (97) (206) (1,031) Net finance costs recognized in profit (4,121) (166) Other financial costs in 2022 include CHF 1,407 thousand (2021: CHF 206 thousand) impairments on financial assets. 136 137 Sensirion Financial Report 2022Sensirion Financial Report 2022 Accounting principles Current income tax Accounting principles Receivables are reported at nominal value. Business default risks are taken into account by individual and general Current income tax comprises the expected tax payable or receivable on the taxable income or loss for the year and value adjustments. General value adjustments are made for items which have not already been subject to individual any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or value adjustments. General value adjustments are based on the past experience of Sensirion. substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met. Deferred income tax Deferred income tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it can be assumed with sufficient probability that the respective company will have sufficient taxable income against which temporary differences and unutilized loss carryforwards can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the 3.2 Inventories In thousands of CHF Purchased parts Semi-finished and finished goods Work in progress Total Allowance on purchased parts Allowance on semi-finished and finished goods Total Total Inventories 31 December 2022 31 December 2021 23,650 39,474 5,864 68,988 (4,645) (4,288) (8,933) 14,017 24,744 5,673 44,434 (3,318) (2,822) (6,140) 60,055 38,294 tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or Accounting principles Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Inventory allowances are recognized for slow- and non-moving stock. Technically obsolete items are written off. The valuation of work in progress, semi-finished and finished goods is underlying management judgment with regard to planned production capacities which impact standard costs. Valuation allowances are calculated based on histori- cal experience including management’s judgement which directly affects the carrying amount of inventories. settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when the income taxes are levied by the same taxation authority and when there is a legally enforceable right to offset them. 3 Invested capital 3.1 Trade and other receivables In thousands of CHF 31 December 2022 31 December 2021 Trade receivables, gross Allowance for doubtful receivables Total trade receivables Non-income tax receivables Social security Other Total other receivables 36,546 (44) 36,502 3,454 200 3,026 6,680 27,902 (78) 27,824 3,898 632 2,747 7,277 Trade receivables result from transactions in the ordinary course of business where Sensirion has provided goods and services and has a right to receive the payment. 138 139 Sensirion Financial Report 2022Sensirion Financial Report 2022 3.3 Property, plant and equipment In thousands of CHF Land and buildings Production facilities Under construction Other Total Accounting principles Recognition and measurement 51,146 85,232 4,465 13,266 5,388 7,952 18,697 160,463 2,832 28,515 Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful life, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognized in the income statement. – (4,151) – (613) (4,764) Subsequent expenditures Cost Opening amount 1 January 2022 Additions Disposals Reclassifications Currency translation differences 842 (299) 3,072 (441) (4,916) 1,002 – (96) (398) (1,234) Closing amount 31 December 2022 56,154 96,978 8,328 21,520 182,980 Accumulated depreciation and impairment Opening amount 1 January 2022 Depreciation Disposals Currency translation differences 19,021 64,311 2,050 6,038 – (4,124) (21) (128) Closing amount 31 December 2022 21,050 66,097 – – – – – 12,286 95,618 2,219 10,307 (592) (131) (4,716) (280) 13,782 100,929 Total carrying amount 35,104 30,881 8,328 7,738 82,051 Carrying amount pledged as security for liabilities – – – – – Cost Opening amount 1 January 2021 Change in scope of consolidation Additions Disposals Reclassifications Currency translation differences 49,968 80,983 2,425 16,903 150,279 – 972 – 571 (365) 353 3,363 (897) 1,388 42 – 5,319 – (2,317) (39) 211 1,612 (365) 338 (2) 564 11,266 (1,262) (20) (364) Closing amount 31 December 2021 51,146 85,232 5,388 18,697 160,463 Accumulated depreciation and impairment Opening amount 1 January 2021 Change in scope of consolidation Depreciation Disposals Currency translation differences Closing amount 31 December 2021 Total carrying amount 17,088 59,560 – 1,956 – (23) 19,021 32,125 155 5,491 (871) (24) 64,311 20,921 – – – – – – 5,388 10,639 87,287 68 1,964 (365) (20) 12,286 6,411 223 9,411 (1,236) (67) 95,618 64,845 Carrying amount pledged as security for liabilities – – – – – As of the balance sheet date, prepayments in the amount of CHF 2,400 thousand (2021: CHF 500 thousand) were recog- nized in property, plant and equipment. Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful life and is generally recognized in the income statement. Land is not depreciated. The estimated useful life of property, plant and equipment for current and com- parative periods is as follows: Class Land Buildings Production facilities Other property, plant and equipment Years No depreciation 20–40 2–8 4–8 Depreciation methods, useful life and residual values are reviewed at each reporting date and adjusted if appropriate. 3.4 Financial assets In thousands of CHF Non-current financial assets Assets from employer contribution reserve MaxWell Biosystems AG Other Total non-current financial assets Accounting principles Investments 31 December 2022 31 December 2021 20,033 3,688 5,671 29,392 20,034 3,688 1,407 25,129 Investments with a long-term investment purpose and less than 20 % capital rights are considered financial assets. Such investments are recognized at acquisition cost, taking into account any reductions in value (impairment) through corresponding devaluations in the income statement. Assets from employer contribution reserve Please refer to Note 6.1 140 141 Sensirion Financial Report 2022Sensirion Financial Report 2022 3.5 Intangible assets In thousands of CHF Cost Patents and trademarks Development costs Software Under construction Other intangibles Total intangible assets Accounting principles Research and Development Opening amount 1 January 2022 11,353 20,358 3,067 Additions – internally developed Additions – separately acquired Disposals Reclassifications Currency translation differences – 728 (1,065) – (7) 1,410 – – 377 – – 76 – – (2) 377 371 – – (377) – 990 36,145 – 1,215 – – – 1,781 2,019 (1,065) – (9) Closing amount 31 December 2022 11,009 22,145 3,141 371 2,205 38,871 Accumulated amortization and impairment Opening amount 1 January 2022 Amortization Disposals Currency translation differences Closing amount Total carrying amount 31 December 2022 Cost 5,502 1,651 (1,065) (3) 6,085 4,924 12,566 2,655 2,967 178 – – 15,533 6,612 – (2) 2,831 310 – – – – – 371 990 76 – – 1,066 1,139 21,713 4,872 (1,065) (5) 25,515 13,356 Opening amount 1 January 2021 11,449 16,055 2,927 1,408 1,072 32,911 Change in scope of consolidation Additions – internally developed Additions – separately acquired Disposals Reclassifications Currency translation differences 162 – 660 (1,029) 121 (10) – 3,272 – – 1,031 – 37 – 238 (121) (19) 5 Closing amount 31 December 2021 11,353 20,358 3,067 Accumulated amortization and impairment Opening amount 1 January 2021 Change in scope of consolidation Amortization Disposals Currency translation differences Closing amount Total carrying amount 31 December 2021 4,730 66 1,734 (1,029) 1 5,502 5,851 9,572 2,502 – 2,994 – – 12,566 7,792 31 229 (121) 14 2,655 412 – – – – (1,031) – 377 – – – – – – 377 – – – – (82) – 990 199 3,272 898 (1,150) 20 (5) 36,145 1,007 17,811 – – – (17) 990 – 97 4,957 (1,150) (2) 21,713 14,432 142 Expenditure on research activities is recognized in the income statement as incurred. Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in the income statement as incurred. Directly attrib- utable borrowing costs are capitalized as part of the respective development costs. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses. Patents and trademarks Patents, trademarks and capitalized customer relationships that are acquired by the Group have finite useful life and are measured at cost less accumulated amortization and any accumulated impairment losses. Amortization Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful life and is generally recognized in the income statement. The estimated useful life for current and comparative periods is as follows: Class Patents and trademarks Development costs Software Other intangible assets Years 10 5 4 4-10 Amortization methods, useful life and residual values are reviewed at each reporting date and adjusted if appropriate. Effects of the theoretical capitalization of goodwill In thousands of CHF 2022 2021 Cost at 1 January Acquisition of subsidiaries Change in earn-out provisions Exchange differences Cost at 31 December Accumulated amortization at 1 January Amortization for the year Exchange differences Accumulated amortization at 31 December Theoretical net book value at 31 December Equity according to balance sheet Theoretical book value of goodwill Theoretical shareholders’ equity at 31 December including goodwill Profit for the year Theoretical amortization of goodwill Theoretical profit for the year after goodwill amortization 56,852 – (5,667) (2,443) 48,742 15,327 9,807 (972) 24,162 24,580 304,145 24,580 328,725 63,580 (9,807) 53,773 12,449 47,080 – (2,677) 56,852 10,056 6,125 (854) 15,327 41,525 235,994 41,525 277,519 65,909 (6,125) 59,784 143 Sensirion Financial Report 2022Sensirion Financial Report 2022 Accounting principles 3.7 Provisions Goodwill is offset with equity at the date of the acquisition of a subsidiary or an investment in an associated company. 31 December 2022 The theoretical capitalization of goodwill with straight-line amortization over five years would impact the consolidated In thousands of CHF Warranty provisions Earn-out provisions Total balance sheet and consolidated income statement as shown above. 3.6 Employee benefits In thousands of CHF 31 December 2022 31 December 2021 Short-term employee benefits Total employee benefit liabilities, current Other long-term employee benefit liabilities Total employee benefit liabilities, non-current Accounting principles Short-term employee benefits 10,122 10,122 2,695 2,695 10,439 10,439 3,718 3,718 Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Other long-term employee benefits The Group’s net obligation in respect of other long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to deter- mine its present value. Remeasurements are recognized in the income statement in the period in which they arise. Current provisions Non-current provisions Total provisions Opening amount 1 January 2022 Utilization Reversal Currency translation differences Closing amount 31 December 2022 2,046 4 2,050 4,492 (32) (2,278) (132) 2,050 – – – 5,956 – (5,667) (289) – 2,046 4 2,050 10,448 (32) (8,234) (132) 2,050 31 December 2021 In thousands of CHF Warranty provisions Earn-out provisions Total Current provisions Non-current provisions Total provisions Opening amount 1 January 2021 Additions Utilization Reversal Currency translation differences Closing amount 31 December 2021 2,897 1,595 4,492 5,835 – (177) (909) (257) 4,492 – 5,956 5,956 – 6,254 – – (298) 5,956 2,897 7,551 10,448 5,835 5,956 (177) (909) (257) 10,448 The warranty provisions have been estimated based on incurred warranty expenses to date as well as expected future costs. The calculation is based on various weighted scenarios and discounted with a discount rate of 3.5 % (2021: 3.5 %). Accounting principles Provisions are recognized when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Where the effect of the time value of money is material, the amount recognized is the present value of the estimated expenditures. Provisions for warranty commitments are recognized as a consequence of the Group’s policy to cover the cost of repair of defective products. 144 145 Sensirion Financial Report 2022Sensirion Financial Report 2022 3.8 Contingent liabilities and other commitments In thousands of CHF 31 December 2022 31 December 2021 Operating lease liabilities Due within 1 year Due within 1 to 5 years Due after more than 5 years Total undiscounted lease payments Accounting principles 3,745 11,084 3,656 18,485 3,526 10,323 5,375 19,224 Contingent liabilities and other obligations not to be recognized are valued and disclosed on each balance sheet date. Payments from operating leases are recognized in the income statement on a straight-line basis over the lease term. 4 Financing and risk management 4.1 Cash and cash equivalents In thousands of CHF 31 December 2022 31 December 2021 Cash and bank accounts Short-term money market investments Cash and cash equivalents Accounting principles 123,025 – 123,025 72,104 40,000 112,104 In 2022, a total of 42,373 employee options were exercised at an exercise price of the nominal value of CHF 0.10 through a conditional capital increase. The costs arising from the capital increase were deducted from the capital reserve and amounted to CHF 54 thousand. 4.2.2 Conditional capital As of 31 December 2022, the Company’s conditional capital amounts to CHF 285 thousand, encompassing 2,845,064 shares each with a nominal value of CHF 0.10. In prior year, the company’s conditional capital amounted to CHF 289 thou- sand, encompassing 2,887,437 shares with a nominal value of CHF 0.10. The Company’s conditional capital is composed as follows: In shares 31 December 2022 31 December 2021 Conditional share capital for employee participations Conditional share capital for financing, acquisitions and other purposes Total conditional share capital 1,389,247 1,455,817 2,845,064 1,431,620 1,455,817 2,887,437 4.2.3 Non-distributable legal reserves Non-distributable legal reserves amounted to CHF 4,086 thousand as at 31 December 2022 (previous year: CHF 783 thousand). 4.2.4 Nature and purpose of reserves 4.2.4.1 Capital reserve The capital reserve comprises share premiums, the gain or loss on sale of treasury shares, the effect of modification of cash-settled to equity-settled plans and the effects of equity-settled share-based payment transactions, including any tax effects such as excess tax deductions. 4.2.4.2 Treasury shares Cash and cash equivalents are defined as short-term, liquid financial investments that are readily convertible to defined cash amounts within 90 days from the balance sheet date. The reserve for the Company’s treasury shares comprises the cost of the Company’s shares directly held by the Group. As of 31 December 2022, the Group held 57,450 of the Company’s registered shares (2021: 20,599 registered shares). The treasury shares held at 31 December 2022 account for 0.37 % of the issued capital (2021: 0.13 % of the issued capital). 4.2 Equity 4.2.1 Share capital Ø Transaction price in CHF Number of registered shares Balance in thousands of CHF As of 31 December 2022, the fully paid-up share capital of the parent company, Sensirion Holding AG, in the total amount of CHF 1,561,572.30 (2021: CHF 1,557,335) is divided into 15,615,723 registered shares (2021: 15,573,350) with a nominal Balance at 1 January 2021 Allocations from share-based payment plans 59.35 value of CHF 0.10. Holders of these shares are entitled to dividends and to one vote per share at general meetings of the Closing amount 31 December 2021 Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are reissued. In shares Total in issue at 1 January Capital increase from conditional share capital Total in issue at 31 December In shares Total in issue at 1 January Total in issue at 31 December 146 2022 Registered shares 15,573,350 42,373 15,615,723 2021 Registered shares 15,573,350 15,573,350 75,857 (55,258) 20,599 20,599 37,000 (149) 57,450 1,735 (1,263) 472 472 3,305 (3) 3,774 Balance at 1 January 2022 Purchase treasury shares Allocations from share-based payment plans Closing amount 31 December 2022 88.32 99.71 The transaction prices corresponded to the respective market prices. For shares allocated in the current period, the average acquisition costs per share amounted to CHF 22.92 (previous year: CHF 22.86). 147 Sensirion Financial Report 2022Sensirion Financial Report 2022 Accounting principles When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury shares reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within the capital reserve. 4.2.4.3 Translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, including foreign currency differences on dedicated intra-group loans. 4.2.4.4 Retained earnings The retained earnings include the accumulated net profits of the Group and offsetting of goodwill. 4.3 Earnings per registered share 4.3.1 Basic earnings per share The weighted-average number of registered shares for the period ended 31 December 2022 for the purpose of calculating basic earnings per registered share amounts to 15,587,252 (2021: 15,550,792). 4.3.2 Diluted earnings per share The calculation of diluted earnings per share has been based on the profit or loss attributable to ordinary shareholders as presented in the consolidated income statement and the weighted-average number of registered shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. The weighted-average number of registered shares for the purpose of calculating diluted earnings per registered share amounts to 15,603,148 (2021: 15,570,741). The dilutive effect results from the outstanding restricted share units under the bonus and restricted share unit plan. Upon conversion at the beginning of the reporting year, the average number of outstanding shares would increase by 15,897 shares (2021: 19,949 shares) with no impact on net profit. This results in a potential dilution of earnings per share of CHF 0.01 in the reporting year (2021: CHF 0.00). 4.4 Capital management The objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure. In order to maintain or adjust the capital structure, the Group may repay capital to shareholders, issue new capital or sell assets to reduce debt. By ensuring the Group adheres to defined debt/equity ratio covenant limits and other covenants under the Group’s financing arrangements, management meets the primary capital risk objective. In thousands of CHF 31 December 2022 31 December 2021 Total liabilities Less: cash and cash equivalents Net cash (debt) Total equity Net cash (debt) to equity ratio (53,832) 123,025 69,193 304,145 22.8 % (60,427) 112,104 51,677 235,994 21.9 % 4.5 Financial risk management The Group’s international operations expose it to a variety of financial risks, such as credit, liquidity, market and currency risks. 4.5.1 Risk management framework The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk man- agement framework. The Group’s management is assisted in its oversight role by internal audits. Internal audits take place on both a regular and ad-hoc basis, the results of which are reported to the Group’s management and the Company’s Board of Directors. 4.5.2 Credit risk Credit risk is the risk of incurring financial loss when a counterparty to a financial instrument fails to meet its contractual obligations. Credit risks are most likely to be associated with trade receivables and cash or cash equivalents. The Group minimizes the credit risk associated with cash and cash equivalents by only doing business with reputable financial institutions and by dealing with a range of such institutions rather than just one. To reduce the risk associated with trade receivables, customers are subject to internal credit limits. Creditworthiness is reviewed on an ongoing basis according to internal guidelines. Credit limits are set based on financial situation, previous experience and other factors. The Group’s extensive customer base, which covers a variety of regions and sectors, means that the credit risk on receivables is limited. For incurred and expected losses on receivables, value adjustments are recognized. In the past, actual losses have not exceeded the management’s expectations. Details of concentration of revenue are included in Note 2.1. The Group’s policy is to provide financial guarantees to subsidiaries. At 31 December 2022, the Company has issued a guarantee to certain banks in respect of credit facilities granted to Sensirion AG in the amount of CHF 40,000 thousand (2021: CHF 40,000 thousand). The credit line is used with a guarantee to CHF 493 thousand as of 31 December 2022 (2021: CHF 546 thousand). 4.5.3 Liquidity risk A liquidity risk arises if future payment obligations of the Group cannot be covered by its available liquidity or correspond- ing credit facilities. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unaccept- able losses or risking damage to the Group’s reputation. Suitable processes are in place within the Group with which cash inflows or outflows and maturities are monitored and controlled on an ongoing basis. Within the frame of a rolling liquidity plan, the Group ensures that sufficient liquidity to cover the short-term operational needs is continuously available. Within the liquidity plan, the Group includes cash and cash equivalents, lines of credit and possibilities to increase share capital. As part of the Group’s liquidity management, lines of credit are maintained. 148 149 Sensirion Financial Report 2022Sensirion Financial Report 2022 4.5.4 Market risk 5.1.2 Step acquisition of IRsweep AG Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the On 7 May 2021, and with economic effect from the same date, Sensirion Holding AG acquired the residual 67 % of the Group’s income or the value of its holdings of financial instruments. shares of IRsweep based in Stäfa, Switzerland. 4.5.5 Currency risk At the time of acquisition, the values of net assets according to Swiss GAAP FER are as follows: The functional currencies of the Group companies are in the currency of the local legislation. The Group is exposed to currency In thousands of CHF risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the Group companies. The main exposure arises from sales transactions denomi- Fair value of assets (liabilities) nated in USD and EUR and other currencies deviating from the functional currency of the respective Group company. Generally, cash flows generated by the underlying operations of the Group are primarily in USD, EUR and CHF or in the cur- rency of the local legislation. The Group’s cash outflows are denominated mainly in CHF due to the significant amount of per- sonnel costs generated in Switzerland. To a certain extent, there is an economic hedge by sourcing activities in USD and EUR. The following significant exchange rates have been applied: Current assets Non-current assets Current liabilities Non-current liabilities Total net identifiable assets (liabilities) Total 752 266 (696) (1,064) (742) In CHF Euro (EUR) 1 US Dollar (USD) 1 South-Korean Won (KRW) 1,000 4.5.6 Interest risk Average rate Year-end spot rate 2022 2021 2022 2021 1.0210 0.9630 0.7547 1.0968 0.9205 0.8115 0.9839 0.9233 0.7330 1.0339 0.9127 0.7669 The Group has no significant interest-bearing financial assets. Therefore, the income is not exposed to significant interest 5.1.3 Acquisition of Sensirion Connected Solutions Inc. (formerly known as AiSight Inc.) On 17 September 2021, and with economic effect from the same date, Sensirion Holding AG acquired 100 % of the shares of Sensirion Connected Solutions Inc. based in Chicago, IL, USA. If specific conditions according to the share purchase price agreement are met, an additional purchase price up to EUR 31.5 million will be due. The expected additional purchase price is zero, based on the updated estimate (see note 3.7). At the time of acquisition, the values of net assets according to Swiss GAAP FER are as follows: rate risk. Furthermore, the tenure for fixing interest rates on financial liabilities are one year as maximum. Therefore, interest In thousands of CHF rate risk is not considered to be significant for the Group. Fair value of assets (liabilities) Current assets Non-current assets Current liabilities Non-current liabilities Total net identifiable assets (liabilities) A detailed breakdown of the identified assets and liabilities is not disclosed due to materiality considerations. 5 Group structure 5.1 Changes in the scope of consolidation There were no changes in the scope of consolidation in 2022. The companies acquired in 2021 reported the following main balance sheet items at the date of acquisition and are fully consolidated. 5.1.1 Acquisition of Qmicro B.V. On 11 February 2021, and with economic effect from the same date, Sensirion Holding AG acquired 100 % of the shares of Qmicro B.V. based in Enschede, the Netherlands. At the time of acquisition, the values of net assets according to Swiss GAAP FER are as follows: In thousands of CHF Fair value of assets (liabilities) Current assets Non-current assets Current liabilities Total net identifiable assets Total 770 125 (428) 467 Total 1,858 55 (2,197) (1,818) (2,102) 150 151 Sensirion Financial Report 2022Sensirion Financial Report 2022 5.2 Subsidiaries The Company has direct or indirect control over the following subsidiaries or significant influence over the following Accounting principles Business combinations associates. For the year ended 31 December Company, principal place of business Share capital in % Sensirion AG, Stäfa (Switzerland) Sensirion China Co. Ltd., Shenzhen (China) Sensirion Inc., Chicago (USA) CHF CNY USD 2,000,000 1,260,000 660,000 Sensirion Japan Co. Ltd., Yokohama (Japan) JPY 25,000,000 100 100 100 100 2022 Voting rights in % 100 100 100 100 in % 100 100 100 100 KRW 100,000,000 100 100 100 Sensirion Korea Co. Ltd., Anyang-Si (South Korea) Sensirion Taiwan Co. Ltd., Hsinchu (Taiwan) Sensirion Hungary Kft., Debrecen (Hungary) HUF 3,110,000 TWD 25,000,000 100 100 100 100 100 100 Sensirion Automotive Solutions AG, Stäfa (Switzerland) Sensirion Automotive Solutions Inc., Eaton Rapids (USA) CHF USD 100,000 100 100 100 250,000 100 100 100 Sensirion Automotive Solutions Korea Co. Ltd., Seoul (South Korea) Sensirion Automotive Solutions (Shanghai) Co. Ltd., Shanghai (China) Sensirion Automotive Solutions Hungary Kft., Debrecen (Hungary)1 KRW 38,543,000,000 100 100 100 CNY 28,450,000 100 100 100 HUF 3,100,000 100 100 100 Sensirion Connected Solutions AG, Stäfa (Switzerland)2 AiSight GmbH, Berlin (Germany) Sensirion Connected Solutions Inc., Chicago (USA) IRsweep AG, Stäfa (Switzerland) Qmicro B.V., Enschede (Netherlands) Lumiphase AG, Kilchberg (Switzerland) CHF EUR USD CHF EUR CHF 100,000 30,870 2,631,099 166,667 1,000 203,601 100 100 100 100 100 51 100 100 100 100 100 36 100 100 100 100 100 25 1 Founded on 28 May 2021 Consolidation 2 Founded on 30 September 2021 Fully consolidated company ∆ Equity method Consoli- dation 2021 Voting rights in % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 20 ∆ Business combinations are accounted for using the acquisition method. The assets and liabilities of the acquired company are valued at fair values using uniform accounting policies. The differences between the cost of acquisition and the fair value of the net assets acquired are recognized as goodwill and offset with equity. In a step acquisition, the fair value of any non-controlling equity interest in the acquiree that is held immediately before obtaining control is used in the determination of goodwill. Therefore, the non-controlling interest is remeasured to fair value at the date of acquisition with any resulting gain or loss recognized in the income statement. When a company is divested, the original cost of the goodwill is included in the gain or loss on disposal. Transaction costs in connection with acqui- sitions and divestments are recognized directly in the income statement. Upon acquisition of minority interests in a fully consolidated company, the difference between the purchase price and the carrying value of the minority interests is recognized directly in retained earnings. A reduction in the ownership interest without the loss of control is also recognized in equity. The acquisition costs also include deferred or owed purchase price payments. Contingent purchase price payments (e.g. earn-out) are recognized if they are considered probable. They are recorded in provisions until the date of payment. Changes in the estimate of the contingent purchase price payment are recognized directly in equity. Contin- gent purchase price payments affect goodwill and are offset directly against retained earnings. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity directly or indirectly, either by holding more than half of the voting rights or by having the power to govern their operating and financial policies. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Associated companies Companies in which Sensirion Group can exercise a decisive influence are included in the consolidation using the equity method. The investment is valued at the Group’s share of the equity, and the Group’s share of the net result is included in the consolidated income statement. A decisive influence is assumed if the Group holds at least 20 % but less than 50 % of the voting rights. Goodwill arising from the acquisition of an associated company is offset with equity. Transactions eliminated on consolidation Intra-group balances and transactions, and any income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. Foreign currency transactions in Group companies Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Foreign currency differences are generally recognized in the income statement. Non-monetary items that are measured based on historical cost in a foreign currency are not translated. Translation of financial statements to be consolidated Group financial statements are presented in Swiss francs. Assets and liabilities of Group companies with a functional currency other than the Swiss franc are translated at the exchange rates at the reporting date, equity is translated at historical rates, while the income statement is translated using average rates for the reporting period. Any resulting exchange differences are recognized in shareholders’ equity. 152 153 Sensirion Financial Report 2022Sensirion Financial Report 2022 Translation differences on long-term loans which are similar in nature to equity are posted in translation reserves in equity. In the event of loss of control of a subsidiary or loss of significant influence of an associate, the corresponding accumulated exchange differences of foreign companies recognized in equity are reclassified to the income state- ment. Accumulated exchange differences arising from equity-like loans are reclassified to the income statement upon disposal of the subsidiary. 6 Other information 6.1 Pension benefit obligations The Group has pension plans in Switzerland and South Korea in accordance with the relevant national regulations. The Swiss plan is the most important, as the majority of staff operate from Switzerland. 6.1.1 Economical benefit/economical obligation and pension benefit expenses In thousands of CHF Pension funds without surplus/deficit Total economical benefit/economical obligation and pension benefit expenses Surplus/ Deficit Economical part of the organization Change from previous year Contributions concerning the business period Pension benefit expenses within personnel expenses 31 Dec 2022 31 Dec 2022 31 Dec 2021 2022 2022 2022 2021 5,597 5,597 4,859 – – – – 5,597 5,597 4,859 Swiss employees are insured with Swisscanto Sammelstiftung. As of 31 December 2022, the statutory funding ratio of this pension plan is 97.6 % (31 December 2021: 108.0 %). Due to the comprehensive solidarities in the pension fund, the deficit cannot be allocated to the affiliated companies. Therefore, no economic share of the Group can be claimed. 6.1.2 Employer contribution reserves (ECR) 6.2 Share-based payment arrangement 6.2.1 Description of share-based payment arrangements At 31 December 2022, the Group had the following share-based payment arrangements. Bonus and Restricted Share Unit Plan (settlement choice for employees and equity-settled for members of the Executive Committee) The Group established a recurring bonus program under which an eligible employee who has not given or received notice of termination may choose between the payment of its annual bonus entirely in cash (“Cash Bonus”) or entirely in shares of the Company and additional RSU (“Equity Bonus”), provided that the employee has not been given notice of termination for cause by its employer. For the Equity Bonus, the number of shares is determined by dividing the bonus amount by the average price of the Company’s shares on the SIX Swiss Exchange over a period of time before the date of the allocation of the shares. Such shares may not be sold, otherwise transferred, pledged or made the object of hedging transactions for a period of three years after the end of the election period. The number of RSU granted within the Equity Bonus will be determined by the Group in its sole discretion at the grant date. The RSU vest over a period of three years starting from the end of the election period. The number of shares granted to employees amounts to 19,685 (2021: 26,308) and the number of RSU granted amounts to 5,047 (2021: 6,704). The fair value of one share at grant date amounts to CHF 95.90 (2021: CHF 124.70) and the fair value of one RSU at grant date amounts to CHF 95.90 (2021: CHF 124.70). The values correspond to the listed share price of the Company’s shares at grant date. Contrary to employees, members of the Executive Committee have no settlement choice; they will receive their annual bonus entirely in the form of an Equity Bonus. Approval of the aggregate amount of variable compensation for the Execu- tive Committee by Sensirion Holding AG’s Annual General Meeting pursuant to the Articles of Association of the Company is required. All other conditions are similar to the other employees. The number of shares granted to members of the Executive Committee amounts to 1,378 (2021: 1,566) and the number of RSU granted amounts to 1,378 (2021: 1,566). The estimated fair value of one share at grant date amounts to CHF 97.90 (2021: CHF 133.30) and the estimated fair value of one RSU at grant date amounts to CHF 97.90 (2021: CHF 133.30). The values correspond or are derived from the listed share price of the Company’s shares at 31 December 2022. These estimated fair values will be updated to reflect the circumstances at the date of the next Annual General Meeting. In thousands of CHF Nominal value Waiver of use Balance sheet Accumu- lation Balance sheet Result from ECR in personnel expenses For 2022, the Group granted a total annual bonus amount of CHF 5,995 thousand (2021: CHF 8,671 thousand). The amount 31 Dec 2022 2022 31 Dec 2022 2022 31 Dec 2021 2022 2021 is split between cash bonus of CHF 3,353 thousand (2021: CHF 4,137 thousand) and equity bonus of CHF 2,642 thousand Pension funds Total employer contribution reserves 20,033 20,033 – – 20,033 20,033 – – 20,033 20,033 – – – – (2021: CHF 4,534 thousand). Accounting principles Assets and liabilities from employee benefits (incl. employer contribution reserve) The employee benefit plans are either financially independent entities and foundations outside of the Group (funded plans) or unfunded plans with a corresponding liability in the balance sheet. Financing is provided by employee and employer contributions. The actual economic impact of all employee benefit plans that provide benefits for retirement, death or disability are calculated as at the balance sheet date. In the case of foreign plans, the provisions calculated according to local regulations are included in the consolidated financial statements. A benefit resulting from employer contribution reserves is recognized as an asset. Any additional economic benefit (from a surplus in pension fund cover) is not capitalized. An economic obligation is recognized as a liability if the conditions for the recognition of a provision are met. 154 6.2.2 Outstanding instruments at the reporting date Details on the number of instruments outstanding under the share-based payment arrangements at the reporting date are as follows: In units 31 December 2022 31 December 2021 Restricted share units – Bonus and Restricted Share Unit Plan 36,810 45,542 155 Sensirion Financial Report 2022Sensirion Financial Report 2022 6.2.3 Reconciliation of outstanding RSU The number and weighted-average exercise prices of RSU under the share-based payment arrangements were as follows: 6.3 Related parties As part of its normal business activities, the company maintains relations with associated companies as well as transac- Number of RSU Weighted-average exercise price (in CHF) tions with key management personnel. Transactions with key management personnel 45,542 (14,648) 6,425 (509) 36,810 – 38,995 (156) 8,270 (1,567) 45,542 – 0.10 0.10 0.10 0.10 0.10 – 0.10 0.10 0.10 0.10 0.10 – There were no transactions with key management personnel outside of the ordinary compensation from their activities as employees or as specifically appointed bodies. Other related party disclosures In thousands of CHF Trade receivables In thousands of CHF, for the year ended 31 December Sales and other income 6.4 Subsequent events 31 December 2022 31 December 2021 192 55 2022 467 2021 205 The consolidated financial statements were approved for publication by the Board of Directors on 13 March 2023. The approval of the consolidated financial statements by the shareholders will take place at the Annual Shareholders’ Meeting. No events have occurred between 31 December 2022 and 13 March 2023 which would necessitate adjustments to the carrying values of the Sensirion Group’s assets or liabilities, or which require additional disclosure. In options 2022 Outstanding at 1 January Exercised during the year Granted during the year Forfeited during the year Outstanding at 31 December Exercisable at 31 December 2021 Outstanding at 1 January Exercised during the year Granted during the year Forfeited during the year Outstanding at 31 December Exercisable at 31 December The RSU outstanding at 31 December 2022 had an exercise price of CHF 0.10 (31 December 2021: CHF 0.10) and a weighted-average contractual life of 1.4 years (31 December 2021: 1.4 years). Accounting principles Cash-settled share-based payment transactions The fair value of the amount payable to employees is recognized as an expense with a corresponding increase in liabilities. The liability is remeasured to fair value at each reporting date and at settlement date. Any changes in the liability is recognized as part of personnel costs. Equity-settled share-based payment transactions The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards, if any. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service condition, if any, is expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service condition at the vesting date. Share-based payment transactions with settlement choice for the counterparty When the counterparty has a choice of settlement in a share-based payment transaction, the Group grants a com- pound financial instrument which includes a debt component (i.e. the counterparty’s right to demand payment in cash) and an equity component (i.e. the counterparty’s right to demand settlement in equity instruments rather than in cash). The Group first measures the fair value of the debt component and then measures the fair value of the equity compo- nent. The fair value of the debt component is recognized over the vesting period, if any, as employee benefit expenses with a corresponding entry to cash-settled share-based payment liabilities, whereas the equity component is recog- nized as employee benefit expenses with a corresponding entry to capital reserves. At the date of settlement, the Group remeasures the cash-settled share-based payment to its fair value. If the counterparty chooses to receive equity instruments, the remeasured liability is transferred directly to capital reserves. 156 157 Sensirion Financial Report 2022Sensirion Financial Report 2022 Auditor’s Report 158 159 Sensirion Financial Report 2022Sensirion Financial Report 2022 1 Statutory Auditor's Report To the General Meeting of Sensirion Holding AG, Stäfa Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Sensirion Holding AG and its subsidiaries (the Group), which comprise the consolidated balance sheet as at 31 December 2022 and the consolidated statement of in-come, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the consolidated financial statements (pages 130 to 157) give a true and fair view of the consoli-dated financial position of the Group as at 31 December 2022, and its consolidated results of operations and its consolidated cash flows for the year then ended in accordance with Swiss GAAP FER and comply with Swiss law. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsi-bilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession and we have ful-filled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion. Key Audit Matters REVENUE RECOGNITION COSTING OF WORK IN PROGRESS, SEMI-FINISHED AND FINISHED GOODS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not pro-vide a separate opinion on these matters. 2 REVENUE RECOGNITION Key Audit Matter Our response Revenue is the basis for evaluating the course of busi-ness of the Group and is thus a focus area of internal target setting and external expectations. These expec-tations create potential pressure on management to achieve the set targets, which leads to an increased risk in revenue recognition, in particular the risk that the ac-crual principle is not correctly applied. We analysed the processes set up to ensure a correct application of the accrual principle. We identified inter-nal controls with regards to revenue recognition and tested the design and implementation of selected con-trols. Furthermore, we performed, amongst others, the follow-ing procedures: — We evaluated the application of the accrual princi-ple as of 31 December 2022 on a sample basis by comparing invoices to delivery papers and as-sessing the effect of incoterms. — We inspected a sample of credit notes issued after year-end and evaluated whether the related adjust-ments to revenue had been recognised in the ap-propriate financial period. — We assessed profit margins and deviation anal-yses, identifying significant or unusual deviations to prior year and to our expectations. We discussed such analyses with management and where appro-priate corroborated with additional documentation. — Additionally, we identified transactions that devi-ated from the standard processes, such as entries with unusual counter-entries, for further investiga-tion and validated the existence and accuracy of this population. For further information on revenue recognition refer to the following: — Note 2.1 to the consolidated financial statements 160 161 Sensirion Financial Report 2022Sensirion Financial Report 2022 3 COSTING OF WORK IN PROGRESS, SEMI-FINISHED AND FINISHED GOODS Key Audit Matter Our response Work in progress, semi-finished and finished goods amount to MCHF 41.1 as of 31 December 2022 and therefore form a significant part of the Group’s inven-tories. The business is characterized by high precision se-rial production with significant value added during the manufacturing process. During the manufacturing process, standard costs are used to allocate fixed and variable overhead costs to the produced goods. Standard costs underly manage-ment judgement with regards to planned production ca-pacities. Furthermore, input data such as personnel and depreciation costs as well as calculation methods of standard costs directly affect the carrying amount of in-ventories. Our audit procedures in this area included, amongst others: — Challenging the Group’s calculation of standard cost rates on a sample basis by comparing key pa-rameters such as personnel and depreciation costs used in the calculation to the underlying actual data and relevant documentation. — Inspecting on a sample basis whether cost compo-nents included or excluded in the standard cost rates is appropriate. — Assessing on a sample basis if fixed and variable overhead costs were appropriately considered based on normal production capacities. For further information on costing of work in progress, semi-finished and finished goods refer to the following: — Note 3.2 to the consolidated financial statements 4 Other Information The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements of the company, the compensation report and our auditor’s reports thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other infor-mation and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other infor-mation, we are required to report that fact. We have nothing to report in this regard. Board of Directors’ Responsibilities for the Consolidated Financial Statements The Board of Directors is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with Swiss GAAP FER and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that in-cludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit con-ducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Mis-statements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: — Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material mis-statement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, for-gery, intentional omissions, misrepresentations, or the override of internal control. — Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made. 162 163 Sensirion Financial Report 2022Sensirion Financial Report 2022 5 — Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. — Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. — Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business ac-tivities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in inter-nal control that we identify during our audit. We also provide the Board of Directors or its relevant committee with a statement that we have complied with rel-evant ethical requirements regarding independence, and communicate with them all relationships and other mat-ters that may reasonably be thought to bear on our independence, and where applicable, actions taken to elimi-nate threats or safeguards applied. From the matters communicated with the Board of Directors or its relevant committee, we determine those mat-ters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a mat-ter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system ex-ists, which has been designed for the preparation of consolidated financial statements according to the instruc-tions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. KPMG AG {{Signatureleft}} {{Signatureright}} Silvan Jurt Licensed Audit Expert Auditor in Charge Matthias Bachmann Licensed Audit Expert Zurich, 13 March 2023 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2023 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Financial Statements of Sensirion Holding AG Income Statement In thousands of CHF, for the year ended 31 December Revenue from royalties Total income Personnel expenses Other operating expenses Amortization on intangible assets Financial income Financial expense Income taxes Total expenses Profit for the year Note 1.6 2.5 2.5 2022 8,360 8,360 (1,072) (884) (15) 559 (2,073) (805) (4,290) 2021 7,644 7,644 (1,027) (1,320) (15) 822 (758) (488) (2,786) 4,070 4,858 164 Balance Sheet In thousands of CHF Note 31 December 2022 31 December 2021 Assets Cash and cash equivalents Other short-term receivables – from third parties – from companies in which the entity holds an investment Prepaid expenses and accrued income Total current assets Financial assets Investments Intangible assets Total non-current assets Total assets Liabilities Trade payables – to third parties Other liabilities – to third parties – to companies in which the entity holds an investment Accrued expenses Total current liabilities Provisions Total non-current liabilities Total liabilities Equity Share capital Legal capital reserves – Reserves from capital contributions – Other capital reserves Legal retained earnings – General legal retained earnings – Reserves for treasury shares Voluntary retained earnings – Retained earnings brought forward – Profit for the year Total equity Total liabilities and equity 2.1 2.2 2.4 55,123 54,129 22 135 93 55,373 51,925 70,957 7 122,889 178,262 24 119 817 680 1,640 – – 1,640 – 205 90 54,424 52,616 69,776 23 122,415 176,839 20 88 3,100 542 3,750 5,955 5,955 9,705 1,562 1,557 132,723 4,597 603 3,774 29,293 4,070 176,622 178,262 127,311 4,597 603 472 27,736 4,858 167,134 176,839 165 Sensirion Financial Report 2022Sensirion Financial Report 2022 1.6 Revenue from royalties Sensirion Holding AG charges its subsidiaries royalties. The royalties are based on the revenue that is generated by the subsidiaries using the patented technology of Sensirion Holding AG. 1.7 Foregoing a cash flow statement and additional disclosures in the notes As Sensirion Holding AG has prepared its consolidated financial statements in accordance with a recognized accounting standard (Swiss GAAP FER), it has decided to forego presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement in accordance with the law. 2 Disclosure on balance sheet and income statement items 2.1 Financial assets In thousands of CHF 31 December 2022 31 December 2021 Non-current financial assets Clarity Movement Co. MaxWell Biosystems AG Loans to subsidiaries Total non-current financial assets – 3,688 48,237 51,925 524 3,688 48,404 52,616 Notes to the Financial Statements of Sensirion Holding AG 1 Principles 1.1 General aspects These financial statements were prepared according to the principles of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valu- ation principles applied are described below. It should be noted that, to ensure the company’s going concern, the company’s financial statements may be influenced by the creation and release of hidden reserves. 1.2 Financial assets Financial assets include long-term loans. Loans granted in foreign currencies are translated at the exchange rate at the balance sheet date, unrealized losses are recognized immediately whereby unrealized profits are not recognized. Invest- ments with a long-term investment purpose and less than 20 % capital rights are considered financial assets. Investments with long-term investment purpose with more than 20 % capital rights are considered investments. 1.3 Investments Investments are accounted for at costs less any impairment losses. 1.4 Treasury shares Treasury shares are held in the subsidiary Sensirion AG. 1.5 Share-based payments The purpose of the Bonus and Restricted Share Plan (see Note 6 of the Consolidated Financial Statements) is to provide eligible employees with an opportunity to participate in the creation of long-term shareholder value of the Sensirion Group. Members of the Executive Committee shall be awarded their bonus in the form of an equity bonus only, not having the right to choose between a cash bonus and an equity bonus. Except for exceptions as determined by the Executive Committee, eligible employees who are awarded a bonus from time to time may choose between (a) payment of the bonus in cash (the cash bonus); or (b) payment of the bonus in shares of Sensirion Holding AG (shares) and additional restricted share units (RSUs), in each case subject to the terms, conditions and restrictions set forth in the plan. An eligible employee can only elect to receive either the full bonus in the form of a cash bonus or an equity bonus. The number of shares to be awarded shall be determined by dividing the bonus amount by an average price of the shares as quoted on the SIX Swiss Exchange over a period of time prior to the date of allocation of the shares as determined by Sensirion Holding AG in its sole discretion, rounded down to the nearest full number of shares. The number of RSUs to be awarded shall be determined by Sensirion Holding AG in its sole discretion. 166 167 Sensirion Financial Report 2022Sensirion Financial Report 2022 31 December 2022 31 December 2021 Reserves from capital contributions in the amount of CHF 127,311 thousand have been confirmed by the Federal Tax Authority. The additional increase of the reserves from capital contributions in the amount of CHF 5,412 thousand have not been confirmed by the Federal Tax Authority yet. Therefore, the reserves from capital contributions may still change and 2.4 Legal capital reserves 2.2 Investments In thousands of CHF a) Direct investments Company, location Sensirion AG, Stäfa (Switzerland) Sensirion China Co. Ltd., Shenzhen (China) Sensirion Inc., Chicago (USA) Sensirion Japan Co. Ltd., Yokohama (Japan) Sensirion Korea Co. Ltd., Anyang-Si (South Korea) Sensirion Taiwan Co. Ltd., Hsinchu (Taiwan) Sensirion Hungary Kft., Debrecen (Hungary) Sensirion Automotive Solutions AG, Stäfa (Switzerland) Sensirion Connected Solutions AG, Stäfa (Switzerland) Sensirion Connected Solutions Inc., Chicago (USA) IRsweep AG, Stäfa (Switzerland) Qmicro B.V., Enschede (Netherlands) Lumiphase AG, Zürich (Switzerland) b) Significant indirect investments Share capital in % Share capital in % CHF CNY USD JPY KRW TWD HUF CHF CHF USD CHF EUR CHF 2,000,000 1,260,000 660,000 25,000,000 100,000,000 25,000,000 3,110,000 100,000 100,000 2,631,099 166,667 1,000 203,601 100 100 100 100 100 100 100 100 100 100 100 100 51 2,000,000 1,260,000 660,000 25,000,000 100,000,000 25,000,000 3,010,000 100,000 100,000 2,631,099 166,667 1,000 133,323 100 100 100 100 100 100 100 100 100 100 100 100 25 100 100 100 100 100 Sensirion Automotive Solutions Inc., Eaton Rapids (USA) USD 250,000 100 250,000 Sensirion Automotive Solutions Korea Co. Ltd., Seoul (South Korea) Sensirion Automotive Solutions (Shanghai) Co. Ltd., Shanghai (China) Sensirion Automotive Solutions Hungary Kft., Debrecen (Hungary) AiSight GmbH, Berlin (Germany) KRW 38,543,000,000 100 38,543,000,000 CNY 28,450,000 100 28,450,000 HUF EUR 3,100,000 30,870 100 100 3,000,000 30,870 2.3 Treasury shares Held by subsidiary Sensirion AG In thousands of CHF 2022 2021 Treasury shares nom. CHF 0.10 Stock at 1 January in shares Book value at 1 January Purchases in shares Purchase price Allocations from share-based payment plans in shares Allocation Price Stock at 31 December in shares Book value at 31 December 20,599 472 37,000 3,305 (149) (3) 57,450 3,774 75,857 1,735 – – (55,258) (1,263) 20,599 472 needs to be considered as provisional. 2.5 Financial result In thousands of CHF, for the year ended 31 December Financial income Financial expenses Total 2022 559 (2,073) (1,514) 2021 822 (758) 64 The financial income of CHF 559 thousand (prior year: CHF 822 thousand) mainly include interest income from loans to subsidiaries. Financial expenses in the amount of CHF 2,073 thousand (prior year: CHF 758 thousand) mainly include valuation differences of financial assets and exchange losses as of 31 December 2022. 3 Other information 3.1 Full-time equivalents Sensirion Holding AG has no employees. 3.2 Collateral provided for liabilities of third parties Collateral provided for liabilities of third parties amount to CHF 40,000 thousand (prior year: CHF 40,000 thousand). These are guarantees issued on behalf of subsidiaries of which CHF 493 thousand are used. 3.3 Letter of comfort Sensirion Holding AG has undertaken to provide Sensirion Automotive Solutions AG (as a supplier to a customer) with the necessary financial resources on an ongoing basis. The obligation to provide financial resources amounts to EUR 4,500 thousand per calendar year and to a maximum total amount of EUR 45,000 thousand during the term of the contract. This contract may be terminated for the first time on 31 December 2046 with 12 months’ notice. 3.4 Equity-settled share-based payment transactions Value in thousands of CHF Allocated shares to employees excluding the EC Allocated RSUs to employees excluding the EC Total 2022 Quantity Value Quantity 19,685 5,047 24,732 1,978 494 2,472 26,308 6,704 33,012 2021 Value 3,507 894 4,401 168 169 Sensirion Financial Report 2022Sensirion Financial Report 2022 3.5 Shares held by members of the Board of Directors and the Executive Committee 4 Subsequent events The members of the Board of Directors and the Executive Committee (including related parties) held the following number There are no significant events after the balance sheet date which could impact the book value of the assets or liabilities, or which should be disclosed here. Proposed appropriation of available earnings In thousands of CHF Retained earnings brought forward Net profit for the year Available earnings 2022 29,293 4,070 33,363 The Board of Directors proposes to the General Meeting of Shareholders the following appropriation of available earnings. In thousands of CHF Balance to be carried forward 2022 33,363 of shares and RSUs as of 31 December: Board of Directors Dr. Moritz Lechner, Co-Chairman Dr. Felix Mayer, Co-Chairman1 Ricarda Demarmels, member Heinrich Fischer, member, resigned 16 May 2022 François Gabella, member Dr. Franz Studer, member Anja König, member Total Board of Directors Executive Committee Dr. Marc von Waldkirch, CEO Dr. Johannes Bleuel, VP Operations Matthias Gantner, CFO Heiko Lambach, VP Human Resources Dr. Andrea Orzati, VP Sales & Marketing Dr. Johannes Schumm, VP Research & Development Total Executive Committee Shares 863,181 863,181 250 117,781 – – 1,157 1,845,550 Shares 44,481 2,613 7,958 7,981 13,988 5,818 82,839 2022 RSUs – – – – – – – – 2022 RSUs 2,021 875 855 652 1,151 1,130 6,684 Shares 871,900 871,900 250 117,781 – – – 1,861,831 Shares 43,590 2,735 6,986 11,720 19,446 7,444 91,921 1 Related parties: including shares held by Fondation des Fondateurs, Zürich, Switzerland. 3.6 Significant shareholders As of 31 December 2022, the following shareholders held more than 3 % of the shares: Shareholder Moritz Lechner, Uerikon, Switzerland; Felix Mayer, Stäfa, Switzerland; Fondation des Fondateurs, Switzerland; 7-Industries Holding B.V., Amsterdam, Netherlands; EGS Beteiligungen AG, Zürich, Switzerland; Sensirion Holding AG1 2022 % of voting rights Shares Shares 5,076,263 32.5 % 5,039,412 Chase Nominees Ltd.2 Gottlieb Knoch, Zug, Switzerland Davent Holding AG, Wollerau, Switzerland3 607,003 768,666 547,164 3.9 % 4.9 % 3.5 % 593,116 768,666 547,164 2021 RSUs – – – – – – – – 2021 RSUs 2,094 921 889 662 1,195 1,126 6,887 2021 % of voting rights 32.4 % 3.8 % 4.9 % 3.5 % 1 The beneficial owner of 7-Industries Holding B.V. is Mrs. Ruthi Wertheimer, Herzliya, Israel. The beneficial owner of EGS Beteiligungen AG, Zürich, Switzerland, is the Ernst Göhner Stiftung, Zug, Switzerland. The shareholders act in concert within the meaning of Article 121 FMIA by virtue of a shareholders’ agreement as a result of which they, together with the Company, act in concert. Moritz Lechner, Felix Mayer, Fondation des Fondateurs, 7-Industries Holding B.V. and EGS Beteiligungen AG together hold 32.1 % (31 December 2021: 32.2 %) of the voting rights. 2 Pursuant to the share register, holding shares as nominee for third-party beneficial owners. 3 The beneficial owner of Davent Holding AG is Dr. Thomas Knecht, Wollerau, Switzerland. 170 171 Sensirion Financial Report 2022Sensirion Financial Report 2022 Auditor’s Report 172 173 Sensirion Financial Report 2022Sensirion Financial Report 2022 KPMG AG Zurich, 13 March 2023 Statutory Auditor's Report To the General Meeting of Sensirion Holding AG, Stäfa Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Sensirion Holding AG (the Company), which comprise the balance sheet as at 31 December 2022, and the income statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the financial statements (pages 164 to 171) comply with Swiss law and the Company’s articles of incorporation. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsi-bilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to com-municate in our report. Other Information The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements of the Company, the compensation report, and our auditor’s reports thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other infor-mation, we are required to report that fact. We have nothing to report in this regard. 1 Statutory Auditor's Report To the General Meeting of Sensirion Holding AG, Stäfa Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Sensirion Holding AG, which comprise the income statement for the year then ended, the balance sheet as at 31 December 2021, and notes to the financial statements, including a summary of significant accounting policies. In our opinion the financial statements (pages 134 to 141) for the year ended 31 December 2021 comply with Swiss law and the company’s articles of incorporation. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the entity in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession and we have fulfilled our other ethical responsibilities in ac-cordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion. Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to com-municate in our report. Responsibility of the Board of Directors for the Financial Statements The Board of Directors is responsible for the preparation of the financial statements in accordance with the provi-sions of Swiss law and the company’s articles of incorporation, and for such internal control as the Board of Direc-tors determines is necessary to enable the preparation of financial statements that are free from material mis-statement, whether due to fraud or error. In preparing the financial statements, the Board of Directors is responsible for assessing the entity’s ability to con-tinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opin-ion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accord-ance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Mis-statements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial state-ments. 2 Board of Directors’ Responsibilities for the Financial Statements The Board of Directors is responsible for the preparation of the financial statements in accordance with the provi-sions of Swiss law and the Company’s articles of incorporation, and for such internal control as the Board of Di-rectors determines is necessary to enable the preparation of financial statements that are free from material mis-statement, whether due to fraud or error. In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going con-cern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease opera-tions, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opin-ion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accord-ance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: — Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or er-ror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement re-sulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-tional omissions, misrepresentations, or the override of internal control. — Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made. — Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or condi-tions may cause the Company to cease to continue as a going concern. We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in inter-nal control that we identify during our audit. We also provide the Board of Directors or its relevant committee with a statement that we have complied with rel-evant ethical requirements regarding independence, and communicate with them all relationships and other mat-ters that may reasonably be thought to bear on our independence, and where applicable, actions taken to elimi-nate threats or safeguards applied. From the matters communicated with the Board of Directors or its relevant committee, we determine those mat-ters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 2 As part of an audit in accordance with Swiss law and Swiss Auditing Standards, we exercise professional judg-ment and maintain professional skepticism throughout the audit. We also: — Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or er-ror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi-cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement re-sulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-tional omissions, misrepresentations, or the override of internal control. — Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of in-ternal control. — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made. — Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a ma-terial uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or condi-tions may cause the entity to cease to continue as a going concern. We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in inter-nal control that we identify during our audit. We also provide the Board of Directors or its relevant committee with a statement that we have complied with rel-evant ethical requirements regarding independence, and communicate with them all relationships and other mat-ters that may reasonably be thought to bear on our independence, and where applicable, actions taken to elimi-nate threats or safeguards applied. From the matters communicated with the Board of Directors or its relevant committee, we determine those mat-ters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements In accordance with article 728a para. 1 item 3 CO and the Swiss Auditing Standard 890, we confirm that an inter-nal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the com-pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved. 174 175 Sensirion Financial Report 2022Sensirion Financial Report 2022 3 Report on Other Legal and Regulatory Requirements In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system ex-ists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the Com-pany’s articles of incorporation. We recommend that the financial statements submitted to you be approved. KPMG AG {{Signatureleft}} {{Signatureright}} Silvan Jurt Licensed Audit Expert Auditor in Charge Matthias Bachmann Licensed Audit Expert Zurich, 13 March 2023 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2023 KPMG AG, a Swiss corporation, is a subsidiary of KPMG Holding AG, which is a member of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. 1 Statutory Auditor's Report To the General Meeting of Sensirion Holding AG, Stäfa Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Sensirion Holding AG, which comprise the income statement for the year then ended, the balance sheet as at 31 December 2021, and notes to the financial statements, including a summary of significant accounting policies. In our opinion the financial statements (pages 134 to 141) for the year ended 31 December 2021 comply with Swiss law and the company’s articles of incorporation. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Our responsibilities under those provisions and standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the entity in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession and we have fulfilled our other ethical responsibilities in ac-cordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-ion. Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to com-municate in our report. Responsibility of the Board of Directors for the Financial Statements The Board of Directors is responsible for the preparation of the financial statements in accordance with the provi-sions of Swiss law and the company’s articles of incorporation, and for such internal control as the Board of Direc-tors determines is necessary to enable the preparation of financial statements that are free from material mis-statement, whether due to fraud or error. In preparing the financial statements, the Board of Directors is responsible for assessing the entity’s ability to con-tinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opin-ion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accord-ance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Mis-statements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial state-ments. Shareholder information Disclaimer Valor symbol Reuters symbol Bloomberg symbol Valor number ISIN End of fiscal year Exchange Trading currency Listed since SENS SENSI.S SENS.SW 40,670,512 CH 040 670512 6 31 December SIX Swiss Exchange CHF 22 March 2018 Number of issued shares (as recorded in the commercial register) Nominal value 15,573,350 CHF 0.10 Accounting standard Swiss GAAP FER Financial calendar 14 March 2023 15 May 2023 23 August 2023 Contact 2022 full-year results and annual report Annual general meeting 2023 half-year results and interim report For further information, please contact: Heiko Komaromi, Director Investor Relations / Business Development Phone: +41 44 544 1644 heiko.komaromi@sensirion.com 176 Certain statements in this document are forward-looking statements, including, but not limited to, those using words such as “believe”, “assume”, “expect” and other similar expressions. Such forward-looking statements are based on assump- tions and expectations and, by their nature, involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the for- ward-looking statements. Such factors include, but are not limited to, future global economic conditions, changed market conditions, competition from other companies, effects and risks of new technologies, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting markets in which Sensirion operates, and other factors beyond the control of Sensirion. In view of these uncertainties, you should not place undue reliance on forward-looking statements. Sensirion disclaims any intention or obligation to update any forward-look- ing statements, or to adapt them to future events or developments. Sensirion uses certain key figures to measure its performance that are not defined by Swiss GAAP FER. These alternative performance measures may not be comparable to similarly titled measures presented by other companies. Additional information on these key figures can be found at http://www.sensirion.com/alternative-performance-measures. This document is not an offer to sell, or a solicitation of offers to purchase, any securities. Imprint Publisher Sensirion AG · Laubisrütistrasse 50 · 8712 Stäfa · Switzerland Phone: +41 44 306 40 00 · info@sensirion.com Editing and implementation Sensirion AG Consulting for materiality assessment and sustainability reporting Sustainserv GmbH Concept and design Sensirion AG Sensirion Financial Report 2022
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