25 years of innovation Annual Report 2023 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 environ- mental 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. Content 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 2 6 10 16 22 86 112 134 138 167 169 180 Key Figures Revenue (in CHF million) 321.7 287.5 Number of employees (FTE) as of Dec 31 1,225 1,293 233.2 974 2021 2022 2023 2021 2022 2023 Revenue by market 2023 (2022) Revenue by region 2023 (2022) 7 % (8 %) 12 % (18 %) 31 % (20 %) 43 % (48 %) 43 % (44 %) 19 % (24 %) 45 % (38 %) Automotive Medical Industrial Consumer APAC EMEA Americas 233.2 52.2 % 4.3 % Revenue in CHF million Gross Margin EBITDA Margin 2 3 Sensirion Annual Report 2023 Key FiguresKey Figures Sensirion Annual Report 2023 Challenging 2023, economic headwinds interrupt growth cycle Unchanged support from global megatrends: energy efficiency, climate change and health Increasing investment in R&D to bolster key launches in 2024 and 2025 and to fully realize long-term growth Key Figures Consolidated, in millions of CHF 31 December 2023 in % 31 December 2022 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 (27.5 %) 233.2 121.8 52.2 % (5.8) (107.8 %) (2.5 %) (6.6) (110.3 %) (88.7 %) (2.8 %) (0.42) 10.1 4.3 % (10.9) (35.5) (46.4) 321.7 190.6 59.2 % 74.4 23.1 % 63.6 19.8 % 4.08 89.6 27.8 % 49.5 (31.2) 18.3 31 December 2023 31 December 2022 332.6 36.9 295.7 73.1 358.0 53.8 304.1 123.0 Number of employees (FTE) 1293 5.5 % 1225 1 EBITDA is calculated as the sum of operating profit or loss and depreciation, amortization and impairment loss. 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). 4 5 Sensirion Annual Report 2023 Key FiguresKey Figures Sensirion Annual Report 2023 Dear Shareholders 2023 was a challenging year for Sensirion. After three low utilization and a less favorable product mix. Never- reporting periods of strong growth during the pandemic theless, we continued to expand our sales and R&D capa- and immediately after, we encountered some economic cities last year to enable significant product launches in headwinds last year. High customer inventories and the new applications in 2024 and 2025. By doing so, we are generally subdued consumer sentiment led to weak also supporting and exploring promising innovation pro- demand from end customers, particularly in the appliances jects and market opportunities with a longer-term focus. and consumer markets. Unlike many other electronics While this impacts our profitability in the short term, it companies, we did not benefit from clearing high order improves our growth prospects for the coming years. The backlogs, as we were able to continue delivering through- expansion of the workforce is complete and we do not out the allocation phase. The decline in sales was further envisage any further additions in the coming months. At our exacerbated in the reporting year by the normalization production plants, ongoing capacity adjustments were of the elevated demand for air quality products in the pre- made in the reporting year by reducing the number of tem- ceding years due to the pandemic. porary staff. Additional measures to increase productivity Short-term visibility remains low due to the numerous geo- loss of CHF –5.8 million was reported at the operating result political and macroeconomic challenges. Thanks to a strong level, corresponding to a net loss of CHF –6.6 million for the in the factories and in administration have been initiated. A From left: Marc von Waldkirch (CEO), Felix Mayer (Co-Chairman) and Moritz Lechner (Co-Chairman) pipeline of new business for the coming years, as well as period. Operating cash flow amounted to CHF −10.9 million. ditioning) markets. These segments have seen strong wide and the normalization of demand after the pandemic- support from megatrends such as energy efficiency, climate growth over the past two years and they further benefited related overconsumption seen in recent years. The situation change and health, our medium- and long-term outlook Growing automotive market, significant slowing effects from the much greater awareness of indoor air quality was further exacerbated by inventory corrections. remains optimistic. in the industrial and consumer markets solutions brought about by the pandemic. The excess The automotive market has proved highly resilient to the demand has normalized again since these boom years and Medium- and long-term outlook remains positive Lower sales due to the challenging market environment economic downturn. Sales increased to CHF 72.5 million, is reflected in a temporary dip. The situation has been Despite the challenging market environment at present, and no one-off medical business up 11 % on the previous year. This growth was partly driven further exacerbated by very high inventories right along we remain very positive about the medium- and long-term Sales decreased to CHF 233.2 million (−27.5 % compared to by new module projects as a Tier 1 supplier for European the value chain that are only slowly being depleted. The future. We continue to feel strong support from mega- the previous year, −24.3 % organic, −3.2 % due to foreign OEM customers and by the components business as a Tier significant decline in sales is solely attributable to the trends such as energy efficiency, climate change and currency effects). Unlike the same period in the previous 2 supplier. year, there was no one-off special effect on revenue from economic situation; we have not lost any customers or health, which are accelerating the increased use of sensors projects in this market segment either. As things stand, we in a wide range of applications. Furthermore, we see a the CPAP medical sector this year (previous year: CHF 28.3 The medical market as a whole saw sales decline by expect the inventory corrections to be complete by the promising and well-stocked pipeline of new customer and million). Adjusted for this special item, sales were down by 41 % to CHF 44.9 million year on year. The previous year’s first half of 2024. Business will also be boosted by new design-in projects in all markets, not least because of our 20.5 % as a result of economic conditions. This is solely period was influenced by a one-off special transaction of projects that are currently in the design-in phase. Further, decision to keep expanding our sales and R&D capacities attributable to reduced volumes of demand; market prices CHF 28.3 million in the CPAP segment, but demand has less significant declines were recorded in the semiconduc- last year despite the challenging market conditions. developed as expected. In addition, we did not lose any since fully normalized. Adjusted for this effect, sales in the tor and hard disk subsegments. Sales in the gas metering customers or ongoing projects. core business were down slightly by 6.1 %. After a very sector bucked the economic trend and saw an increase For example, we are currently working hard to finish devel- strong first half of the year, we also felt the significant thanks to newly initiated customer projects. oping a new product family of gas leakage sensors for air The gross margin was 52.2 % and the EBITDA margin inventory optimizations by our major customers in this conditioning systems. This promising growth opportunity reached 4.3 %. Due to the low variable cost component of market during the second half. A similar situation to the one in appliances was also has arisen from a new regulation in the US, which will intro- our products, the gross margin and EBITDA margin react observed in the related consumer market. Compared to duce an additional refrigerant class for larger air condition- disproportionately to changes in revenue. This effect was After several years of strong growth, the broadly diver- the previous year, sales in this highly fragmented market ing systems in 2025. The coolants in the new category are beneficial during the years of strong growth, but it had the sified industrial market experienced significant slowing were down by 44 % to CHF 14.9 million. This market had also less harmful to the environment, but slightly more flamma- opposite effect in the reporting year. After an above-average effects. Compared to the previous year, sales were down experienced strong growth in recent years, driven by the ble. This development will give us the opportunity to intro- gross margin for a few years due to high utilization of pro- by 34 % to CHF 101.0 million. This is primarily due to the heightened awareness of indoor air quality. However, sales duce new and innovative leakage sensors in this market. duction capacities, it shrank in the reporting year due to appliances and HVAC (heating, ventilation and air con- suffered from the subdued consumer sentiment world- Alongside this, we are working on numerous other design- 6 Sensirion Annual Report 2023 Letter to the Shareholders Letter to the Shareholders Sensirion Annual Report 2023 7 ins with our extensive range of environmental sensors. the ecological footprint of our own business processes Outlook This supports our assessment that the entire environmen- along the value chain. In 2023, we again made efforts to In a market environment that remains challenging, we expect a return to growth in 2024 as new projects tal sensor sector harbors great potential for further growth reduce our carbon emissions and water consumption. ramp up. In terms of profitability, 2024 will be a transition year. The medium-term outlook remains posi- over the coming years. tive due to the structural megatrends underlying the sensor market. Annual General Meeting in Rapperswil The implementation of our growth strategy continues to At the Annual General Meeting 2023, all proposals put Visibility remains low due to geopolitical and macroeconomic challenges. We currently anticipate that proceed according to plan. In particular, we are investing forward by the Board of Directors were approved, and all stock corrections will continue to depress demand until the middle of the year (and even until the end of resources in the development of the next generation of par- members were re-elected for a further term of office. We the year in the medical market). Against this background and given the economic weakness in key ticulate matter, CO2 and formaldehyde sensors. By further were particularly pleased to be able to welcome everyone markets, we remain cautious about our existing business and foresee only a moderate recovery this year. integrating numerous functionalities at chip level, we will be in person in Rapperswil again after a four-year break due to However, we expect growth projects to make a significant contribution to sales, particularly in the second able to achieve additional key miniaturization milestones in the pandemic. all three product families. The product launches here remain scheduled for 2024 and 2025. With all these projects Changes on the Board of Directors and Executive Committee half of the year. These projects specifically include those in the automotive module area and those with innovative gas leakage sensors for air conditioning systems described above. in mind, we continued to invest in stepping up our R&D After years of continuity, there were two changes on the Despite the return to growth, 2024 will be a transition year in terms of profitability: The higher share of activities last year despite the sharp decline in sales. Executive Committee in the reporting year: Rahel Meuwly lower-margin module business this year, together with the continued underutilization of component was appointed as the new VP Human Resources and a production, will lead to a lower gross margin. We have therefore already initiated further measures to In our traditional core market of humidity and flow sensors, member of the Executive Committee as of November 1, increase productivity on the production sites and other areas at the end of 2023, without losing focus on we want to further enhance and consolidate our already 2023. Rahel succeeded Heiko Lambach, who has remained our strong pipeline of short-to long-term growth projects. strong position as a market, cost and technology leader. In at Sensirion but now intends to focus on talent diagnostics this context, we signed a strategically important partner- and culture development after more than 12 years as VP Assuming the planned ramp-up of growth projects and stable exchange rates, we expect consolidated ship agreement with our former competitor STMicroelec- Human Resources. This will address the growing impor- sales of CHF 250 to 280 million in fiscal year 2024 (FY 2023: CHF 233.2 million). This is equivalent to tronics (STM) at the start of the year. STM will integrate and tance of talent management and help to nurture Sensiri- projected organic growth ranging from 7 % to 20 % compared to 2023. We expect the gross margin to be offer our humidity sensors on its evaluation boards for its on’s multi-award-winning corporate culture. Furthermore, between 47 % and 49 % in 2024. As a result, the EBITDA margin will improve to 5-10 %. customers in the future. This important sales channel allows Johannes Bleuel, former VP Operations, decided to leave us to build on our existing leading role in this market. Sensirion to pursue new challenges after more than 11 years Many thanks to all our employees with the company. He was succeeded by Franziska Brem On behalf of the Board of Directors and the Executive Committee, we would like to say a heartfelt thank We also opened a sales office in Singapore at the start of on December 1, 2023. Franziska has spent several years in you to all Sensirion employees for their hard work, flexibility and loyalty. 2023 was also a challenging year the year. This will enable us to increase our direct sales charge of Sensirion’s packaging department, which plays a for our employees, not just for the company. Many of them had to show great flexibility to adapt to the presence at global level and provide better support to our key role at the interface between R&D and operations. rapidly changing economic environment. One particularly proud moment came in May 2023, when we customers at local level in the Southeast Asian and Austra- were recognized once again by “Great Place to Work” as one of Switzerland’s best employers in the lian markets. At the end of the year, we acquired additional François Gabella, a long-serving member of the Board of “Large Workplaces” category. This award reflects our special corporate culture that attracts talented properties in Stäfa that will allow us to increase our clean- Directors, will no longer be available for re-election at the individuals and offers them opportunities to develop. We will continue to foster this culture going forward. room production capacity over the coming years in line upcoming Annual General Meeting in May 2024. The Board with the expected market and volume growth. of Directors proposes to the General Meeting that Henri Mrejen be appointed. After holding numerous management Sustainability: a market driver and an ethical responsibility positions in different industries, Henri currently serves as Energy efficiency and the looming threat of climate change Head of Investments at 7-Industries, one of the anchor are powerful megatrends that have been supporting our investors for Sensirion. We would like to thank the two business for years. We want to continue playing a part in departing members of the Executive Committee, as well as making our world and our lives more sustainable and François Gabella, for their outstanding service and commit- Last but not least, we would like to thank you, dear shareholders, for the continued trust and loyalty you have shown our company this year. resource-efficient with our innovative sensor solutions. ment over the years. We wish them all the best and every Moritz Lechner Felix Mayer Marc von Waldkirch Another top priority in the area of sustainability is to shrink success in their future endeavors. Co-Chairman of the Board Co-Chairman of the Board CEO 8 Sensirion Annual Report 2023 Letter to the Shareholders Letter to the Shareholders Sensirion Annual Report 2023 9 Customer markets Automotive In the automotive market, revenue amounted to CHF 72.5 million, which corresponds to an increase of Moreover, we believe that vehicle interior air quality (VIAQ) covering CO2, RHT and PM2.5 sensors will 11.3 % compared to 2022, accounting for 31.1 % of the group revenue. Both the component-based Tier 2 become more important, ultimately mainstream, independent of the drive mode. business as well as the Sensirion Automotive Solutions Tier 1 business contributed to the growth. Revenue development in CHF million 65.1 72.5 2022 2023 As modern cars gradually transition from combustion engines to BEVs (battery electric vehicles), basic driver assistance evolves towards fully autonomous driving and future technologies such as Advanced Driver Assistance Systems (ADAS) and Battery Management Systems (BMS) gradually unfold. The journey to autonomous driving is marked by a six-level scale defined by SAE International (Society of Automotive Engineers): 0 No automation, 1 Driver assistance, 2 Hands off, 3 Eyes off, 4 Mind off, 5 Steering In 2023, Sensirion’s Tier 2 business grew moderately, mainly driven by gas flow sensors which are wheel optional. Along this journey, water ingress and humidity are critical issues affecting not only located in combustion engines’ air intake along with humidity sensors to further improve precision performance, but they also pose a risk of corrosion to the electronics over time. By integrating our control of the combustion process. The main growth driver, the Tier 1 business, was driven by the uptake and launch of new module projects by Sensirion’s European and Korean OEM customers. The market for sensor solutions and applications, such as engine control, anti-fogging, dew-point, vehicle interior air quality (VIAQ) covering CO2, RHT, and PM2.5 sensors, is growing, and Sensirion as development partner continues to develop component and module projects according to the specified requirements. sensors into ADAS, Sensirion, as a development partner, can safeguard these risks and ensure safety and reliability across the life cycle of the product. Medical In the medical market, revenue amounted to CHF 44.9 million (2022: CHF 76.1 million), declining –41.0 % year-on-year, contributing 19.2 % to group revenue. While the European business shows good growth, we continue to experience the expected slowdown Revenue development in CHF million of demand coupled with currency headwinds in the South Korean market. Reducing emissions, saving energy and increasing passenger safety and 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 continually expands its environmental sensor portfolio, which is the foundation for continuing our success as direct supplier and development partner to automotive OEMs. Our sensor portfolio can be fitted into technology platforms and supports the strategy of OEMs to continuously decrease emissions and increase energy savings, safety and comfort. Success in the automotive market depends on meeting rigorous product reliability, process quality and customer proximity requirements. Accordingly, Sensirion’s automotive products meet the quality require- ments set out by the Automotive Electronics Council (AEC-Q100), and Sensirion’s manufacturing sites in Switzerland, Hungary, China and South Korea are certified to the stringent international automotive stan- dard IATF 16949. Increased awareness of health, related economic benefits and climate matters are helping to speed up the shift from combustion engines to hybrid and electric vehicles. Sensirion is convinced that it will benefit from this shift in the medium to long term through the penetra- tion rate of sensors in auto-defogging and climate control applications as both applications can help to extend the range of an EV if assisted by smart sensor solutions. 44.9 76.1 112.3 2022 2023 In 2022, Sensirion recorded extraordinary revenue totaling CHF 28.3 million for sensors sold for home care sleep apnea (CPAP) devices. This was triggered by a major recall issued by a large CPAP manufac- turer due to quality issues that were not caused by a Sensirion sensor. When adjusting 2022 for these special effects, the underlying medical revenue declined by CHF −2.9 million or −6.1 % to CHF 44.9 million (2022 adj.: CHF 47.8 million). The full year decline was caused by a weak second half of 2023 driven by stock level optimizations across the industry, which more than offset the strong growth in the first half of 2023 related to high demand from China and to large extended stock building across large customers. It is expected that medical market stock optimization will level off towards the end of the first half of 2024. In the medical market, Sensirion’s sensor solutions are used first and foremost in human respiratory applications. A ventilator or respirator is used for life support in emergency situations. In ventilators used in intensive care units (ICU) of hospitals and mobile ambulances, gas flow sensors and gas flow meters measure the flow into and out of the patient. This is performed at one, two or 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. 10 Sensirion Annual Report 2023 Customer markets Customer markets Sensirion Annual Report 2023 11 Apart from ventilation, the other important medical applications include continuous positive airway a combination of various sensor components such as humidity, total volatile organic compounds (TVOC) pressure (CPAP) devices to treat sleep apnea and anesthesiology devices. In CPAP devices used in and PM2.5 are expected to be a major pillar of growth for the home appliances market. 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 In addition, in the appliance market, Sensirion is further developing its sensor portfolio by revolutionizing rested in the morning. In anesthesiology, Sensirion’s mass flow meters play a mission-critical role to correctly dose the applied amount of the anesthetic agent. electrochemical sensing and developing a next generation of formaldehyde sensor which is especially designed for indoor air quality monitors and air purifiers. In the heating, ventilation and air-conditioning (HVAC) segment, sales declined due to the beforemen- tioned factors. Despite the temporary setback, the growing awareness of clean indoor air and the desire In the future, other applications centered around real-time monitoring of gases and liquids entering and to reduce emissions and save energy supported by our growing environmental sensor portfolio will con- exiting patients might emerge, in areas such as smart inhalers, drug delivery or monitoring devices. tinue to pave the way for further growth in future. Industrial Also in this market segment, Sensirion is working on numerous design-in projects that will start to drive business in the years to come. More specifically, Sensirion R&D, Operations & Commercial teams have In 2023, the diverse industrial market left its multi-year growth trajectory and revenues declined to been working relentlessly on a new product family of gas leakage sensors for air conditioning systems CHF 101.0 million, which corresponds to a −34.4 % decrease compared to 2022 and accounts for 43.3 % during 2023. This promising growth opportunity stems from a new Environmental Protection Agency of group revenue. Revenue development in CHF million 101.0 153.8 2022 2023 (EPA) regulation in the U.S. that will require a new class of refrigerants for larger air conditioning systems. Starting 1 January 2025, the regulation requires that air conditioning systems operate with a new refrig- erant class which is less harmful to the climate (lower global warming potential) but, on the other hand, is more flammable. During the lifecycle of an air conditioning system, refrigerant leakage is a critical issue affecting not only performance, but also posing a significant risk of fire over time. By integrating our gas leakage sensor modules into an air conditioning system, Sensirion, as a development partner, can safe- guard the risk and ensure safety and reliability across the lifecycle of the product. The decline was primarily driven by the appliance and HVAC (heating, ventilation, air conditioning) busi- ness. Both market segments have shown high growth rates in the last two years and benefited from the Against the general trend, revenue in the smart gas meter market showed good growth driven by new greatly increased sensitivity to indoor air quality solutions caused by the pandemic. In 2023, this excess customer projects. While the gas metering market is generally slow to adapt to new technologies, Sen- demand normalized and led to a temporary dip in demand after the boom years. This market pattern was sirion has been able to prove the readiness of smart gas metering and will continue to support the coupled with high inventory levels throughout the entire value chain, which are being reduced slowly. The market’s transition to smart gas metering with suitable products. Sales of humidity sensors for the hard sharp decline in sales is solely driven by the economic situation; Sensirion has not lost any customers or disk segment declined as expected. The transition to innovative storage technology for our customers projects in this market segment. We currently assume that the inventory corrections should be com- will impact near-term demand. Further development of this market is complex and monitored as the shift pleted during the first half of 2024. from magnetic based to solid-state drives is still ongoing. In addition, Sensirion is working on numerous design-in projects that will drive business once the drop in demand and warehouse optimization have come to an end. All these future projects are proceeding according to plan. In the appliance market, application drivers are optimized energy consumption and increased comfort. Applications include incorporating humidity sensors into refrigerators to optimize energy consumption, 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 occupancy and related CO2 levels. In 2023 and in the near future, sensor modules that are comprised of 12 Sensirion Annual Report 2023 Customer markets Customer markets Sensirion Annual Report 2023 13 Sensirion empowers its customers to offer solutions that comply with RESET and WELL standards, con- tributing to the global initiative for heightened awareness and improvement of indoor air quality. In addi- tion, we hold a seat on the WELL Air Concept Advisory board (consisting of scholars and industry repre- sentatives) that provides guidance on how WELL can incorporate building interventions that promote high levels of air quality, thereby making sure that WELL takes into consideration the latest advances in sensor technologies to assess and control indoor air quality. Finally, as increasing urbanization drives heavy traffic situations and global warming promotes heat waves that increase the number of wildfires breaking out around the globe, both trends are boosting demand for Sensirion’s proven environmental sensor portfolio. Consumer In the consumer market, revenues decreased to CHF 14.9 million, corresponding to a −44.4 % year on-year decline and accounting for 6.4 % of the group revenue. The consumer market saw strong growth during the pandemic, driven by increased awareness of indoor air quality. This has led to overconsumption and up-stocking across the supply chain. Revenues in 2023 are therefore impacted by both ongoing inventory corrections as well as weak end consumer demand following economic uncertainties. Revenue development in CHF million 26.7 14.9 2022 2023 Sensirion is a development partner for several international OEMs which have project pipelines for inno- vative indoor air quality devices and apps to address growing demand for various types of air quality monitors. Even though several projects have been postponed or have been put on hold, we expect that our expanding environmental sensor portfolio covering CO2, RHT and PM2.5 (particulate matter) sensors will continue to enable the realizations of cost-efficient, innovate devices and apps for our customers. In the fast-moving consumer segment, Sensirion is further developing its sensor portfolio by revolution- izing electrochemical sensing and developing a next generation of formaldehyde sensor which is especially designed for battery-powered indoor air quality devices. The pandemic has illustrated the importance of indoor CO2 monitoring – not only for well-being but for optimized ventilation, too – and accelerated the development of global standards. Therefore, as of 2023, we also ensure that our sensors are harmonized with RESET and WELL building standards. The goal of the WELL Standard is to enhance people’s health and well-being in the built environment. It is an evidence-based rating system that ensures occupants’ health and well-being by measuring, certi- fying and monitoring the building features. The RESET standard stands for “Regenerative, Ecological, Social & Economic Targets” and is a sensor- based performance-driven data standard and certification system that requires the data to be sent to the cloud and the results to be communicated with the building users. More specifically, RESET Air is one of the modules of this standard which is currently available to the projects for certification. The RESET Air standard sets out the requirements for continuous monitoring of air quality of an interior space/building which includes deployment of monitors, collection of monitor data and reporting of results. The air quality monitors are required to measure parameters, such as particulate matter (PM2.5), CO2, total volatile organic compounds (TVOC), places where combustion exists (CO), temperature and relative humidity. 14 Sensirion Annual Report 2023 Customer markets Customer markets Sensirion Annual Report 2023 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 developing technologies for long-term growth. Finally, our unique culture of innovation and entrepreneur- ship serves as the foundation for these objectives. This stra- tegy aligns with prominent megatrends such as enhanced energy efficiency and quality of life, escalating digitalization and automation, and a heightened emphasis on environ- mental protection. Cultivating excellence: the essence of SensiSpirit Our distinctive corporate culture, known as “SensiSpirit”, is the result of the entrepreneurial and collabo- rative mindset embraced by our exceptional workforce 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 sectors where we already hold a dominant market pres- ence, we seek to solidify our leadership through a combination of cost efficiency and technological advancements. Elsewhere, the objective is to expand market share by rolling out innovations and next-generation products while maintaining long-standing, trusting customer relationships and expand- ing our customer base. In customer acquisition, our focus is on collaborating with leading and innovative manufacturers. 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 robust market position also offers a strategic entry point for the introduction of additional environmental sensors, enhancing our presence in customer applications. Aiming for the top: leadership in the 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 completed stage, we introduced a first generation of sensors for carbon dioxide (CO2), particulate matter (PM2.5), formaldehyde and volatile organic compounds (VOC). The development priorities were to speed up time-to-market and rapidly gain market share. Accordingly, these generations were built using existing technology platforms. In the next stage, we plan to introduce a miniaturized second generation of these sensors, based on our entire technology value chain. We have already launched these in the case of CO2 and VOC, and we expect new Strategic focus 03 Develop technologies for long-term growth 03 02 Become market leader in the entire environmental market 01 Drive market and cost leadership in our core markets of humidity and flow 01 02 Fundamentals SensiSpirit Unique culture of innovation and entrepreneurship PM2.5 and formaldehyde sensors to be ramped up in 2024 expand our product portfolio beyond flow and environmen- and 2025, respectively. Enhancing innovation through min- tal sensing by mobilizing our core competencies across the iaturization and cost optimization is essential for securing entire value chain. Secondly, we will expand to offer high- and expanding market share. end solutions in certain fields. To uncover new growth Furthermore, we will leverage our in-house technologies to market, identify emerging trends and adapt to evolving opportunities, we will closely monitor the entire sensor efficiently develop new sensors for monitoring other gas customer demands. parameters. Finally, we plan to expand our range of combo modules for various environmental sensors, unlocking pos- Furthermore, we have implemented a systematic strategy sibilities for new applications and increasing customer for M&A activities to enhance our strategic growth areas. content. Leveraging our connections with the global and local startup community, we aim to identify cutting-edge sensor Propelling long-term growth through new technologies technologies and strategically acquire technologies, com- We will continue investing in fundamental technological panies or manufacturing capacities that enhance and innovation to achieve sustainable company growth by sys- fortify our competitive standing. tematically exploring and assessing new sensor technolo- gies, applications and market opportunities. There are two primary avenues for ensuring long-term growth: firstly, to 16 Sensirion Annual Report 2023 Strategy Strategy Sensirion Annual Report 2023 17 25 years of research and development 18 19 Sensirion Financial Report 2023Sensirion Financial Report 2023 Sustain ability 20 21 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 13 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 an excellent reputation in its relevant field within the semiconductors industry deliver- ing sensor solutions for applications to the automotive, medical, industrial and consumer goods sectors. Value chain All semiconductor wafers used at Sen- sirion are developed in-house, specifi- cally designed for each product family. In order to optimize the use of capital and increase flexibility, the production of these CMOS (complementary metal- oxide-semiconductor) wafers is out- sourced to global foundries in Asia and Europe. Afterwards, the wafers are shipped to Sensirion Switzerland for further sensor processing on wafer level in our own cleanrooms. The pack- aging steps and sensor calibration steps that follow the clean room pro- cesses are done on equipment that is partially designed by Sensirion’s own automation group to meet the specific requirements of sensor production. Finally, the end test on component level completes the tight process controls and assures that high quality standards are achieved. Depending on the application and product, these semiconductor components are either sold directly to the end customers around the world or further processed into higher-value integrated sensor modules in our own facilities in Hungary, China, South Korea and Switzerland. 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 is 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. Idea ASIC MEMS Packaging Automation Package component Manufacturing module OEM customer Supported by technical sales and field engineering The strategic deep control of the value chain and the close relationship to universities that allows us to recruit continuously top talents from engineering are key ingredients for continued success. Built with values Sensirion, a company founded in 1998 as an ETH Zurich spin-off by Moritz Lechner and Felix Mayer, has grown to become a global leader in innovation with a unique culture and style that we call the Sensi- Spirit. At Sensirion, we prioritize the human factor and strive to build long-lasting relationships with our customers, prospective employees, shareholders, analysts, suppliers and the general public with both curiosity and passion. The SensiSpirit is based on the following values: • Fair and honest 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. • Together We believe that every employee and supplier should actively be involved in the constructive journey to find workable solutions. Teams are not opponents; they are partners working in concert, where individual goals harmonize with the overall mission. Success is a collective effort, and we can only 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 entrepreneurial mindset and expertise to the table, thinking innovatively, sharing responsibility and achieving extraordinary things, day in and day out. 22 23 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 1,293 Employees (FTE) worldwide as of 31 December 2023 Production R & D Sales North America Sensirion Inc. (Chicago, United States) Sensirion Automotive Solutions Inc. (Chicago, 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 / Berlin, Germany) 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) Sensirion Europe GmbH (Heimsheim, Germany) Sensirion China Co., Ltd. (Shenzhen, China) 24 25 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 A closer look at a greener tomorrow Lake Zurich, viewed toward Stäfa Sensirion is fully committed to sustainable development, encompassing various dimensions. This commitment spans sustainable business growth, environ- mental responsibility in our actions and fulfilling our obligations to employees and society. For Sensirion, sustainable growth involves addressing sensor challenges through innovative solutions, 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. Maintaining consistent sales growth with a stable relative margin enables us to allocate around 23 % of sales to Research and Development (R&D). Through this approach, we create sustainable value for all our stakeholders: from customers to employees to shareholders. We are aware of our responsibility towards the environment. Our sensors play a crucial role in enhancing energy efficiency and mitigating greenhouse gas emissions across various applications, ranging from automotive to heating and ventilation systems, as well as methane leakage monitoring. Within 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. This ethos involves collaborative team- work, fairness, honesty with each other and stakeholders, and a commitment to delivering excellence. It serves as the foundational element for inspiring and developing talent at Sensirion, recognizing that our employees are our most valuable asset. Marc von Waldkirch, CEO 26 27 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Our policies Management manual Responsible Business Alliance Code of Conduct Internal Code of Conduct including military goods and conflict of interest Articles of Association & Organizational Regulations Corporate values Organizational chart and structure of the company IT policy Trading policy (relates to trading in Sensirion shares) Management principles Responsible mineral sourcing policy Anti-corruption policy Our commitment As a globally operating company, every action we take influences both the environment and society. Our commitment is to optimize sen- sor production, conserving natural resources and mitigating pollutant emissions. Prioritizing workplace safety, we minimize risks and safeguard employee health through proactive measures and emergency preparedness. Additionally, we are dedicated to safeguarding and upholding the human rights of both our employees and throughout our supply chain, ensuring a work- place and operational environ- ment charac terized by dignity and respect. Policies and management systems Sensirion has a Code of Conduct which exceeds the requirements of the Responsible Business Alliance (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 including the ILO Declaration on Fundamental Principles and Rights at Work and the UN Universal Declaration of Human Rights. 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: We have maintained ISO 14001 certifications for environmental protection Memberships Zurich Chamber of Commerce Chamber of Commerce USA/CH and the IATF 16949 standard certification for automotive applications for our facilities in 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 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 in several locations to engage · Remuneration employees on Sensirion’s unique way of working · Company strategy together · Education, and further training events · Annual and semi-annual performance and well-being · Occupational health and safety reviews for all employees · Employees are offered transparency about · Frequent social events to foster Sensirion culture the company’s goals, vision and important · Annual international sales meeting where all sales topics employees from all of our subsidiaries are invited to the HQ for one week of training and engagement · 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 com- development, strategy, remuneration system, pensation report) and an interim report new products and economic outlook · The Company biannually organizes a meeting for media and financial analysts and holds an Annual General Meeting every year of current suppliers. Occupational health and safety in our facilities are organized, but not certified, Suppliers · Initial contact within the scope of the assessment · Order volume with regard to the ISO 45001 standard. The location Stäfa completed the RBA Validated Assessment Program, achieving SILVER Status without any priority findings. Additionally, the Sensirion Code of Conduct training is mandatory for all employees except management and the Board Directors, who are trained individually. This training covers Labor Rights, Environment, Occupational Health & Safety, Ethics (including sourcing of conflict minerals to protect human rights) and Management System topics. procedure and implementation of the Code of · Risk assessment and mitigation Conduct · Price and contract negotiations · Regular performance monitoring (two times per · Sustainable and long term technological year for all category 1 suppliers) and commercial roadmap · Approximately 5 % of the supplier base is audited each year 28 29 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Material topics Materiality matrix Materiality process Our materiality matrix In 2022, we conducted a materiality assessment to identify The accompanying graph shows our materiality matrix. our most relevant sustainability topics. In 2023, Sensirion As a first step, we are focusing on the material topics reviewed its material topics including related impacts and (blue point ), which will be reported in this second sus- did not identify any necessary changes. To align with reg- tainability report in accordance with the GRI standards. ulatory requirements and reporting standards, we applied The topics below the threshold are not material but will the concept of “double materiality”. also be closely monitored. This approach analyzes the potential impact Sensirion’s While local communities may not have been identified as business activities could have on the economy, society and a material topic, it is crucial to highlight that we remain environment, while also investigating how these topics attentive to this aspect. Our commitment to local com- could impact the company’s activities and long-term busi- munities is demonstrated through initiatives such as our ness success. research collaboration with ETH and the development of products that contribute to and impact our society To assess our material topics, we reviewed our former positively. materiality matrix, conducted a peer analysis and consid- ered common reporting standards. As a result, we identified We also proudly sponsor various activities affiliated with 21 potentially relevant topics, which were assessed by ETH Zurich and actively contribute to local sponsorship senior leaders from different business departments during requests whenever feasible. Despite not being a primary a workshop. The senior leaders had to assess the topics focus in this report, we acknowledge the importance according to their impact on society, environment and of local communities and continuously strive to make economy as well as on the long-term business success of a positive impact through various engagements and Sensirion. The leaders included the Director of Marketing projects. Moreover, we maintain regular communication and Communications, the Director Investor Relations and with authorities in Stäfa as well as in Debrecen, including Business Development and the Manager for Corporate local government entities such as the municipality or Projects. Based on this assessment, the materiality matrix the canton. was developed. The materiality assessment with the resulting materiality matrix was validated by the CEO and the execu- tive management team of Sensirion. Additionally, the mate- riality matrix has been shared with the Board of Directors. Sensirion proudly sponsors various activities affiliated with ETH Zurich and actively contributes to local sponsorship requests whenever feasible. 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 2023 SustainabilitySustainability Sensirion Annual Report 2023 Economic value creation We create economic value through innovation, sustainable products and services, sustainable growth and responsible supply chain management. 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 primary indicators of success lie in our annual revenue and profitability figures. Over the past 15 years, Sensirion has proudly achieved a compounded average growth rate (CAGR) exceeding 15 %. Looking ahead to the mid-term future, our aim is to sustain a growth rate of 10-15 %. This will be accom- plished by maintaining our leadership position in both 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. Guided by a growth mindset and a long-term perspective, we maintain an unwavering commitment to our growth strategy. Our Sales Directors host growth strategy sessions every six months, updating Sen- sirion's management team, CEO and founders on market-specific growth, sales, and innovation pipe- lines. Additionally, the management team oversees biannual review meetings for all business units, evaluating their longer-term growth roadmaps. We firmly believe that sustainable growth is achievable only when accompanied by financial stability. 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 compo- nent in how we measure our success. Every Sensirion employee is responsible for delivering and main- taining a thriving culture, which we measure through a biannual survey (see page 66). Key performance indicators and progress in 2023 In 2023, after three consecutive years of remarkable growth, we encountered a challenging economic environment that led to a contraction of −20.5 %, excluding the one-off effect in the medical market. The financial performance is described in more detail in the Consolidated Financial Statements on pages 134-136 of the annual report. 32 >15 % Compounded average growth rate (CAGR) for the last 15 years Lake basin and Limmat, Zurich Bellevue 33 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Innovation Innovation and R&D are vital for introducing breakthrough technol- ogies. Customer feedback and the latest advancements shape how we create economic and environmental value. As a high-tech company, success hinges on releasing innovative products that solve real-life problems and add value. While our R&D team leads innovation, we also have a dedicated business development team. Even our founders, who act as Co-Chairmen, actively participate in identifying long-term oriented innovation. Our long-term perspective, entrepreneurial mind- set and people-centric approach drive our commitment to innovation. Impacts, risks and opportunities We are committed to allocating around 23 % of our group Our innovations can help to protect the climate (energy revenue towards Research and Development (R&D). When- efficiency and prevention of climate harmful gases), ever possible, we develop products based on internally increase health and optimize daily life. Our long-term focus designed and proprietary technologies with nearly 50 % in this area can impact the competitive landscape of of our annual R&D budget spent on next-generation pro- our industry, contributing to our competitive advantage, grams of existing product lines, while the rest is earmarked helping to secure jobs at our sites in Switzerland and for developing new sensor solutions. Our R&D team screens internationally as well as increasing Sensirion’s sales, and evaluates new disruptive technologies while collabo- Both approaches share a strong focus on delivering tangi- ble results. The incorporation of early prototypes at spe- cific milestones is a crucial element of our well-defined process, allowing us to collect valuable market feedback. Ultimately, this customer feedback plays a pivotal role in determining whether an innovative idea progresses to actual product development. Sensirion's proven innovation capabilities have earned us multiple awards from cus- tomers, recognizing our outstanding supplier performance. Key performance indicators and progress in 2023 Our current focus involves the development of a new line of gas leakage sensors tailored for air conditioning units in the US market. This initiative aligns with upcoming regula- tions mandating the use of a new class of coolants in local air conditioning systems. While these coolants are more environmentally friendly, they pose a higher flammability risk, presenting an opportunity for innovative leakage sensors in this market. We anticipate the commencement market share and profitability. By innovatively solving rele- rating closely with product management and sales to of initial production in the second half of 2024. vant problems, we contribute to creating a smarter, better continually learn from customer feedback. world enabling our customers to develop their own innova- tive solutions as well. Identifying the right ideas for our innovation is embedded into a structured process and will take either of the follow- At the same time, we are aware that a misalignment in our ing two approaches: Research & Development could lead to products that do not • Firstly, we emphasize direct engagement with our exist- Simultaneously, we are actively engaged in multiple design- ins across a diverse range of environmental sensors, affirming our belief in substantial growth potential within the environmental sensor sector in the years ahead. The execution of our growth strategy, outlined during the Sustainable products and services We are committed to developing solutions that contribute to the well-being, health and comfort of end consumers, ensuring safety in both use and manufacturing, and promoting enhanced energy efficiency in the final product. Sensirion is committed to ethical principles, refraining from supply- ing solutions to the military or tobacco industry. We source raw materials in compliance with laws, avoiding conflict regions. Our own production sites adhere to the highest standards, promoting minimal energy and water use. meet customer needs or demands, posing a risk of wrong ing customers such that we identify unsolved and rele- Capital Markets Day in March 2021, is progressing as Impacts, risks and opportunities asset allocation and therefore weakening our market vant sensor problems. If identified, a small joint team of planned. Notably, our efforts extend to the development of Once deployed, most of our sensors can contribute to position. R&D and sales work closely together to develop inno- vative solutions in a scrum-like, agile process called Dedication and long-term thinking “Thesensprint”. the next generation of particulate matter, CO, and formal- energy efficiency, carbon emission reductions or enhance- dehyde sensors. Through enhanced chip-level integration ments in the health and safety of end consumers, thus of various functions, we anticipate significant advance- creating a positive impact on the environment and society. Innovation is a cornerstone of our strategic vision, and we • Secondly, we closely review today’s challenges and ments in miniaturization for all three product families. On the other hand, defective or products with reliability approach it with an intrinsic commitment to exploration, “Megatrends”, such as Industry 4.0, challenges around Product launches for these innovations are slated for 2024 issues might negatively impact the safety and well-being recognizing that calculated risks are inherent in the pursuit climate change or the electrification of the car industry. and 2025, underlining our commitment to technological of customers. This is especially relevant when the sensors of groundbreaking solutions. Our innovation philosophy This effort is spearheaded by our internal “Sensor- advancement. embraces a culture of fearlessness in the face of failure, Innovation group”. but always within the bounds of reason and prudence. Maintaining a reasonable and balanced approach is key. Realistic expectations, proactive risk management and a culture that embraces learning from failures contribute to a more resilient and sustainable innovation ecosystem. have security functions in applications, such as in medical devices or monitoring air intake for engine optimizations in combustion cars. Sensirion’s production is sensitive to changes in regulations regarding product properties, or processes, increased trans- 34 35 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 parency requirements or the use of specific materials, e.g. hospitals and home care applications such as anesthesia, and noise conditions. By doing so, we empower our customers to offer solutions that comply with RESET per- and polyfluoroalkyl substances (PFAS). These regula- CPAP and medical ventilators. and WELL standards, contributing to the global initiative for heightened awareness and improvement tions might affect the customers’ purchase behavior, result- of indoor air quality. In addition, we take a seat in the Well Air Concept Advisory board (consisting of ing in decreased market share or lead to higher expenditures. In our pursuit of flawless products, our quality manage- scholars and industry representatives) that provides guidance on how WELL can incorporate building ment team adheres to a dedicated policy. Our commitment interventions that promote high levels of air quality, thereby making sure that WELL takes into consider- While the emerging technologies and products, such as is to attain complete customer satisfaction and continu- ation the latest advances in sensor technologies to assess and control indoor air quality. optimized climate control and leakage detection for refrig- ously enhance the quality of our products and services. erants and other gases, offer important opportunities, We establish and maintain efficient processes and tools Since the reporting year, Sensirion has appointed a dedicated PFAS management team to oversee and investments into technologies on the verge of obsoles- to uphold a zero-tolerance-for-defects policy. The quality drive PFAS reduction and elimination activities company wide and with our supplier base. As of today, cence, such as fossil fuel consuming applications, pose of our products and services undergoes systematic and some Sensirion products do contain PFAS, or PFAS are used in production of the sensors. Even though risks of not being sustainable in the long run. periodic monitoring, assessment, review and constant in some cases PFAS replacement is a complex undertaking, Sensirion is positive of finding viable alterna- Managing the impact of our sensors customer satisfaction on an ongoing basis. Additionally, resources and budgets are provided. Sensirion has therefore established a clear strategy to reduce and improvement. We also monitor, assess, review and enhance tives. The respective R&D activities to reduce and eliminate PFAS materials are ongoing and required We are dedicated to an ongoing journey of sustainability, we conduct careful evaluations and systematic reviews of eliminate PFAS materials in Sensirion products. consistently working to improve the sustainability profile of key suppliers to ensure a solid foundation for all Sensirion our products and services. Utilizing technological advance- products. At the core of all our efforts lies the provision of Furthermore, in the reporting year, Sensirion has again received a Supplier Award from ResMed. We have ments, stakeholder feedback and industry best practices, ongoing employee training to foster an environment condu- been rated A in all areas (quality, delivery, product and innovation). A is the highest rating and only seven we iteratively enhance our offerings. Our definition of cive to achieving our quality goals. suppliers (out of several hundred) have been awarded this. ResMed is a manufacturer of medical devices market success extends beyond individual transactions; we for the care of people with sleep apnea, chronic obstructive pulmonary disease (COPD) and other chronic aim for substantial market coverage. We consider a product Regarding customer complaints, division managers conduct respiratory diseases. The award honors our good relationship with the customer and is of great impor- or service successful when it significantly contributes to quarterly KPI reviews. These assessments focus on the error tance for further cooperation and future business. meeting the needs of a considerable portion of the market. rate, associated costs, complaint volume, processing time and the underlying processes. Target values are set for error The following graph illustrates the major materials usage of Sensirion’s business operations in 2023. As a responsible corporate entity, we systematically evalu- rates and processing times. If these targets are not met, the ate the effects of our products and services across different divisional management decides on remedial or improvement dimensions, encompassing both environmental and societal measures. considerations. For instance, in the case of our methane leakage monitoring service designed to identify methane In terms of improving the energy efficiency of customer leaks at oil and gas exploration sites, we assess the con- systems through sensing solutions, applications can be structive impact of our innovative products in mitigating found in the HVAC market, the appliance market (e.g. for methane emissions. Furthermore, we support the oil and gas refrigerators and air conditioners) and in automotive appli- industry in minimizing methane emissions and benefiting cations. An example are the humidity sensors used for op- from savings realized through the prompt detection of leaks. timizing the combustion process and the air-conditioning A great variety of our sensors are on the one hand key ele- system in a car. ments in applications that have a direct impact on people’s Key performance indicators and progress in 2023 health and well-being and on the other hand can be critical As of 2023, we ensure our environmental sensors are har- components that help to achieve a higher level of energy monized with RESET and WELL building standards. These efficiency in the final customer system. standards are specifically crafted to certify and monitor commercial buildings, ensuring they create employee- With regards to health and well-being, Sensirion serves the friendly and health-conscious indoor environments. This Major materials usage in 2023* (in tons) 40 1 66 33 Plastics Gases Chemicals Paper Electronic assemblies Metals Glue and grout 251 169 3 * We are focusing on collecting more precise data, which might explain any differences in the figures from the previous year. medical market, where our flow solutions can be found in encompasses considerations for indoor air quality, lighting Data includes all significant direct and indirect materials for production. 36 37 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 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 and respecting human rights across our supply chain is non-negotiable and at Sensirion we are responding with a multipronged strategy aimed at maintaining stability and prioritizing responsibility. Impacts, risks and opportunities Sensirion's business model has a significant impact on people and the environment in the upstream supply chain. For Sensirion, sustainable supply chain management therefore includes environmental pro- tection and respect for human rights, in particular the prevention of child labor. Sustainable supply chain management can positively impact the suppliers themselves, strengthening them economically through close cooperation and promotion of fair business practices while optimizing resource use. It can lead to reductions in energy consumption and emissions and prevent negative envi- ronmental effects in the supply chain. The goal of Sensirion’s framework for human rights compliance, prevention of child labor and sourcing of conflict materials is to avoid negative impacts on society and establish safe working conditions in the entire supply chain. Failures to comply with sustainable procurement practices might lead to a loss of reputation due to vio- lations of human rights, conflict materials’ regulations, social or environmental criteria. An example for regulatory changes that might affect environmental aspects in the supply chain is possible regulation on PFAS. We might face the risk of losing suppliers with environmental or social violations, which may lead to reduced planning security, supply chain disruptions and increased costs of supplier management. Further risks comprise legal consequences, risk of fines and loss of market access. Management of conflict minerals and human rights including child labor Sensirion’s Code of Conduct also covers conflict minerals and metals as well as child labor. According to Art. 964j Swiss Code of Obligations (CO), we have performed the assessment on the purchase of conflict minerals and we do not exceed the threshold value for conflict minerals. In addition, most of Sensirion’s suppliers have signed the RBA Code of Conduct. Also, Sensirion has an official responsible minerals sourcing policy, which is accessible on our website. Employees are obligated to complete the code of conduct training. Additionally, specific training on conflict minerals needs to be completed by risk- exposed employees. Furthermore, Sensirion ensures that its products or services are not reasonably suspected of being manufactured or provided using child labor. We have performed an assessment comparing our trans- actions over the past five years with the UNICEF Children’s Rights in the Workplace Index. Based on the results, Sensirion concludes that the company is not subject to due diligence and reporting obliga- tions on child labor. 25 years of CMOSens 38 39 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 The topics of child labor as well as conflict minerals and metals are ultimately handled by the supply Key performance indicators and progress in 2023 chain department. For further information on the conflict mineral policy or the conflict mineral report, Among Sensirion’s suppliers accounting for the top 90 % of total purchasing revenue, we have success- refer to our website. fully elevated the percentage of those who have committed to the Responsible Business Alliance (RBA) As part of regular audits of Sensirion’s key suppliers, suppliers are questioned on conflict mineral and to 93 %. human rights (including child labor) processes as well as the compliance with RBA. Further, Sensirion Furthermore, we have intensified our engagement in sustainability dialogues with select key suppliers. tracks and identifies suppliers who work with conflict minerals. Notably, in a specific instance, we are exploring the possibility of incorporating recycled sea plastic into some of our forthcoming products. This underscores our commitment to advancing sustainable practices Finally, as part of the onboarding process, new suppliers are obligated to sign the Supplier Commitment throughout our supply chain. on Corporate Social Responsibility, containing specific clauses on child labor. New suppliers are audited by Sensirion during onboarding. All new suppliers must sign the RBA Code of Prevention Act (UFLPA) which preserves the human rights of the people in the Xinjiang Uyghur Conduct which specifies the requirements on human rights, conflict minerals and metals. Furthermore, Autonomous Region of the People’s Republic of China (XUAR) and which was officially signed into law on each affected supplier is required to provide a completed Conflict Minerals Reporting Template (CMRT) December 23, 2021 in the USA. Some answers are still open but, as of now, we have no non-compliance During 2023, we polled our entire direct tier suppliers on their compliance to the Uyghur Forced Labor where it commits to becoming conflict-free and documenting countries of origin for the tin, tantalum, issues. tungsten and gold that it purchases. To address concerns from external stakeholders regarding suppliers, an ethics complaint form is avail- polyfluoroalkyl substances (PFAS) and if such PFAS materials are used in the manufacturing process of able on our website. Our ethical complaints process for suppliers is also tested internally by our EHS our purchased materials. This study is ongoing with approximately 30 % of our purchased materials still manager on an annual basis to ensure reports are being received by the correct addressee. under review. A further study was carried out to accurately ascertain which purchased goods directly contain per- and Active supplier engagement In 2023, we scored well on the RBA Validated Assessment Program in Stäfa with 166/200 points. The Our comprehensive supply chain strategy involves actively cultivating a local/regional supply base, stra- result is disclosed on our website. tegically designed to mitigate the risks associated with ongoing global tensions and potential disruptions. In adherence to the OECD Due Diligence Guidance for responsible minerals sourcing, Sensirion is dedi- As of this report’s publication, no human rights violations including child labor in our supply chain have cated to ensuring that the minerals used in our products do not contribute to the financing or benefit of been reported to us. armed groups in conflict-affected and high-risk areas. We extend these expectations to our suppliers and encourage them to uphold these standards in their own supply chains. We integrate sustainability principles into our assessment process for new suppliers, giving preference to those with well-defined sustainability objectives. Additionally, we collaborate with existing suppliers to enhance their sustainability initiatives whenever feasible. In these efforts, we engage in collaborative initiatives to reduce CO2 emissions throughout the supply chain. While the establishment of environmental key performance indicators (KPIs) for our suppliers is at an early stage, adherence to RBA standards is mandatory for all suppliers. Moreover, the supplier quality team has incorporated social and environmental considerations into the supplier audit process, which also includes an assessment of adherence to the Code of Conduct. 40 41 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 A legacy of innovation – 25 years of evolution “Innovation takes shape when creativity and excellence in technology are applied to meet an emerging market need with a product that is easy to manufacture. ” Johannes Schumm, VP Research & Development Innovation has been in Sensirion’s DNA for 25 years now. We excel in mastering miniaturization, strategic sensor fusion and continuous technological advancement. Our sensor solutions, characterized by practicality and future relevance, are a testament to our unwavering commit- ment. With a focus on understanding customer needs and precise technological adaptations, we are shaping the future of sensing for a better world. Sensirion stands out as a pioneer in this field by demon- strating its ability to meet the demands by producing inno- vative sensor technologies on a single chip, including eval- uation electronics and MEMS sensor elements (CMOSens), ready for mass production, as demonstrated by humidity and temperature, metal oxide or particulate matter sensors. Throughout its evolution, the company has established its place in engineering history by pioneering advanced ASIC’s, MEMS and packaging technologies. These innova- tions mark a paradigm shift in sensor development and underscore the company's commitment to technological progress and innovation. Miniaturization Miniaturization through CMOSens and packaging innova- The next major step in innovation was the introduction of tion allows us to access new applications where size is of SHT21 with its 3 × 3 × 1 mm open-cavity DFN (Dual Flat No the essence. But beyond size, miniaturization is a way to lead) package, which allowed the sensor volume to be reduce the raw material consumption per sensor and thus reduced by almost a factor of 10. The size and even more the cost and CO2 footprint per unit produced. The key is not the cost reduction broke an imaginary barrier and led to just to rely on off-the-shelf technologies, but to have the wide adoption of temperature and humidity sensors in-house expertise in ASIC, MEMS, packaging, automation in consumer electronics, appliances and automotive appli- and manufacturing processes. cations. To underline the innovative power of the DFN package developed by Sensirion, this package type has An impressive example of continuous innovation are since become the global standard for RH/T sensors and Sensirion’s temperature and humidity sensors: the first also for metal oxide gas sensors. generation achieved miniaturization and superior perfor- mance by integrating the evaluation electronics and sensor In terms of miniaturization, the release of the SHTW2 in element on a single calibrated chip in a classic surface- 2016 marks the smallest humidity and temperature sensor mount (SMD) package. When SHT11 hit the market, the Sensirion has ever produced with a package size of ratio of package size to performance to cost was a game 0.7 × 1.3 × 0.5 mm wafer level chip scale package. Here, the changer in humidity and temperature sensing. The ability to sensor package is no more than a chip with solder balls integrate a calibrated sensor with a digital interface directly attached, which again reduces the volume by a factor of 10 into the customer’s product. compared to the SHT21. 42 43 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 SHT4x SHT11 Sensirion's humidity and temperature sensors are an outstanding example of continuous innovation. The miniaturization over the years is truly impressive: both test tubes contain 210 sensors, the SHT11 from 2001 and the SHT4x series from 2020. To show how Sensirion meets the same challenge for sensor technologies that are not (yet) available as integrated single-chip solutions, let us look at CO2 gas sensors. In the first generation (SCD30), Sensirion developed an NDIR absorption spectrometer based on basically the same technology and packaging approach as other competitors, differentiating by the package height and the addition of a (miniaturized) RH/T sensor. This, together with Sensirion’s reputation and market access, made this product line suc- 0.7 × 1.3 × 0.5 mm current size cessful. However, miniaturization of NDIR absorption-based sensors is difficult because the length of the throughs, enabling us to capture parameters that were previously uncharted territory or only accessible optical path is a defining parameter, limiting miniaturization to packages with several centimeters length with larger size instruments. These include RH/T, photoacoustic CO2, thermal conductivity, gas and liquid and width. The solution was to turn to the photo-acoustic sensor principle – long known but never minia- flow, electrochemical formaldehyde and a number of other innovations with more on the horizon. turized and only available in benchtop instruments. By combining its packaging knowledge, its own light sources and ASICs, and its calibration know-how, Sensirion was able to launch the SCD41, a high- Understanding our customers performance CO2 sensor based on the photoacoustic sensor principle that can be miniaturized to the size To Sensirion, “understanding our customers” means more than understanding the technical intricacies; of a sugar cube. Evolving technologies for new applications it means understanding the precise application and purpose of our solutions within the customer’s system and environment. Armed with this understanding, we provide guidance on the most appropriate technology to add real value, not just as a component within a system. Advanced user feedback becomes In the area of advancing technologies for new applications, our vision of “advancing” includes the the cornerstone for tailoring our solutions to meet specific needs. strategic miniaturization of existing sensor technologies and the continuous innovation of new solu- tions for new measurement parameters. This approach drives the creation of breakthrough sensors Customers are not just recipients of our solutions, they are integral partners in the development process that either build on or are closely related to existing technologies, opening the door to expanded appli- to create customized solutions. For example, measuring humidity in a hard disk drive is not just about cations. engineering precision; it is about understanding the manufacturing nuances and unique cleanliness challenges inside hard disk drives. Similarly, measuring humidity in refrigerators requires an understand- Existing sensor technologies, coupled with the ongoing development of new components, have pro- ing of the application’s analog electronic environment to ensure that our solutions integrate seamlessly duced sensors that go beyond traditional applications. A prime example is the extension of flow sensors and mimic the required signal characteristics, rather than simply providing accurate humidity and to measure gas mixtures. By adapting the basic concept of an anemometer, we have unlocked the temperature measurements. potential of the technology for gas sensing, ranging from A2L leakage detection to monitoring high CO2 levels in the transportation of perishable goods or assessing natural gas mixtures for gas metering. Pioneering new technologies Sensirion is committed to developing measurement and sensor technologies that meet the performance, reliability, size and cost requirements of real-world applications. Our journey has led to significant break- 44 45 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 1998 founded 2014 introduction of cultural workshops AH31 1999 first product on market 2017 Guinness World Record Longest marble run with a length of 2,858.9 meters 2017 launch of automotive division 2018 IPO Swiss Stock Exchange ASF1400 2000 first flow sensor 2001 first humidity sensor Current minaturized version of the SHT4x series with only 1.5 × 1.5 × 0.5 mm 2005 global sales 2005 USA 2007 Korea 2008 China 2008 Japan 2020 Hungary 2021 Netherlands 2021 Germany 2022 Singapore 2021 one billion sensors 46 47 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Culture of togetherness Join Mirja Richter, Head of Patent Management, and Pleurat Hoxhaj, Logistics Representative, in an illuminating conversation about Sensirion’s cultural dynamics and innovative spirit, drawing from their extensive 10-year journey within the company. Patents and logistics – two seemingly disparate worlds, The construction of an additional external warehouse in yet at Sensirion, they seamlessly converge within a Nänikon was a significant step, showcasing the impressive unified corporate culture. How has Sensirion managed synchronization across various departments. to ensure that all areas share this common culture? Mirja Richter: At first glance, the blend of patents and What role does innovation play in your daily work? logistics might seem an unlikely pairing. However, at Sen- MR: Innovation is the bedrock of my work. Only innovative sirion, it is evident that both realms are permeated with a developments – “new and involving an inventive step” in cohesive corporate culture. With over a decade at Sen- patent speak – can lead to a patent. We also embrace inno- sirion, I would like to emphasize that the company’s values vative approaches in patent management itself, for example apply to all employees, and they aren’t just formal guide- by employing modern software. lines; they're actively promoted through company-wide events, allowing employees the freedom to personally align PH: Innovation holds a significant role in logistics as it serves with them. The internal development of many employees as the interface between new buildings, processes, products plays a pivotal role in fostering this shared culture. and branches. Despite my 10-year commitment, it remains exciting as each year brings new challenges and changes. Pleurat Hoxhaj: The significance of our culture which unites employees, spanning from the CEO to the logistics depart- What comes to mind when you think of SensiSpirit? ment, stands out for me. This diversity and shared pursuit of MR: Deliver together and find joy in the process at the same goals give Sensirion a unique dynamic where a culture of time. The principle of “fair and honest” is genuinely practiced. togetherness isn’t just present, but actively experienced. In your opinion, how has the culture of innovation at Sensirion contributed to the creation of technological progress and a shared identity over the past 25 years? PH: Here at Sensirion, values aren’t merely words on paper; they are lived. It feels like we work together, not just in my department, but across the entire company. Open, fair and honest communication from management fosters a collab- MR: Nurturing individual responsibility and an entrepreneurial orative and high-performing environment. spirit has fostered a strong sense of identification with the company. The encouragement for everyone to contribute their strengths has been instrumental in our collective progress. Looking to the future, what do you envision as the next stage for Sensirion? Is there anything in terms of innovation or corporate culture that you are particularly PH: Every individual is part of a larger picture, an integral excited about? element of the story that propels Sensirion to operate suc- cessfully as a unified team, without lone warriors. MR: Implementing the SensiSpirit in other countries with a growing employee base is always thrilling. Knowing that we will continue to expand with two new buildings at our head- Can you share details about an interesting innovation quarters in Stäfa adds to the excitement. project you have been involved in recently? MR: In my role, I engage in innovation projects daily, each PH: Seeing how we further harmonize as a company, while intriguing in its own way. seamlessly integrating new buildings, will be exciting. Explor- ing and navigating the evolving landscape of the Sensirion PH: We had a major innovation project in logistics, particu- Campus will be particularly intriguing for my department. larly in terms of IT-driven process and procedure changes. Mirja Richter und Pleurat Hoxhaj 48 49 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Corporate environmental and climate protection Sustainability is integral to Sensirion’s ethos. As a leading innovator, we design with a focus on conserving resources, minimizing energy usage and contributing to climate protection. Recognizing its importance to both employees and customers, building a sustainable Sensirion is para- mount for our resilience and success. Also, Sensirion effectively upheld external ISO14001 certifications for its production facilities in Stäfa, Debrecen, Seoul and Shanghai. Climate protection At Sensirion, greenhouse gas (GHG) emissions manifest across different stages of our supply chain. The primary contributor is our manu- facturing process, encompassing the utilization of fossil-fueled energy and gases employed in sensor production. By actively decreasing both direct and energy-use-related GHG emissions and collaborating with suppliers, Sensirion aims to play a role in mitigating global warming. Our climate roadmap emphasizes the reduction of Scope 1 and Scope 2 emissions, and we have consistently reported on our progress over the years. 50 In alignment with our strong commitment to sustainability, Scope 1 and Scope 2 we have set an ambitious roadmap to prevent, reduce and Our sensors play a crucial role in energy conservation, opti- optimize our CO2 footprint throughout our operations. By mizing building ventilation, vehicles and appliances like the year 2025, our aim is to derive electricity from our own refrigerators for enhanced energy efficiency. While we solar cells and clean sources at all global locations. This have implemented advanced fossil-free cooling and heating comprehensive initiative reflects our dedication to minimiz- recovery systems at our manufacturing sites in Stäfa, Swit- ing the environmental impact of our activities. It's important zerland, and Debrecen, Hungary, the production of MEMS to note that while we strive for positive outcomes in various sensors remains a source of high emissions, notably due to aspects of our operations, process gases remain an excep- the use of gases such as sulfur hexafluoride (SF6). tion. These emissions that cannot be eliminated will be counterbalanced through the permanent removal and The majority of emissions occur at our suppliers’ foundries storage of carbon from the atmosphere, supported through during the production and structuring phases of silicon specific projects we will finance starting in 2025. wafers, followed by the processing phase at Sensirion’s site in Stäfa. For example, SF6 is primarily utilized for deep In addressing our Scope 3 emissions, we have conducted a reactive ion etching of silicon in our state-of-the-art comprehensive analysis of our footprint. Moving forward, process chambers, a well-established and widely used we are committed to developing a robust strategy that goes process in the semiconductor and MEMS industry. To our beyond the current data collection efforts related to busi- knowledge, no alternative exists on the market for etching ness travel and employee commuting, both of which we are vertical holes with well-defined structure sizes in a bulk already actively mitigating. This initiative reflects our dedi- silicon wafer. cation to extending our sustainability efforts and mini- mizing our overall environmental impact. Further updates In our commitment to continuous improvement, all our on our strategy will be communicated as we progress. equipment undergoes regular maintenance, including leak Impacts, risks and opportunities measurements and functionality checks. Our state-of-the- art waste gas abatement system ensures the effective Greenhouse gas emissions contribute to climate change, cleaning of all waste gases from our processes, absorbing causing longer term shifts in climate patterns and an over 97 % of climate-damaging emissions. We actively increasing number of extreme weather events. This might explore alternative, less harmful chemical gases and inves- lead to supply chain interruptions, especially in Asia, due tigate different production tools, maintaining communica- to water scarcity or cyclones. More extreme weather con- tion with tool manufacturers to stay informed about new ditions might, however, also lead to an increased demand advancements in more efficient processes and waste gas for our products – especially sensors in the field of cool- treatment systems. ants, air conditioning systems, etc. Failure to manage and transparently communicate Sen- intensity that sets CO2 in relation to contribution profit*. To follow best practice, we calculate emissions using CO2 sirion’s climate targets may result in reputational risks. Further risks that might affect Sensirion and its supply chain are of regulatory nature such as CO2 taxation. On the sales side, Sensirion regards various business opportunities arising from the climate change adaptation and mitigation meas ures. * Contribution profit = revenue minus material expenses 51 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 In 2022, we established the outlined medium-term CO2 reduction roadmap including the following steps to be taken: For Scope 1, our priorities are: • Replace the remaining fossil-based heating system in Stäfa including piloting a concept regarding district heating coupled with lake cooling. In the strategic planning of the new production facility in Stäfa, careful consideration was also given to the assessment of the duplicated cooling and heating supply, factoring it into the overall evaluation • Minimize climate-relevant process gases and optimize absorption so they do not enter the atmosphere For Scope 2, our priorities are: • Systematically reduce electricity consumption with organizational and technical measures • • Install further photovoltaic systems on the roofs of all our production sites Incorporate renewable energy sources for our electricity needs at every facility (hydro-based or wind-based, depending on the country) • Awareness campaign: promoting energy-saving behavior among our employees. From powering down electronic devices to turning off lights and projectors after meetings Scope 3 The majority of emissions within Sensirion’s greenhouse gas (GHG) inventory are Scope 3 emissions, occurring within the value chain. The procurement of goods and services stands out as the largest con- tributor to Sensirion’s emissions, predominantly driven by the materials sourced for production. Many of the materials and components sourced by Sensirion for production have complex and intensive produc- tion processes, resulting in a high emissions intensity per volume purchased. The most significant avenue for decarbonization lies in supplier engagement. The use of sold products represents Sensirion’s second-largest source of emissions, mainly originating from product utilization in the automotive sector. These emissions are a consequence of the energy consumption associated with products produced and sold by Sensirion after the point of sale, integrated within the final product. As for our supply chain, we 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 critical component of our sensors. We actively monitor our carbon footprint resulting from business travel and the transportation choices made by our employees. Within employee flights, we invest in the combination of the use of sustainable aviation fuels (approx. 10 %) and the contribution to climate protection projects (approx. 90 %). At our main site in Stäfa, we incentivize the use of public transportation by subsidizing public transport sub- scriptions. Since 2020, a parking fee has been implemented in Stäfa for those who commute by car, with the collected funds being redistributed to employees as an eco-bonus. This bonus supports the pur- chase of SBB Half-Fare subscriptions or other transit passes. Swiss operations being powered entirely by 100 % hydro-based electricity. In addition to these initiatives, we provide access to “Franz”, the Sensi e-car, which employees can use for both business and personal trips. Furthermore, charging stations for electric vehicles are available in Stäfa, accommodating those who own electric vehicles (EVs). Key performance indicators and progress in 2023 In 2023, Sensirion continued to undertake a series of initiatives aimed at further mitigating our environmental footprint. Notably, our commitment to sustainable energy practices has resulted in Switzerland operations being powered entirely by 100 % hydro-based electricity. Similarly, in China and South Korea, our operations now rely on 100 % wind energy, underlining our global dedication to clean and renewable power sources. Another success was achieved at our Debrecen site, where the installa- tion of solar cells led to over 50 % self-sufficiency during the summer months of 2023. Infrastructure improvements are also a key aspect of our environmental strategy. The completion of roof renovations at our production facility in Stäfa sets the stage for the upcoming installation of solar cells planned for 2024. Moreover, our heating system featured a gas mix of 24 % renewable biogas. Continuing our emphasis on employee engagement, we sent out additional reminders about our ongoing awareness campaign, underscoring the importance of individual contributions to our collective environ- mental goals. 52 53 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 18,00 16,00 14,00 12,00 10,00 8,00 6,00 4,00 2,00 90 80 70 60 50 40 30 20 10 0.270 0.260 0.250 0.240 0.230 0.220 0.210 Emission intensity 13.2 6.4 5.0 2021 2022 2023 Emission intensity [kgCO2e/kCHF contribution profit] * Energy intensity 2019 2020 2021 2022 2023 Energy intensity [kWh/kCHF contribution profit] * The data 2019 to 2021 cover our four largest sites: Debrecen (HU), Seoul (KR), Shanghai (CN) and Stäfa (CH). From 2022 on- wards, we cover our five largest sites, including Enschede (NL). * Emission and energy intensity values for the years 2019 to 2022 have been recalculated. Water intensity 2019 2020 2021 2022 2023 Water intensity [L/Production unit] The 2021 data covers our four largest sites: Debrecen (HU), Seoul (KR), Shanghai (CN) and Stäfa (CH). From 2022, we cover our 5 largest sites, including Enschede (NL). Please note that the calculation methodology changed. A location-based approach for 2021 and a market-based approach from 2022 was conducted. 5 % reduction in energy consumption at Debrecen branch The increased energy intensity is due to lower contribution profit and reduced production volumes, resulting in non-linear energy consumption relative to production. 13 % increase in water consumption per PU [Liter/PU] Approximately 30 % of the electricity consumed in Stäfa is dedicated solely to production tool cooling purpose. Energy and emissions Total emissions / energy consumption 1 Scope 1 Self-generated renewable electricity 2 Heating – Natural gas – Heating oil – Biogas 3 Process emissions 4 Scope 2 Purchased electricity 5 – Renewable sources – Non-renewable sources 2023 tCO2e 926 926 – 210 90 120 0 717 – – – – MWh 14,933 1,045 263 1,045 445 460 140 – 13,888 13,888 13,888 – 2022 tCO2e 1,616 1,410 – 266 127 139 0 1,144 206 206 – 206 MWh 15,331 1,344 – 1,344 627 534 183 – 13,987 13,987 13,073 914 1 Compared to 2022, the emission factors were updated for 2023. 2 Emissions occurring from self-generating electricity (photovoltaic system) are assumed to be emission free in Scope 1 (value-chain-related emissions would be assigned to Scope 3 Category 3). The avoided emissions therefore result in reference to the location-based method in 41 tCO2e for 2023. Self-generated renewable electricity of 121 MWh in 2022 were included in Scope 2 3 Biogenic emissions, such as those resulting from the combustion of biomass or biogas, are considered out of scope for the purposes of this report in accordance with the GHG Protocol. These emissions (28 tCO2e for 2023 and 36 tCO2e for 2022) are excluded due to their renewable and carbon-neutral nature, as recognized by the GHG Protocol. 4 The emissions are mostly attributed to sulfur hexafluoride gases used in production processes. 5 The emission data is calculated on a market-based approach. For 2023, it includes all production sites. Location-based emissions from electricity consumption in 2023 amounted to 2,242 tCO2e which is based on emission conversion data of IEA (2023). For 2022, the market-based approach included 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. 2022 emissions amounted 1,970 tCO2e on a location-based approach based on emission conversion data of IEA (2022). 54 55 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Energy use Water and wastewater Sensor production is energy-intensive due to stringent environmental Water protection is one of our three operational sustainability priori- specifications (such as humidity, temperature or cleanliness) for ties. Our focus is on minimizing water use, ensuring clean wastewater production buildings and the energy demands of production equipment, disposal and regularly evaluating water usage per sensor at manu- especially in microelectromechanical system (MEMS) cleanrooms. facturing sites. We adopt a holistic approach to waste and resource We consume energy for heating, production processes and cooling. management. Sensirion’s efforts to reduce water consumption and Impacts, risks and opportunities Key performance indicators and progress in 2023 Our commitment to energy efficiency measures and tran- Throughout 2023, we remained dedicated to implement- sitioning to renewable energy sources reduces our climate ing various measures aimed at reducing our energy con- manage wastewater impact affect the availability and quality of water in our operational regions. impact, helps decrease our energy costs and may enhance sumption. For detailed energy consumption information, Impacts, risks and opportunities our reputation as a role model for the industry. Addition- please refer to the “Energy and Emissions” table on page Water is indispensable for Sensirion’s production processes in Stäfa. Water consumption and waste- ally, the risk of potential energy shortages in the neighbor- 55. The notable rise in energy intensity is attributed to water generation are subject to legal regulations. Changes in these regulations may increase costs due hoods of Sensirion sites can be reduced. the reduced contribution profit, aligning with lower to changes in operating processes or investment into new filter systems. production volumes. Despite a substantial decrease in Energy sourcing decisions and price developments directly production volume, the stringent environmental condi- Wastewater from production can have negative environmental effects on the ecosystem as well as incur affect Sensirion’s cost of production. Increased usage of tions for production buildings must be maintained. This possible fines if limit values such as for copper are exceeded. In case of copper, however, this substance renewable energy sources would decrease the dependence implies that the overall energy consumption does not can be extracted from the copper-containing sludge and recycled, thus saving costs as well as the envi- on traditional energy sources, while at the same time it could directly correlate with the production volumes. ronment. Costs can be saved also by reducing water consumption as such. lead to challenges in ensuring consistent energy availa bility due to the often-fluctuating renewable energy sources. In Stäfa Reducing energy use • Our commitment to renewable practices extended to the lighting system, with over 30 % of our working The two primary ways we reduce our energy consumption area now illuminated by LED Water protection In Stäfa as well as in our production facilities and warehouses in Shanghai, Seoul and Debrecen, we are committed to the responsible management of water. We use water primarily for the separation of silicon wafers for the individual sensors: the wafer saw, which dices the wafers using a high-speed rotating across our operations and supply chain are: • We continued to actively monitor energy con- diamond saw blade, is cooled with water. As we evolve our products, water management will remain a 1. Increasing energy efficiency, with quarterly tracking of sumption, fostering awareness and encouraging priority, especially as we ramp up production of miniature sensors. The smaller the sensor, the fewer consumption in Stäfa and annual assessment globally energy-saving practices, such as turning off lights resources are needed to produce it. 2. Deliberate selection of technical equipment and and computers more sustainable processes • As part of our contribution to preventing potential Since water consumption correlates well with the number of units produced, Sensirion has decided to Along with these efforts, we also continue to improve our peratures at 20 degrees amount of water per PU by 5 % per year until 2026. The reduction activities heavily depend on the sensors’ functionalities given their important role in helping • Additionally, we replaced eight outdated HVAC product mix we will sell in the future. As we see a certain saturation in terms of the package density of customers reduce their energy consumption. Approxi- systems in our production facility with more energy- sensors on one wafer, we focus also on a water recycling project. The technical evaluation started in electricity and gas shortages, we kept room tem- calculate water consumption as intensity in relation to production units (PU). Our goal is to reduce the mately 30 % of the electricity consumed in Stäfa is dedi- efficient alternatives cated solely to the purpose of cooling production tools. In 2022 and was implemented on a trial base in 2023. response to this significant energy allocation, we are in the In Debrecen, we achieved a notable 5 % reduction in Key performance indicators and progress in 2023 planning stages of a project focused on implementing dis- energy consumption through HVAC optimization efforts. The total water withdrawal of the five sites in Debrecen (HU), Enschede (NL), Seoul (KR), Shanghai (CN) trict heating and cooling solutions utilizing lake water. This While we have already switched to 100 % renewable elec- and Stäfa (CH) amounted to 44,015 m³ for 2023. In 2022, the water withdrawal was 63,267 m³. In 2023, we collaborative effort involves a leading energy supplier and trical energy sources in China and Korea using wind recorded a 13 % increase in water consumption per PU [Liter/PU]. The deviation to our target value is designed to improve energy efficiency, minimize our power, we successfully transitioned to 100 % renewable mainly comes from the initial commissioning of our wastewater treatment system in Stäfa and some environmental footprint and promote sustainable practices electrical energy sources in the Netherlands, validated by ongoing ramp-up projects in Stäfa (new HVAC system) and Debrecen (increased dicing activities). in our Stäfa operations. The project aligns with our commit- Energy Attribute Certificates. ment to responsible resource management. 56 57 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Wastewater Wastewater from all sites is discharged into the local sewer system. Only the Stäfa site produces indus- trial wastewater, which is fed into the sewer system via a two-stage filtration/absorption system that is monitored at regular intervals. Key performance indicators and progress in 2023 In 2022, as a result of construction activities and a substantial increase in production capacity by over 50 %, we observed elevated copper levels in our industrial wastewater. Subsequently, the treatment of wastewater in the lead frame dicing process in Stäfa underwent a substantial overhaul. The outdated system with insufficient filtration and absorption has been replaced by a state-of-the-art wastewater treatment system. This upgrade incorporates enhanced centrifuge and filtration technologies, ensuring compliance with copper limits, even during larger productions. Additionally, we are exploring the possi- bility of recycling particulate copper in the sludge of the centrifuge. Furthermore, we have installed a deionized water recycling unit in Stäfa for the processing water used in wafer dicing, designed to reduce water and power consumption, lower operational costs and enable effective monitoring during our wafer process. The project is in its initial stages, and the achieved savings are currently negligible as the equipment was put into operation in November 2023. We plan to gradually increase implementation in production throughout 2024 and the impact on annual water consumption is expected to become more significant over time. 58 59 Lake Zurich, Bürkliplatz Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 known as “SensiSpirit”. Anchored in the values of “fair and honest”, Workforce by employment relationship Our employees At Sensirion, our people are the heart of our success. By fostering engagement and a healthy work environment, we enhance satisfaction, motivation and overall employee strength. Company culture and employee satisfaction Our culture is at the core of who we are. Sensirion stands out with its blend of innovation, dynamic energy and a distinctive company culture “together” and “top performance”, our culture thrives through flat hier- archies, streamlined decision-making and a plethora of employee- organized events. The “SensiSpirit” is promoted both inside and outside the office, propelling our success story forward each day. 60 Employee structure On 31 December 2023, Sensirion counted 1,293 employees, including 87 apprentices, trainees and interns (FTE). Further, Sensirion employed 29 workers who are not employees, mostly contingent workers. The composition of the workforce by employment contract and by employment relationship is shown in the table below. Composition of the workforce (in FTE)1 Workforce according to employment contract 2023 Gender Men Women Other 2 Total Gender Men Women Other 2 Total Per ma nent Temporary Per ma nent (%) Temporary (%) 801 373 1 1,175 66.4 % 31.0 % 0.1 % 97.4 % 1.3 % 1.3 % 0.0 % 2.6 % 15 16 0 31 2023 Full time Part time Full time (%) Part time (%) 648 309 1 958 169 79 0 248 53.7 % 25.6 % 0.1 % 79.4 % 14.0 % 6.6 % 0.0 % 20.6 % 1 The 2023 data covers all global employees excluding 87 apprentices, trainees and interns (FTE). 2 Gender as specified by the employees themselves. Gender in management Female identity 21 % Male identity 79 % Age of employees without management function < 30 30 - 50 > 50 18 % 17 % 65 % 61 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Fluctuation details are shown in the following table. Employee turnover of permanent employees (gender and age group) 1 Fluctuation (gender and age group)1 Permanent employees (in headcount) 2023 Entries Exits 2 Gender Men Women Other 3 Total Age < 30 30-50 > 50 Permanent employees (turnover in %) Gender Men Women Other 3 Age < 30 30-50 > 50 143 80 – 223 66 133 24 18 % 21 % 0 % 39 % 16 % 10 % 63 78 – 141 28 98 15 8 % 21 % 0 % 17 % 12 % 6 % 1 The 2023 data covers all global employees excluding apprentices, trainees, interns. 2 Including retirement exits 3 Since 2023, Sensirion discloses gender as specified by the employees themselves. Impacts, risks and opportunities Engaged employees drive growth Company culture and employee satisfaction have a direct Since 2014, when we first formalized our company values, impact on motivation and performance of employees as well we have hosted annual culture workshops in Stäfa and in as the recruitment process. Should culture and satisfaction certain regional sites. The purpose of these workshops is decline, Sensirion would face a risk of losing qualified person- to deepen Sensirion’s company values in group work and nel, decreased productivity and increased recruitment costs meet new Sensirion colleagues as part of our onboarding due to higher fluctuation rates and low employee loyalty. Con- process. versely, high employee satisfaction leads to low absenteeism, enhanced employee health and increased ability to innovate. Following the culture workshops, all attendees are encour- Sensirion’s start-up spirit and friendly company culture also aged to partake in an anonymous survey, the findings enhance the personal lives of our people and benefit the rep- of which are discussed in a management meeting. Areas utation of Sensirion as role model for the industry. identified for improvement are considered for next year’s 62 63 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 culture workshops. Employee participation is documented Sensirion Switzerland was particularly highly rated for its within the training system, with careful monitoring to unique corporate culture, which is based on the values of ensure each employee participates in the workshop at “fair and honest,” “together” and “top performance”, its least once. products and services for a sustainable future, and its open and transparent communication policy. Of the more Sensirion is not a member of an employer association and than 3,350 companies that took part, 150 were named therefore not subject to any collective labor agreement. “Best Workplaces” in Europe. This year, Sensirion was Sensirion’s employees are not covered under collective ranked 7th in the Large Enterprises category (more than bargaining agreements accordingly. We maintain a non- 500 employees). hierarchical and transparent corporate culture, and the management prioritizes and lives by an open-door policy, This acknowledgment extends beyond Switzerland, as so that all employees have the opportunity to directly inter- Hungary, Germany and the Netherlands representing all of act with them as needed. the company’s European subsidiaries also earned Great Place to Work Certification, reflecting a global commitment The organizational responsibility rests primarily with the to fostering an exceptional employee experience. management, particularly the Vice President of Human Resources. We prioritize cultural fit when hiring applicants, We also received a “Top Company” seal from kununu in even if they possess outstanding qualifications. In cases of 2023. Our company page on kununu can be found here. repeated misconduct against the company’s culture and values, we part ways with employees in a fair and transpar- Sensirion’s 25th anniversary ent manner. All managers and employees share the respon- In July, we joyously marked our 25th anniversary, a sig- sibility of embodying the corporate culture and values. nificant milestone that brought together approximately 2,000 guests, including families, friends and neighbors, on Twice a year, during employee appraisals, we conduct our campus in Stäfa. The event was an outstanding success, meetings to gauge employee satisfaction, well-being, align- boasting an array of thrilling activities such as a scavenger ment with company strategy and gather feedback on the hunt, a factory tour or interactive games featuring our cut- culture in practice. Over the past eight years, since the ini- ting-edge sensors. While some attendees enjoyed a factory tiation of employee satisfaction data collection, the consol- tour to learn more about our products, others experienced idated results from Stäfa site employees have consistently the lively performance of our company band on stage. With ranged from 7.8 to 8.5 on a scale of 1 (unsatisfied) to 10 something for everyone, the celebration reflected the spirit (very satisfied). These results are discussed by the man- of unity and enjoyment. Notably, we organized the entire agement and presented at the town hall meeting. celebration in-house, with the active participation of approximately 200 employees, underscoring our commit- Moreover, we have conducted an employee satisfaction ment to the company and fostering a sense of pride. This survey every two years since 2017, aligned with the certifi- achievement is a testament to the outstanding efforts of cation label “Great Place to Work”. This survey took place our colleagues, whose creativity and dedication played a in November 2022 and results were published in 2023. crucial role in the event’s success. We participated in the globally recognized survey and our Moreover, the active involvement of our local community employees consistently rated Sensirion Switzerland as an and key stakeholders from the municipality underscored exceptional workplace, contributing to a Trust Index of 95 %. our collaborative approach and deepened our ties with the This high level of trust extends beyond Switzerland, position- broader community. ing us as one of the premier employers throughout Europe. “Our 25th anniversary celebration confirmed once again that we are not a conventional company, but rather cultivate a special culture. The voluntary commitment and support of our employees around this event was impressive.” Heiko Lambach, former VP Human Resources 64 65 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Key performance indicators and progress in 2023 first time. Globally, around 300 employees participated in We maintained our commitment to fostering a vibrant cor- the culture workshops in 2023. porate culture by hosting numerous events and work- shops. These initiatives garnered significant attendance, The foundation of our enduring employee satisfaction lies in showcasing the strong engagement and participation of our open, honest, appreciative and communicative culture. our dedicated employees. This commitment is evident in the well-being rate recorded in the 2023 employee appraisal survey for Stäfa.We plan to In the reporting period, we again successfully conducted extend this survey to other locations globally. two culture workshops in Stäfa and one workshop in Debrecen. Additionally, we expanded our outreach by orga- nizing workshops in Chicago, Shenzhen and Tokyo for the 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 2021 2022 2023 0-10 0-10 8.3 8.1 8.4 8.2 8.5 8.0 Sensirion ranked 7th in the Large Enterprises category of the Great Place to Work survey, earning recognition as one of the Best Workplaces in Europe. Diversity, equality and inclusion 58 nationalities At Sensirion, our global leadership recognizes that fostering diversity, equality and inclusion (DE&I) requires a deliberate mindset shift. These principles are integral to our values and we are dedicated to ensuring that everyone, regardless of race, gender, sexual or political orientation or geographic origin, feels accepted and fully embraced within the Sensirion. 66 67 Sensirion Financial Report 2023Sensirion Financial Report 2023 Afghanistan, Australia Austria, Bangladesh, Belgium Bosnia and Herzegovina Brazil, Bulgaria, Canada, China Croatia, Czech Republic Denmark, Ecuador, Eritrea Estonia, Finland, France Germany, Greece, Hong Kong Hungary, India, Iran, Ireland Italy, Japan, Kazakhstan 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 Ukraine, United Kingdom United States, Vietnam Impacts, risks and opportunities In 2021, an externally conducted salary equality analysis Sensirion’s commitment to diversity, equality and inclu- commissioned by Sensirion for its employees in Switzer- sion (DE&I) impacts the local community and society at land revealed that women and men earn equivalent sala- large, contributing to social stability and promoting equal ries for the same function and performance. We have opportunities within the science, technology, engineering demonstrated adherence to equal pay, thereby eliminating and mathematics (STEM) field, especially for women. the obligation for a repeat equal pay analysis. In addition, we perform an annual external salary comparison to Shortcomings in the DE&I area, especially a risk of discrim- ensure that remuneration for all roles within our company ination, may lead to difficulties in recruitment, lower moti- aligns with market standards. vation and productivity of employees, damaging also Sen- sirion’s employer image and reputation. On the other hand, Key performance indicators and progress in 2023 inconsiderate focus on DE&I initiatives may lead to feel- We organized two events at our Stäfa headquarters, wel- ings of discrimination and demotivation in other groups of coming approximately 60 primary school girls as part of employees. the “It’s MINT” project in collaboration with our partner Fachstelle jumpps*. This initiative is designed to inspire Strong DE&I culture fosters employee motivation and girls to explore STEM careers in an enjoyable and suppor- loyalty and enhances solidarity. By incorporating different tive setting. The girls engaged in exciting experiments, perspectives, we boost our ability to innovate and reduce toured our R&D labs and had the chance to meet with some risks of decision bias. of our female colleagues. These colleagues served as role models, sharing their experiences and insights in STEM. A commitment to positive change Through our commitment to promoting diversity, equality, In 2023, we proudly welcomed two female members to the and inclusion (DE&I), we strive to create an environment Executive Committee. Their appointment is a testament to that offers equal opportunities and fair conditions for all our commitment to creating a leadership team that reflects employees. When recruiting for technical roles in our R&D, a broad spectrum of experiences and perspectives. These marketing and sales teams, we actively monitor the gender individuals bring a wealth of expertise and insight to the ratio. This monitoring involves comparing the gender com- Executive Committee, contributing to the continued suc- position of these teams to the gender distribution of grad- cess and innovation of our organization. uating classes in the universities from which we source our talent. As our global presence expands, we are adapting our hiring practices and collaborating with partners to enhance As part of this focus, we partner with Fachstelle jumpps*, awareness of our employer brand. Our focus is on attract- an organization that promotes gender education and ing diverse candidates, particularly at sites beyond Swit- encourages girls to pursue their interests and talents in zerland. At the end of 2023, Sensirion employed people science, technology, engineering and math (STEM). from 58 nationalities. The following table shows the diver- sity of gender and age in the management body and work- Sensirion supports the career advancement of all genders force of Sensirion per 31 December 2023. equally and encourages and supports qualified people to take up leadership positions and inspire others with our culture of DE&I. 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 2023, there were no confirmed cases of discrimination at Sensirion. 69 Sustainability Sensirion Annual Report 2023 Diversity of the management body and workforce 2023 % Board of Directors Gender Men Women Other 1 Total Age < 30 30-50 > 50 Excecutive Management Gender Men Women Other 1 Total Age < 30 30-50 > 50 Employees with management function 2 Gender Men Women Other 1 Total Age < 30 30-50 > 50 Employees without management function 2 Gender Men Women Other 1 Total Age < 30 30-50 > 50 1 Since 2023, Sensirion discloses gender as specified by the employees themselves. 2 The 2023 data contains all permanent employees excluding apprentices, trainees and interns. 4 2 – 6 – 1 5 4 2 – 6 – 4 2 137 37 – 174 2 124 48 703 381 1 1,085 192 709 184 67 % 33 % 0 % 100 % 0 % 17 % 83 % 67 % 33 % 0 % 100 % 0 % 67 % 33 % 79 % 21 % 0 % 100 % 2 % 75 % 23 % 65 % 35 % 0 % 100 % 18 % 65 % 17 % Employee development and training We prioritize the development of our talent and invest in their professional growth. Viewing our people as brand ambassadors, we strive to make their time at Sensirion satisfying and productive by enhancing their skills and empowerment. Impacts, risks and opportunities conducts regular performance and career development Employee development and training not only benefits the reviews. Oversight of these talent development initiatives is qualification of Sensirion’s workforce, but it creates spill- led by the Vice President of Human Resources, working in over effects into the industry, the value chain and the collaboration with HR business partners on a local level. wider society in our regions. Enhanced professional devel- We employ a unified learning platform to facilitate course opment also impacts the personal lives of our employees. rollout and assess engagement, with the goal of implement- Failure to provide employee development and training employees within the next two years. Sensirion’s employee opportunities may result in stagnation of skills, reduced development program encompasses the following offerings ing this system across all Sensirion entities and training innovative ability and competitiveness of Sensirion as well for its employees: as potential migration of employees to other companies with better development and training opportunities. Reten- A) SensiAcademy tion of qualified employees, on the other hand, reduces As part of the SensiAcademy, we provide a comprehensive recruitment costs and leads to higher productivity, innova- range of approximately 180 digital and on-site training tion capacity and adaptability to market developments. sessions featuring both internal and external speakers. All Invested in our employees the supervisor's approval, with all associated costs covered Many graduates and students start their careers with us, by the company. Moreover, employees in specific special- playing a vital role in advancing a smarter world through ized fields, such as information technology, regularly engage our sensor technologies. Maintaining a robust presence at in external courses to ensure their skills remain current. employees can register for these training sessions, subject to key technical universities and universities of applied sci- ences is crucial for attracting and recruiting such talent. B) Operator trainings Sensirion consistently participates in job fairs and hosts Operators are required to undergo an extensive array of various events, including company tours and the Students process training courses, the completion of which is manda- TechDay, as part of our ongoing efforts to engage with tory for the performance of their work activities. The associ- and recruit talented individuals. Through training initia- ated training costs, frequently conducted by internal trainers tives and fostering a positive culture, we cultivate and or process managers, are not billed to the operators. nurture the finest talent internally, providing opportunities for professional growth and long-term careers within our C) Special talent development trainings organization. Tailored talent development trainings focus on our best talents to prepare them for the next promotion. These pro- At Sensirion, we deeply value the contributions our grams encompass external training, international experi- employees make to the company’s success. Consequently, ences at our subsidiaries and personalized coaching. Sen- we make substantial investments in their professional devel- sirion fully covers the expenses associated with these opment, aiming to ensure job satisfaction, ongoing growth, training initiatives. Our HR team collaborates closely with and positioning Sensirion as their preferred employer. To line managers to ensure the individualized development of align individual career paths with opportunities, Sensirion these talents aligned with their career aspirations. 70 Sensirion Annual Report 2023 Sustainability 71 Sustainability Sensirion Annual Report 2023 D) Individual trainings suggested by employees Individual training suggestions by employees are assessed case-by-case. Depending on the compatibility of the training with the current or foreseeable career path of the employee and therefore the long-term benefit from Sensirion’s point of view, we contribute to the training costs. To formalize this commitment, employees agree to remain employed at Sensirion for a minimum of two years following the completion 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 certifica- tions, training processes are closely monitored. Key performance indicators and progress in 2023 In the reporting period and as part of our planned initiatives, we successfully implemented the common learning platform in Debrecen. Emphasizing our commitment to global standardization, we are actively working towards aligning training levels and harmonizing content across all locations. This approach ensures consistency, efficiency and synergy while considering the local cultural context in our pursuit of fostering a unified learning experience company wide. The following table shows the proportion of employees based on gender and position who received a performance/career development review in 2023. Performance/career development reviews 1 Gender Male Female Other 2 Management position Employees with management function Employees without management function The table below presents the average training hours per employee for the year 2023. Average hours of training per year per employee 1 Gender Male Female Other 2 Management position Employees with management function Employees without management function 1 The 2023 data covers all employees excl. apprentices, trainees, interns, temporary and contract workers 2 Since 2023, Sensirion discloses gender as specified by the employees themselves. % 100 % 100 % 100 % 100 % 100 % hours 15 20 20 18 17 72 73 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 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 Compliance and governance encompass the internal regulations, management structures, processes and practices upheld at Sensirion to foster fairness, transparency and accountability. Our commitment to ethical and transparent corporate governance extends to compliance with all legal and stock exchange requirements, encompassing the prevention of anti-competitive behavior, money laundering and corrup- tion. Through robust corporate governance practices, Sensirion estab- lishes a foundation for sound business conduct, promoting fairness, honesty, transparency and accountability to safeguard the best inter- ests of our stakeholders. Impacts, risks and opportunities Compliance guidelines and mechanisms All Sensirion stakeholders are impacted by our compliance We ensure that all our business practices are aligned with and governance practices, which form the basis for trusted local / Swiss laws and our Code of Conduct. The Code of partnerships with employees, customers, suppliers, owners Conduct covers ethical topics, including anti-corruption, as well as entire communities. anti-bribery and whistleblowing, to protect our business from risks. The Code of Conduct also explicitly prohibits Violations of compliance and governance may lead to child labor and violations against human rights within the obstructions in the development of fair market structures, company and is subject to verification during audits. distortion of competition and loss of trust, while harming the social fabric of wider society. Such events as well as We believe in creating value by building a corporate culture violations against human rights in our own operations that puts people first. Sensirion’s Executive Board is could result in damage to our reputation and possible legal responsible for overseeing corporate governance with risks and fines. mandatory guidelines and policies defining our practices. All employees are required to comply with these guidelines b. For legal entities with a higher risk that do not qualify and policies. For an overview of all our policies, please as low-risk distributors (sales companies), a review of refer to “Our commitment” on page 28. the internal control system and an analysis of contribu- tions per product In the event of violations against policies, varying actions c. For legal entities, random testing of operating expenses such as reprimands or extraordinary terminations are taken (purpose, amount), review of bank transactions and check depending on their severity. of payroll accounting (special payments, bonuses, salary) Sensirion has clear processes in place for complaint man- Anti-corruption communication and trainings agement and conducts regular audits. The fundamental All Sensirion employees must take the Code of Conduct idea behind this is that employees with legitimate, justified training when hired and a refresher every three years. complaints should not be concerned about any conse- Temporary employees and interns must read and sign the quences of raising their voice. All employees are encouraged most important information of the Code of Conduct. In the to raise issues of concern, including feedback on the strate- event that an employee fails to complete the training, a gic and behavioral status of management, to their super- reminder will be issued by the HR department. The Board visors or human resources (HR). Additionally, complaints of Directors and general management are responsible for can also be submitted anonymously via the whistle blower training themselves. hotline. Complaints about Executive Committee members are handled discreetly by a member of the Board of Direc- Key performance indicators and snapshot of 2023 tors; complaints about employees are handled by the Vice In 2023, we sustained our leadership in compliance and President of Human Resources. For complaints from other governance, with no reported significant violations of laws, stakeholders about suppliers, there is an ethics complaint regulations or ethical misconduct. There were no instances form on our website. Critical risks are presented and dis- of non-compliance leading to sanctions or fines. Moreover, cussed in yearly meetings with the Audit Committee and there were no confirmed incidents of corruption, human afterwards reported to the Board of Directors. rights violations in our own operations, and no legal actions, pending or completed, related to anti-competitive Audits and systems controls behavior or violations of anti-trust and monopoly legisla- Sensirion has an internal control system in place in order to tion reported during the year. ensure accuracy of bookkeeping. In 2023, internal audits were conducted for all fully consolidated legal entities to identify corruption risks. This process led to continuous improvement, including the implementation of measures and an action plan. Internal risk assessment guides us in determining where audit and control systems need to be implemented. This also included checking whether all relevant employees had received training in the Code of Conduct. For the audit itself, the focus was on: a. Compliance with system controls in the processes (approval limits, compliance with the dual control principle) 74 75 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 Organizational structure Nomination, selection, composition and independence influenced by improper personal interests. Any other board Most of the members of the Board of Directors have experience of leading or oversight positions at of the Board of Directors memberships of the Executive Committee or Board of other listed companies where they also face sustainability topics and are hence well aware of recent The Nomination and Compensation Committee of the Director members are disclosed in their respective CVs best practices. Board of Directors determines the selection criteria for the in the Corporate Governance Report – pages 94-95 and succession of members of the Board of Directors. In doing 106-107. Related party transactions are disclosed in the Every year, the Board of Directors and the Executive Committee review the corporate strategy in a joint so, it considers, among other things, competencies rele- Compensation Report – pages 118 and 123. meeting. This is prepared by a strategy committee (consisting of the two founders and Co-Chairmen and vant to the further development of the company, the views three members of the Executive Committee), which meets several times a year for ongoing reviews and of stakeholders (including shareholders), diversity and Policies and processes to determine remuneration further development of the strategic framework. independence. Please find further information in the Cor- The remuneration policies of the Board of Directors and porate Governance Report – pages 99-100. the Executive Committee are disclosed in the Compensa- Significant adjustments to the strategy must be approved by the full Board of Directors. Additionally, the As of 31 December 2023, the Board of Directors consisted tion Report – pages 112-113. Audit Committee assesses the quality and effectiveness of the internal control system including risk management on a yearly basis as described in the tasks of the Committee in the Corporate Governance of six members. All members of the Board of Directors are The processes to determine remuneration of the Board of Report – pages 98-99. 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 during Compensation Report – pages 113-115. The Board of Directors has delegated the Company’s management to the Executive Committee under the the last four financial years preceding the financial year direction of the CEO. At the Executive Committee level, sustainability topics are managed by the CEO. A 2023. The governance structure and members including The Annual total compensation ratio in 2023 of the CEO team of experts led by a representative for ESG matters meet once a month to discuss sustainability the committees of the Board of Directors are described compared to the median annual total compensation for topics, measures and progress. Progress and pending decisions regarding sustainability ambitions are more detailed in the Corporate Governance Report – pages all employees (excluding the CEO) based in Switzerland discussed with the CEO and the Executive Board on a regular basis. 91-102, in our Organizational Regulations and in the Corpo- was 5.29. rate Governance section on our website. The interdisciplinary sustainability team consisting of a group of internal experts on topics linked to sus- The information on the two founders and Co-Chairmen of Particularly business relevant sustainability topics such as activities and initiatives towards achieving the set goals. They are also responsible for recommendations the Board of Directors and their function within Sensirion’s innovation and growth are anchored in the corporate strat- to the Executive Board, which leads all strategic initiatives including the achievement of the set sustain- management can be found in the Corporate Governance egy. The Board of Directors monitors the execution of the ability goals. They are also responsible for informing the Board of Directors on all relevant matters related Management and oversight of sustainability tainability (e.g. Investor Relations, Environmental Health and Safety, Maintenance & Infrastructure) drive Report – page 98. strategy and reviews the key activities. The Board of Direc- to sustainability. 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 In 2022, the CO2 roadmap and the materiality matrix were approved by the Board of Directors. to prevent and mitigate conflicts of interest can be found in future, further anchoring of sustainability topics in Board the Corporate Governance Report – page 100. 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 and actual conflicts of interest. Its purpose is to clarify and self-evaluation and assess the efficiency and effectiveness establish appropriate guidelines for conducting business to of their work. ensure business judgment and decision-making are not 76 77 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 About this sustainability report GRI Content Index This third sustainability report of Sensirion was published on March 12, 2024. The reporting frequency is Sensirion Holding AG has reported in accordance with the GRI Standards for the period 1 January 2023 to 31 December 2023. annually until further notice and the reporting scope of this sustainability report covers the consolidated For the Content Index – Essentials Service, GRI Services reviewed that the GRI content index has been presented in a way subsidiaries listed in the Consolidated Financial Statements on page 155 of the financial report, except it consistent with the requirements for reporting in accordance with the GRI Standards, and that the information in the index is stated differently within this sustainability report. The content of the sustainability report has not been is clearly presented and accessible to the stakeholders. This service was carried out on the English version of the report. externally assured. Restated data is clearly indicated and marked within the report at the specific loca- tions where it is applicable. In the reporting year, Sensirion is mandated by the Swiss Code of Obligations (CO) to disclose a Non- Financial Report. This statement is presented as a consolidated, distinct Non-Financial Report within this Sustainability Report. Regarding questions on this report, please contact: Lars Dünnhaupt, Director Investor Relations, lars.duennhaupt@sensirion.com GRI 1 used GRI 1: Foundation 2021 Applicable GRI Sector Standard(s) None GRI Standard Disclosure General Disclosure The organization and its reporting practices GRI 2: General Disclosures 2021 2-1 Organizational Details Location in Annual Report Omission P. 22, 86 (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. 78-79 2-4 Restatements of information 2-5 External assurance P. 78 P. 78 2-6 Activities, value chain and other business P. 22-23 relationships 2-7 Employees 2-8 Workers who are not employees 2-9 Governance structure and composition 2-10 Nomination and selection of the highest 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. 61 P. 61 P. 76 P. 76 P. 76 P. 76-77 2-13 Delegation of responsibility for managing P. 77 impacts 2-14 Role of the highest governance body in P. 77, 82 sustainability reporting 2-15 Conflicts of interest 2-16 Communication of critical concerns 2-17 Collective knowledge of the highest governance body P. 76 P. 75 P. 77 2-18 Evaluation of the performance of the highest P. 76 governance body 2-19 Remuneration policies 2-20 Process to determine remuneration 2-21 Annual total compensation ratio P. 76 P. 76 P. 76 78 79 Sensirion Annual Report 2023 SustainabilitySustainability Sensirion Annual Report 2023 GRI Standard Disclosure Strategy, policies and practices Location in Annual Report Omission GRI 2: General Disclosures 2021 2-22 Statement on sustainable development P. 27 strategy 2-23 Policy commitments 2-24 Embedding policy commitments P. 28 P. 28, 74-75 2-25 Processes to remediate negative impacts P. 40, 58, 74-75 2-26 Mechanisms for seeking advice and raising P. 75 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. 75 P. 28 P. 29 P. 64 P. 30 P. 31 P. 32 P. 32 Innovation GRI 3: Material Topics 2021 3-3 Management of material topics P. 34-35 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. 35-37 P. 37 Sustainable supply chain management GRI 3: Material Topics 2021 3-3 Management of material topics P. 39-41 GRI 308: Supplier Environ- mental Assessment 2016 GRI 414: Supplier Social Assessment 2016 308-1 New suppliers that were screened using P. 41 environmental criteria 414-1 New suppliers that were screened using P. 41 social criteria GRI Standard Disclosure Corporate environmental and climate protection Climate protection Location in Annual Report Omission GRI 3: Material Topics 2021 3-3 Management of material topics P. 50-53 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 P. 55 P. 55 P. 54 P. 56 P. 55 P. 54 P. 56 P. 57-58 P. 57 Our employees Company culture and employee satisfaction GRI 3: Material Topics 2021 3-3 Management of material topics P. 63-66 GRI 401: Employment 2016 401-1 New employee hires and employee turnover P. 63 Diversity, equality and inclusion GRI 3: Material Topics 2021 3-3 Management of material topics P. 69 GRI 405: Diversity and Equal Opportunity 2016 GRI 406: Non-discrimination 2016 405-1 Diversity of governance bodies and employees P. 70 406-1 Incidents of discrimination and corrective P. 69 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. 71-72 P. 72 404-3 Percentage of employees receiving regular P. 72 performance and career development reviews Ethical business conduct Compliance and governance GRI 3: Material Topics 2021 3-3 Management of material topics P. 74-75 GRI 205: Anti-corruption 2016 GRI 206: Anti-competitive Behavior 2016 205-3 Confirmed incidents of corruption and actions P. 75 taken 206-1 Legal actions for anti-competitive behavior, P. 75 anti-trust, and monopoly practices 80 Sensirion Annual Report 2023 Sustainability Sustainability Sensirion Annual Report 2023 81 Declaration of the Board of Directors The Board of Directors of Sensirion Holding AG is responsible for the preparation of the Non-Financial Matters Report for the financial year 2023 in accordance with the Articles of Association and the Organizational Regulations. This Non-Financial Matters Report for the financial year 2023 was prepared in accordance with Article 964a et seq. CO and approved by the Board of Directors of Sensirion Holding AG. This Non-Financial Matters Report 2023 will remain accessible on the Company’s website for at least ten years. Requirements of Art. 964b CO General information Referenced chapters in the non-financial report Business model Identification of material non-financial matters Policies Coverage of undertakings Key points Material topics Policies and management systems About this sustainability report Non-financial matters* Environmental matters, in particular the CO2 goals Social issues Employee-related issues Respect for human rights Combating corruption Climate protection Energy use Water and waste water Sustainable products and services Sustainable products and services Company culture and employee satisfaction Diversity, equality and inclusion Employee development and training Sustainable supply chain management Compliance and governance Compliance and governance Pages P. 22-25 P. 30-31 P. 28 P. 78 P. 50-55 P. 56 P. 57-58 P. 35-37 P. 35-37 P. 60-66 P. 67-70 P. 71-72 P. 39-41 P. 74-75 P. 74-75 * Risks, policies including due diligence, measures, assessment of effectiveness and main performance indicators are presented in the referenced individual chapters. Stäfa, March 6, 2024 Moritz Lechner Felix Mayer Marc von Waldkirch Co-Chairman of the Board Co-Chairman of the Board CEO 82 Sensirion Annual Report 2023 Sustainability Sustainability Sensirion Annual Report 2023 83 25 years of corporate culture 84 85 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 2023. 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 updated in 2007, 2014 and 2023 (the “Swiss Code”). Sensirion has made some adjustments and simplifications 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/company/investor-relations/ corporate-governance). 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 155. 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 page 139. Significant shareholders As of 31 December 2023, 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 Dr. Thomas Knecht, Wollerau, Switzerland & Davent Holding AG, Zug, Switzerland2 32.2 % 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 32.0 % (31 December 2022: 32.5 %) of the voting rights. 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 2023 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 2023. Cross shareholdings The Group has no cross-shareholdings that exceed 5 % of the holdings of capital or voting rights on both sides. 86 87 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 Capital structure Capital As of 31 December 2023, 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 ±156,157.20 (corresponding to ±10 % 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 2023 % of capital Shares In CHF Share capital Capital range1 (lower limit)2 (upper limit)3 Conditional share capital Reserved for employee participation plans Reserved for financing, acquisitions and other purposes 100.0 % −10% +10% 8.9 % 9.3 % 15,615,723 1,561,572.30 −1,561,572 +1,561,572 −156,157.20 +156,157.20 1,389,247 138,924.70 1,455,817 145,581.70 1 Expiring on 15 May 2028 2 The lower limit of the capital range amounts to CHF 1,405,415.10 or 14,054,151 shares. 3 The upper limit of the capital range amounts to CHF 1,717,729.50 or 17,177,295 shares. Capital range On 15 May 2023, the annual general meeting of shareholders of Sensirion Holding AG (the “Annual General Meeting”) resolved, among other things, to cancel the authorized share capital and introduce a capital range ranging from CHF 1,405,415.10 (lower limit) to CHF 1,717,729.50 (upper limit) (see Article 3a of the Articles of Association). Based thereon, the Board of Directors is authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose nies for the acquisition of companies, part(s) of companies or participations, for the acquisition of prod- ucts, 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. In the event of a reduction of the share capital within the capital range, the Board of Directors determines, to the extent necessary, the use of the reduction amount. Conditional capital As of 31 December 2023, 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 of shares directly or indirectly until 15 May 2028 or until an earlier expiry of the capital range. The capital exercise period is 10 years. increase or reduction may be effected by issuing up to 1,561,572 fully paid in registered shares with a par value of CHF 0.10 each and cancelling up to 1,561,572 registered shares with a par value of CHF 0.10 each, as applicable, or by increasing or reducing the par value of the existing shares within the limits of the capital range. In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions set out in the Articles of 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”). Association (see “Limitations on Transferability and Nominee Registrations”). In the event of a capital Changes in capital increase within the capital range, the Board of Directors determines, to the extent necessary, the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exer- cise of pre-emptive rights and the beginning date for dividend entitlement. It may issue new shares by There were no changes in the share capital of Sensirion Holding AG in the financial year 2023. For information on changes of the share capital during 2022 to 2021, see our Annual Report 2022 on page 87, and our Annual Report 2021 on page 59, respectively. means of a firm underwriting with a subsequent offer to the existing shareholders or, if pre-emptive rights Shares and participation certificates have been withdrawn 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 Directors is authorized to withdraw or restrict pre-emptive rights of existing shareholders and allocate such rights to third parties or any Group compa- 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 88 89 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 securities (Wertrechte) within the meaning of Article 973c of the Swiss Code of Obligations (“CO”), are required for the restriction on the transferability of shares or the cancellation of such a restriction and registered in the main register (Hauptregister) maintained by SIX SIS Ltd. and constitute intermediated for the amendment or cancellation of Article 5 of the Articles of Association regarding the share register securities (Bucheffekten) within the meaning of the Swiss Federal Act on Intermediated Securities. and restrictions on the registration of shareholders and nominees (see Article 13 para. 2 of the Articles As of 31 December 2023, Sensirion Holding AG has not issued any participation certificates. of Association). Convertible bonds and options Profit sharing certificates Except for Sensirion’s employee participation plans, neither Sensirion Holding AG nor any of its Group As of 31 December 2023, Sensirion Holding AG has not issued any profit sharing certificates (Genussscheine). companies has any convertible bonds or options on the equity securities of Sensirion Holding AG out- Limitations on transferability and nominee registrations standing as of 31 December 2023. For information on Sensirion’s employee participation plans, see the Compensation Report on pages 112 to 126 as well as Note 6.2 of the Consolidated Financial Statements Persons acquiring shares will be registered in the share register as shareholders with voting rights upon on pages 158 to 159. their request if they expressly declare that they have acquired these shares in their own name and for their own account, that there is no agreement on the redemption of the relevant shares and that they bear the economic risk associated with the shares. 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). Accord- Board of Directors ing to Article 5 para. 7 of the Articles of Association, a group clause applies to determine whether the The duties and responsibilities of the Board of Directors of Sensirion Holding AG are defined by the Percentage Limit is crossed. Even if the Percentage Limit is exceeded, the Board of Directors may grant Swiss Code of Obligations, the Articles of Association and the Organizational Regulations. 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 Members of the Board of Directors the IPO, (ii) if such incumbent shareholder (or their legal successor, respectively) acquires additional The Board of Directors consists of at least three and no more than seven members (see Article 14 of the shares after the IPO, provided that the opting-up threshold of 40 % of voting rights is not exceeded or Articles of Association). As of 31 December 2023, the Board of Directors consisted of six members. All (iii) if a person acquires such shares recorded with voting rights from such an incumbent shareholder members of the Board of Directors are non-executive directors. None of the members of the Board of off-market. Directors held an executive position with Sensirion during the last three financial years preceding the financial year 2023. Other than as set forth below, none of the members of the Board of Directors has any Details on the implementation of such exceptions are set out in the Share Register Regulations, in significant business connections with the Group. particular, 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 The following table sets forth the name, function and committee membership of each member of the Percentage Limit lies with the Board of Directors who may, with the approval of all members of the Board of Directors as of 31 December 2023. Board of Directors, in its own discretion grant further exceptions. Name Function Committee membership First elected Elected until AGM In the financial year 2023, the Board of Directors granted no exceptions from the Percentage Limit pursuant to Article 5 para. 3 of the Articles of Association. Further, any person that does not expressly make the declarations set forth above in its application for registration (a “Nominee”) may be entered in the share register as a shareholder 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 dis- close 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 commercial 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 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 2024 2024 2024 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 2024 Dr. Anja König2 Member Member of the Audit Committee 2021 2024 Member of the Independent Directors’ Committee of the votes represented and the majority of the par value of shares represented at such meeting is Dr. Franz Studer2 Member Member of the Audit Committee 2019 2024 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. 90 91 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 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 92 93 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 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. Moritz Lechner worked in the Metrology, Sweden. Prior to that, François Gabella served as Senior Vice President, Power Transmission & Dis- fields of microelectronics and detector technology research at the Swiss Federal Institute of Technology (ETH tribution Division, at ARVEDA T&D for three years. From 1999 until 2001, he served as Group CEO of a portfolio Zurich) and the Paul Scherrer Institute, and studied Physics at ETH Zurich, from which he also received his PhD company at Texas Pacific Group, USA. Prior to that, he held various positions in the ABB Group. Currently, in Microelectronics and Detector Technology. Dr. Felix Mayer Co-Chairman, Swiss national, born in 1965 François Gabella is Chairman of the Board of Directors on Natron Energy, Inc and serves on the Board of Direc- tors of LEM Holding 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 a Master’s degree in Felix Mayer is one of the two founders and Co-Chairman of the Board of Directors of Sensirion Holding AG and Microengineering from Ecole Polytechnique Fédérale de Lausanne (EPFL) and an MBA from IMD Lausanne. Chairman of the Nomination and Compensation Committee. He has been a member of the Board of Directors, acting as Chairman or Vice-Chairman, since the incorporation of Sensirion in 1998. Until June 2016, he served as Dr. Anja König Non-executive Director, Swiss national, born in 1970 Co-CEO of the Company together with Moritz Lechner. Felix Mayer worked at Siemens for five years and Anja König has been a non-executive member of the Board of Directors of Sensirion Holding AG since 2021. She conducted research in the area of microtechnology at the Swiss Federal Institute of Technology (ETH Zurich) for serves as a member of the Audit Committee and Independent Directors’ Committee. Since 2017, Anja König four years. He is a recipient of numerous entrepreneurial awards. Currently, Felix Mayer serves on the Board has been Global Head of the Novartis Venture Fund (NVF) in Basel, Switzerland. Prior to that, she held the of Directors of Lumiphase AG, Nextlens Switzerland AG, Optotune Holding AG and Luma Beef AG. He studied position of Managing Director at NVF for 10 years. In the context of her work at NVF, she has served on more Physics at ETH Zurich, from which he also received his PhD in Physics. Ricarda Demarmels Non-executive Director, Swiss national, born in 1979 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 serving on the board of Mediar Therapeutics, a biotech company in the US. Anja König holds a Master’s degree (Diploma) in Physics Ricarda Demarmels has been a non-executive member of the Board of Directors of Sensirion Holding AG since from Ludwig-Maximilians-Universität in Munich and a PhD in Theoretical Physics from Cornell University. 2018. She serves as Chairwoman of the Audit Committee and the Independent Directors’ Committee and as Lead Independent Director. On 1 January 2023, Ricarda was appointed as CEO of the Emmi Group where she Dr. Franz Studer Non-executive Director, Swiss national, born in 1965 has served as Group CFO and a member of the Group Management since June 2019. Between 2015 and 2018, Franz Studer has been a non-executive member of the Board of Directors of Sensirion Holding since 2019. He Ricarda Demarmels served as Group CFO and member of the Management Board at Orior AG. From 2009 until serves as member of the Audit Committee. Since 2012, he has served as Investment Director and Member of the 2014, she worked for Capvis Equity Partners AG, where she was in charge of various acquisitions and divesti- Executive Committee of EGS Beteiligungen AG. In 2010 and 2011, he was CEO/COO of aizo group. Prior to that, tures and supported the strategic development of portfolio companies. From 2005 to 2009, Ricarda Demar- for more than ten years, Franz Studer held various management positions at Bühler AG, including Commercial mels led various strategy, M&A and integration projects for Oliver Wyman, a global management consulting Director, Vice President, Engineered Products. From 1994 until 1999, he served as attorney at a law firm in firm. She studied Finance and Accounting at the University of St. Gallen and holds a Master’s degree in Busi- Zurich. Currently, he serves on the Board of Directors of Roth Gerüste AG, FAES Finanz AG (Chairman of the ness Administration from the University of St. Gallen (lic.oec. HSG). Board), Kantonsspital Winterthur (Chairman of the Board), HUBER + SUHNER AG and of DV Bern 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. 94 95 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 Changes in the composition of the Board of Directors Powers and duties At the Annual General Meeting on 16 May 2023, all members of the Board of Directors were re-elected for The Board of Directors is responsible for the ultimate direction of the Company and the Group’s business another term of office until completion of the next Annual General Meeting in 2024. As announced on 1 and the supervision of the persons entrusted with the management of Sensirion. The Board of Directors December 2023, François Gabella will not stand for re-election for another term of office and the Board represents Sensirion Holding AG vis-à-vis third parties and manages all matters that have not been dele- of Directors will propose the election of Henri Mrejen, Head of Investments at 7-Industries, as new gated to another corporate body by law, the Articles of Association, the Organizational Regulations or member of the Board of Directors at the upcoming Annual General Meeting on 13 May 2024. other internal regulations. Other functions and activities Pursuant to Article 19 of the Articles of Association, the non-transferable and inalienable duties of the Pursuant to Article 29 of the Articles of Association, no member of the Board of Directors may hold more Board of Directors include: than ten mandates on the supreme governing body of companies other than Sensirion Holding AG or its subsidiaries, of which not more than four (4) may be in listed companies. Elections and terms of office • • • • 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 The members of the Board of Directors and the Chairman (or the two Co-Chairmen) of the Board of Direc- Company and issuance of rules on the signature authority; tors are elected individually by the general meeting of shareholders for a term of office until completion • the ultimate supervision of the persons entrusted with management, in particular in view of of the next Annual General Meeting. Re-election is permitted. If the office of both Co-Chairmen is vacant, compliance with the law, the Articles of Association, regulations and directives; the Board of Directors has to appoint a new Chairman from among its members for a term of office until • the preparation of the annual report, the compensation report, the report on non-financial matters completion of the next Annual General Meeting. The Organizational Regulations of Sensirion Holding AG pursuant to Article 964c CO and other reports as required by law, if any; 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 • • 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 Board of Directors may appoint one or several vice-chairmen from among its members. The Board • the non-transferable and inalienable duties and powers of the Board of Directors pursuant to the also has to appoint a secretary, who need not be a member of the Board of Directors. According to the Swiss Merger Act; Articles of Association and the Organizational Regulations, the Board of Directors meets at the invitation • the submission of a petition for debt-restructuring moratorium and notification of the court if of the competent Co-Chairman as often as required and at least four times a year, or whenever a member liabilities exceed assets; and of the Board of Directors so requests in writing or electronically. In 2023, the Board of Directors held ten • other powers and duties reserved to the Board of Directors by law or the Articles of Association. meetings, six of which were telephone conferences. The meetings lasted on average approximately eight hours each and the telephone conferences approximately one hour. All on-site meetings were attended In addition, Article 3.3 of the Organizational Regulations reserves the powers of the Board of Directors by all members of the Board of Directors. The CEO and CFO regularly participate in meetings of the Board (i) to approve the annual investment and operating budgets of the Company and the Group, (ii) to of Directors in an advisory capacity. Other members of the Executive Committee are invited to advise on approve certain major transactions, including the purchase and sale of real estate, the raising of finan- individual items of the agenda. cial indebtedness outside of the ordinary course of business, the granting of unsecured loans and guarantees exceeding CHF 2 million, and any unbudgeted non-recurring investment exceeding CHF 2 According to Article 3.6 of the Organizational Regulations and subject to certain exceptions, the Board of million and any recurring expenses exceeding CHF 500,000 per year, (iii) to adopt or amend the Com- Directors is quorate when the majority of its members (including at least one Co-Chairman) is present. pany’s compensation and benefits strategy and the basic elements of the compensation system for the Generally, the Board of Directors may adopt a resolution by the majority of the votes cast. In case of a tie, members of the Board of Directors and of the Executive Committee, (iv) to adopt or amend any partici- the Co-Chairman who chairs the meetings of the Board of Directors has the casting vote. However, pation or incentive plans for the members of the Board of Directors, the Executive Committee, or other according to the Organizational Regulations, (i) decisions regarding the registration or non-registration of employees, (v) subject to shareholder approval of the maximum aggregate compensation, to approve acquirers of shares as shareholders with voting rights in deviation from the regulations governing such the compensation of each member of the Board of Directors and the Executive Committee, (vi) to estab- registrations and (ii) amendments to the Organizational Regulations that are not of a merely formal nature lish the Company’s dividend policy and to approve share buy-back programs, and (vii) to exercise or made to conform to statutory requirements require the consent of all members of the Board of Direc- shareholder rights in other Group companies and to supervise their business operations. Further, the tors. Resolutions of the Board of Directors may also be passed by way of written consent or electroni- Nomination and Compensation Committee proposes the individual fixed and variable compensation of cally, provided that no member of the Board of Directors requests oral deliberations. the members of the Executive Committee to the Board of Directors for approval. In accordance with and subject to Swiss law, the Articles of Association and the Organizational Regula- tions, the Board of Directors has delegated the Company’s management to the Executive Committee under the direction of the CEO. 96 97 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 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 2023 Moritz Lechner), • reviewing and recommending to the Board of Directors for approval the report on non-financial and the other Co-Chairman is to chair the annual general meeting of shareholders (as of 31 December matters pursuant to Article 964c CO; 2023 Felix Mayer). The Co-Chairman who is to chair the meetings of the Board of Directors has the • reviewing the appropriateness of the Audit Committee’s powers and responsibilities at least annually casting vote at meetings of the Board of Directors. Further, the Board of Directors has delegated the and proposing any amendments to the Board of Directors; and preparation and implementation of its resolutions as well as the supervision of particular matters to the • any other tasks delegated to the Audit Committee by the Board of Directors. Co-Chairmen. Should a Co-Chairman be unable to exercise his functions, his functions are assumed by the other Co-Chairman or, if the latter should also be unavailable, by another member of the Board of The Audit Committee holds meetings as often as required, but in any event at least twice a year, or as Directors appointed by the Board of Directors. Board Committees requested by any of its members. In 2023, the Audit Committee held three meetings, which lasted on average approximately three hours each. All members of the Audit Committee, the CEO as well as the CFO in an advisory capacity, attended all meetings. External statutory auditors also participated in the The Board of Directors has established three standing board committees: an audit committee (the meetings on specific topics. “Audit Committee”), a nomination and compensation committee (the “Nomination and Compensation Committee”), and an independent directors’ committee (the “Independent Directors’ Committee”). Nomination and Compensation Committee According to the Organizational Regulations, each standing board committee has the power to procure The members of the Nomination and Compensation Committee are elected by the general meeting of any information and assistance from within the Company and the Group that it needs to discharge its shareholders for a term of office until completion of the next Annual General Meeting. Re-election is pos- responsibilities and is authorized to obtain subject-specific professional consultancy services from sible. According to the Articles of Association, the compensation committee shall consist of at least three third parties at the expense of the Company. The chairperson of a board committee reports to the members of the Board of Directors, which also applies to the Nomination and Compensation Committee Board of Directors on the committee’s activities. The minutes of the meetings of the board committees for so long as the functions of a nomination committee and a compensation committee are combined in are available upon request to the members of the Board of Directors. Audit Committee one committee. In case of vacancies, the Board of Directors may appoint substitute members from among its members for a term of office until completion of the next Annual General Meeting. The chair- person of the Nomination and Compensation Committee is appointed by the Board of Directors. Accord- The chairperson and the other members of the Audit Committee are appointed by the Board of Directors. ing to the Organizational Regulations, at least one member of the Nomination and Compensation Com- According to Article 5.2 of the Organizational Regulations, a majority of the members of the Audit Com- mittee shall be independent as defined by the 2014 Swiss Code. As of 31 December 2023, the Nomination mittee shall be independent as defined by the Swiss Code of Best Practice for Corporate Governance of and Compensation Committee consisted of Felix Mayer (Chairman), Moritz Lechner, and François Gabella. 2014, published by economiesuisse (the “2014 Swiss Code”), and a majority of the members of the Audit All members were reelected by the Annual General Meeting on 15 May 2023. Moritz Lechner and Felix Committee, including its chairperson, shall be experienced in financial and accounting matters. As of 31 Mayer, Co-CEOs until June 2016, have been proposed as members of the Nomination and Compensation December 2023, the Audit Committee consisted of Ricarda Demarmels (Chairwoman), Franz Studer and Committee due to their long-standing experience with the Group and its workforce. Anja König. According to the Charter of the Audit Committee attached to the Organizational Regulations, the Audit Regulations, the Nomination and Compensation Committee’s responsibilities include: Committee’s responsibilities include: • reviewing and submitting proposals to the Board of Directors regarding the Company’s compen- • assessing the quality and effectiveness of the external audit and the internal control system, sation and benefits strategy and the basic elements of the compensation for members of the Board According to the Charter of the Nomination and Compensation Committee attached to the Organizational • • • • • • including risk management; of Directors and the Executive Committee; reviewing the Company’s financial statements and the auditors’ management letter; • developing the compensation system for the members of the Board of Directors and of the making recommendations to the Board of Directors regarding the submission of the Company’s Executive Committee and ensuring its implementation; 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; • reviewing and submitting proposals to the Board of Directors regarding any participation or 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 reviewing any questions, comments or suggestions the external auditors may have regarding and delegating authority to make grants to beneficiaries other than members of the Executive internal control, risk management, accounting practices and procedures with the external auditors Committee; and the CFO; • reviewing and submitting proposals to the Board of Directors regarding the compensation of each • supporting the Board of Directors in preparing the proposal to the general meeting of shareholders member of the Board of Directors; to elect or remove the external auditors; • resolving on the performance criteria and target values of the compensation of the members of the Executive Committee; 98 99 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 • reviewing and proposing the fixed and variable compensation of the CEO and, upon recommenda- Areas of responsibility of the Board of Directors and the Executive Committee tion of the CEO, of the other members of the Executive Committee to the Board of Directors The Board of Directors has the ultimate responsibility for the business strategy of Sensirion and super- for approval, subject to 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 • reviewing and recommending to the Board for approval the compensation report; and financial planning and non-financial (sustainability) framework of Sensirion. • determining selection criteria for the succession of the members of the Board of Directors and its committees, the CEO and the other members of the Executive Committee (upon motion of the CEO) The Board of Directors has delegated the management to the Executive Committee under the direction and establishing the related succession planning; of the CEO. The powers and duties of the CEO and the Executive Committee are set forth in the • assessing the performance of the members of the Board of Directors and its committees, as well as Organizational Regulations. The CEO has all powers and duties that are not reserved to the Board that of the members of the Executive Committee, on an annual basis; • monitoring and assessing developments and trends in corporate governance; of Directors or the Co-Chairmen by virtue of law, the Articles of Association or the Organizational Regu- lations. The CEO chairs the Executive Committee and is responsible for: • reviewing proposals to be made to the Board of Directors for the amendment of the Articles of • preparing and implementing resolutions of the Board of Directors and making proposals to the Association, the Organizational Regulations, or any other rules or regulations; Board of Directors; • reviewing the appropriateness of the Nomination and Compensation Committee’s powers and responsibilities at least annually and proposing any amendments to the Board of Directors; and • • organizing, managing and supervising the day-to-day business; making proposals regarding the appointment of other members of the Executive Committee and • any other tasks delegated to the Nomination and Compensation Committee by the Board of for the approval of certain major transactions; Directors. • organizing the Executive Committee and preparing, calling and chairing Executive Committee meetings; The Nomination and Compensation Committee holds meetings as often as required, but in any event at • ensuring a timely and orderly flow of information between the Executive Committee and the Board least twice a year, or as requested by any of its members. In 2023, the Nomination and Compensation of Directors; and Committee held eight meetings, which lasted on average approximately two hours each. All members, • organizing, managing and supervising non-financial / sustainability topics. as well as the CEO in an advisory capacity, attended all meetings. Independent Directors’ Committee The Executive Committee shall support the CEO in the discharge of his duties and shall consider and decide on all matters and decisions material to the Group that are within its purview. The Executive Com- According to the Organizational Regulations, all members of the Board of Directors who are non- mittee meets on a regular basis in accordance with the guidelines and instructions established from time executive, have not been members of the Executive Committee for at least three years, have no or com- to time by the CEO. paratively minor business relations with the Company, and are not the Founders or other representa- tives of the shareholder pool to which the Founders belong collectively form the Independent Directors’ Management and oversight of sustainability Committee. The chairperson of the Independent Directors’ Committee is appointed by the members of At the Executive Committee level, non-financial/sustainability topics are managed by the CEO. A team of the Independent Directors’ Committee and also acts as Lead Independent Director. As of 31 December experts led by a representative for ESG matters meet once a month to discuss sustainability topics, meas- 2023, the Independent Directors’ Committee consisted of Ricarda Demarmels (Chairwoman and Lead ures and progress. Progress and pending decisions regarding sustainability ambitions are discussed with Independent Director), François Gabella and Anja König. The responsibilities of the Independent Directors’ Committee include: the CEO and the Board of Directors on a regular basis. The interdisciplinary sustainability team consisting of a group of internal experts on topics linked to sustainability (e.g. Investor Relations, Environmental Health and Safety, Maintenance & Infrastructure) drive activities and initiatives towards achieving the set • approving any transactions between Anchor Shareholders (or their representatives on the Board goals. They are also responsible for informing the Board of Directors on all relevant matters related to of Directors) and the Group; sustainability and preparing recommendations to the Board of Directors, which leads all strategic initia- • resolving any matters in which an Anchor Shareholder (or its representative on the Board of Directors) tives including the achievement of the set sustainability goals. In 2022, the CO2 roadmap and the materi- has a conflicting interest; ality matrix were approved by the Board of Directors. • reviewing the appropriateness of the Independent Directors’ Committee’s powers and responsibili- ties at least annually and proposing any amendments to the Board of Directors; resolving any changes to the Independent Directors’ Committee’s powers; and Information and control instruments vis-à-vis the Executive Committee The CEO informs the Board of Directors at its meetings on the current course of business and all major any other tasks delegated to Independent Directors’ Committee by the Board of Directors. business matters of the Company or the Group companies. On a quarterly basis, the CEO informs the • • The Independent Director’s Committee holds meetings as often as required or as requested by any of its quarter and the same quarter of the previous year), the Company’s financial situation, as well as any members. The Independent Director’s Committee held no meeting in 2023 since no matter to be reviewed developments that might have a significant impact on the course or conduct of business. Any extraordi- or approved by the Independent Director’s Committee was pending. nary matters must be reported by the CEO to the members of the Board of Directors without delay. Board of Directors on quarterly results (with a comparison to the budget and the result of the previous 100 101 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 The Co-Chairmen maintain close contact with the CEO and the other members of the Executive Com- mittee. The course of business and all major issues are discussed at regular meetings with the CEO 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 business. The Executive Committee updates the Board of Directors on the status of the business plan and key financial figures on a monthly basis. Disruptive differences to the business plan are reported by the CEO to the Co-Chairmen on a case-by-case basis. The yearly forecast and business plan are approved by the Board of Directors. 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. Recruiting 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 separate 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 2023, 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. Franziska Brem Matthias Gantner Rahel Meuwly Dr. Andrea Orzati Dr. Johannes Schumm 2016 2023 2012 2023 2013 2016 CEO VP Operations CFO VP Human Resources VP Sales & Marketing VP Research & Development Changes in the composition of the Executive Committee Heiko Lambach, VP Human Resources, decided to step down as member of the Executive Committee effective as of 31 October 2023 and transitioned into a new role to focus on talent diagnostic and culture development across the Sensirion Group. Effective as of 1 November 2023, Rahel Meuwly joined the Executive Committee as VP Human Resources. Dr. Johannes Bleuel, VP Operations, decided to take on new challenges after more than eleven years at Sensirion and left the company at the end of November 2023. Dr. Franziska Brem, since 2017 Head of R&D Packaging at Sensirion, was appointed as VP Operations and became a member of the Executive Com- mittee effective as of 1 December 2023. The biographies of Heiko Lambach and Johannes Bleuel can be found on page 104 of the Annual Report 2022. Other functions and activities Pursuant to Article 29 of the Articles of Association, no member of the Executive Committee may hold more than five mandates in comparable functions at enterprises with an economic purpose 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 indi- viduals) not belonging to the Group. 102 103 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 Executive Committee Marc von Waldkirch, CEO Rahel Meuwly, VP Human Resources Matthias Gantner, CFO Franziska Brem, VP Operations Johannes Schumm, VP Research & Development Andrea Orzati, VP Sales & Marketing 104 Sensirion Annual Report 2023 Corporate Governance Corporate Governance Sensirion Annual Report 2023 105 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 rently, Andrea Orzati is partner of ILA Wine SCL. He studied Electronic Engineering at the University of Cagliari Engineering, 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 Dr. Franziska Brem, VP Operations (since Dec 1st, 2023), Swiss national, born in 1977 (HEC Lausanne). Franziska Brem has been Vice President Operations since 2023. After joining the Group in 2017, she was Head of R&D Packaging. Previously, she worked for 7 years at ABB Switzerland AG in the Corporate Research Center Dr. Johannes Schumm VP Research & Development, German and Swiss national, born in 1979 as Group Leader Power Electronics Packaging and Reliability and as Principal Scientist. Prior to that, she Johannes Schumm has been the Vice President Research & Development since 2016. Before that, he worked worked for 4 years at Sensirion as a Research and Development Engineer. She holds a Master’s degree in as Director of Research & Development Pressure Sensors and Project Manager. Prior to joining the Group in Materials Engineering and a PhD in Materials Science, both from ETH Zurich. Matthias Gantner CFO, German national, born in 1964 2010, he was Research Assistant at the Swiss Federal Institute of Technology (ETH Zurich) for four years. He is member of the Industry Advisory Board of the SATW in Switzerland and the Advisory Board of the Fraunhofer IPMS in Germany. He studied Electrical Engineering and Information Technology at RWTH Aachen University Matthias Gantner has been serving as the Company’s CFO since 2012. He has many years of experience in and received a PhD in Electrical Engineering from ETH Zurich. 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). Rahel Meuwly VP Human Resources (since Nov 1st, 2023) Swiss national, born in 1980 Rahel Meuwly has been Vice President Human Resources since 2023. From 2019 until 2022, she was Head of People and Places at Appway AG, where she was responsible for Human Resources as well as the global offices. Until end of 2018, she spent more than seven years in senior management positions in the area of Talent and People Development at Zurich Insurance Company. Before that, she spent six years at Credit Suisse, where her roles included team leader and Global HR Business Partner in the IT division. Rahel Meuwly holds a Master of Business Administration with a specialization in Management of Social Processes from the University of St. Gallen. She completed a Leadership Training at the IMD as well as several postgraduate studies in Human Capital Management at the ZHAW (Zurich University of Applied Sciences). 106 107 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 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 112. 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 46), 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 major- ity of at least two-thirds of the votes represented and the 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 15 May 2023, 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 a majority of the votes represented at the general meeting of shareholders, unless otherwise required by Swiss law or the Articles of Association. A resolution passed at a general meeting of shareholders with a qualified majority of at least two-thirds of the votes represented and the majority of the par value of shares represented at such meeting is required by law and 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) the introduction of conditional share capital or the introduction of a capital range; (v) a share capital increase by conversion of equity surplus, against contributions in kind, by set-off against a claim, or the granting of special benefits; (vi) the limita- tion or withdrawal of pre-emptive rights of shareholders; (vii) the relocation of the registered office of the Company; (viii) the dissolution of the Company; (ix) mergers, demergers, and conversions pursuant to the Swiss Merger Act; (x) the combination of shares; (xi) the change of currency of the share capital; (xii) the introduction of the casting vote of the acting chair in the general meeting of shareholders; (xiii) a provi- sion in the Articles of Association to conduct a general meeting of shareholders abroad; (xiv) the delisting of the Company’s equity securities; and (xv) the introduction of an arbitration clause in the Articles of Association. In addition, such qualified majority is also required pursuant to Article 13 para. 2 section 16 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. An extraordinary 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 5 % of the Company’s share capital or the votes, provided that such request specifies the agenda items and the proposals or, in case of elections, the names of the proposed candidates. One or several shareholders who represent an aggregate of at least 0.5 % of the Company’s share capital or the votes 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 publishing a notice of the meeting in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt). 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 2023 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 112 to 126). 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. 108 109 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 Auditors Information policy Duration of the mandate and term of office of the lead auditor Sensirion Holding AG publishes its annual report and its interim report on the dates listed in the financial KPMG AG (“KPMG”), Badenerstrasse 172, 8004 Zurich, Switzerland has acted as statutory external auditor calendar set forth below and published on its Investor Relations website at https://www.sensirion.com/ of Sensirion Holding AG since 2008. The Annual General Meeting re-elected KPMG as external auditors financial-calendar. Financial reports, press releases, information on corporate governance and share on 15 May 2023. Silvan Jurt (Partner) has been acting as the responsible lead auditor since 2019. In accor- information are available on the Investor Relations website at https://www.sensirion.com/investors. dance with Swiss law, the lead auditor will rotate at least every seven years. The CEO, the CFO and the Director Investor Relations regularly take part in various external investor Auditing fees and additional fees meetings. In the financial year 2023, 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 Sensirion Holding AG publishes price-sensitive information in accordance with its disclosure obligations statements of Sensirion Holding AG amounted to CHF 398,000. This includes audit-related additional fees pursuant to the rules of the SIX Swiss Exchange (rules on ad hoc publicity). Interested persons may join of CHF 68,000. 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 For additional services performed by KPMG in the financial year 2023, Sensirion was charged total non- https://www.sensirion.com/ad-hoc-notices. auditing fees as follows. Additional fees, in thousand of CHF Corporate compliance services Tax advice Total Information instruments Amount 132 131 263 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 727a 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. 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 · Lars Dünnhaupt, Director Investor Relations Laubisrütistrasse 50 · 8712 Stäfa · Switzerland Phone: +41 44 306 40 00 · lars.duennhaupt@sensirion.com Financial calendar 12 March 2024 2023 full-year results and annual report 13 May 2024 2024 Annual General Meeting 21 August 2024 2023 half-year results and interim report 110 111 Sensirion Annual Report 2023 Corporate GovernanceCorporate Governance Sensirion Annual Report 2023 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 2023. The Compensation Report has been prepared in accordance with Art. 734 et seq. of the Swiss Code of Obligations (the “CO”), 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 13 May 2024 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 2014 Swiss Code. As of 31 December 2023, the Nomination and Compensation Committee consisted of Felix Mayer (Chairman), Moritz Lechner and François Gabella, who were elected by the Annual General Meeting on 15 May 2023. According to the Charter of the Nomi- nation and Compensation Committee attached to the Organizational Regulations, the Nomination and Compensation 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 2023, the Nomination and Compensation Committee held eight 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 99 and 100. 112 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 113 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 Art. 735 CO 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 13 May 2024. AGM 2024 (13 May 2024) AGM 2025 1 Board of Directors Max. aggregate compensation of Board of Directors until completion of Annual General Meeting 2025 (prospective) 2 Executive Committee fixed Max. aggregate fixed compensation of Executive Committee for financial year 2025 (prospective) 3 Executive Committee variable Aggregate variable compensation of Executive Committee for financial year 2023 (retrospective) Financial year 2023 Financial year 2024 Financial year 2025 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. 114 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 115 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 2022 – AGM 2023 AGM 2023 – AGM 2024 950,000 950,000 926,467 to be determined1 AGM: Annual General Meeting 1 The effective amount will be disclosed in the 2024 Compensation Report. Compensation of the Board of Directors in 2023 (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 2023, the Board of Directors consisted of six members. At the Annual General Meeting Dr. Moritz Lechner, Co-Chairman Dr. Felix Mayer, Co-Chairman Ricarda Demarmels François Gabella Dr. Anja König Dr. Franz Studer Total 250,0001 250,0001 50,000 50,000 50,000 50,000 – – 40,000 20,000 30,000 20,000 45,182 48,783 6,7002 3,8342 5,9552 5,2632 295,182 298,783 96,700 73,834 85,955 75,263 700,000 110,000 115,717 925,717 1 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 did not receive any additional compensation as Co-Chairmen of the Board of Directors. 2 Social security contributions required by Swiss Law. Compensation of the Board of Directors in 2022 (audited) In CHF Dr. Moritz Lechner, Co-Chairman Dr. Felix Mayer, Co-Chairman Ricarda Demarmels Heinrich Fischer 1 François Gabella Dr. Anja König Dr. Franz Studer Total Basic compensation Additional compensation (committees, special tasks) Pension benefits and social security contributions Total compensation 250,0002 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 on 15 May 2023, all current members of the Board of Directors were re-elected for another period. 1 Member of the Board of Directors until 16 May 2022. For the financial years 2023 and 2022, the compensation of the members of the Board of Directors is set out in the following table. The compensation awarded to the members of the Board of Directors for the term up to the Annual General Meeting 2023 was within the maximum aggregate amount of compensation approved by the Annual General Meeting 2022 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 15 May 2023. 2 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. 3 Social security contributions required by Swiss Law. 116 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 117 Loans or credits to members of the Board of Directors (audited) Base salary As of 31 December 2023, 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 2023, 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 2023, 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 2023, no compensation was paid to parties closely related to current or former members of the Board of Directors. As of 31 December 2023, 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 2023 by the Annual General Meeting on 13 May 2024. 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 2023, 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 2023, the RSUs awarded for the 2023 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. 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 Co-Chairmen; for the other members of the Executive Committee, the CEO) and discussed as part of the year-end personal review meeting. At the end of each financial year, the individual performance of the 118 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 119 members of the Executive Committee and all other employees is assessed against those objectives and In case of termination of the employment of a participant as a result of ordinary retirement, disability or considered when determining the annual bonus. In general, the annual bonus of the members of the death, such member’s RSUs vest at the relevant vesting date. In all other cases of termination, all unvested Executive Committee and all other employees is determined by taking into account the following perfor- RSUs will be forfeited without any compensation. The Co-Chairmen, acting jointly, may provide for excep- mance criteria, which are weighted by the Nomination and Compensation Committee in its sole discretion: tions to the extent permitted by law. • Individual criteria Personal contribution to the short-, mid- and long-term goals of Sensirion and the team In the event of the acquisition of 50 % or more of the voting rights of all outstanding shares of Sensirion 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 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 a Swiss employment agreement. They participate in Sensirion’s occupational pension plan offered to all employees in Switzerland, whereby the base salary is insured up to the maximum amount permitted by As a result of this method to determine the annual bonus for the Executive Committee, Article 25 of the law. Sensirion’s pension benefits exceed the legal requirements of the Swiss Federal Act on Occupa- Articles of Association requires retrospective shareholder approval of the variable compensation. There- tional Retirement, Survivors’ and Disability Pension Plans (BVG). fore, the Company will not deliver the restricted shares and the RSUs granted with the annual bonus in 2023 to the members of the Executive Committee prior to the approval by the Annual General Meeting 2024. In addition, members of the Executive Committee are eligible for standard benefits, such as a representa- tion allowance and benefits in kind and, in particular, support when commuting by public transportation. In 2023, the variable compensation in the form of the annual bonus, including RSUs, awarded to members of the Executive Committee represented around 6 % (in 2022, around 19 %) of the base salary for the Shareholding ownership guideline CEO and between 3 % and 5 % (in 2022, 11 % to 18 %) of the base salary for the other members of the Pursuant to the Bonus and RSU Plan, no member of the Executive Committee shall sell or otherwise Executive Committee. As a rule, the amount of the annual bonus, including RSUs, granted to each member transfer their shares in Sensirion Holding AG if, as a result, the value of their shareholdings in Sensirion of the Executive Committee must not exceed 40 % of such member’s annual fixed base salary. Holding AG falls below 100 % of their last annual fixed and variable compensation. The value of the Details of the Bonus and RSU Plan shareholdings held by an individual member of the Executive Committee is determined by multiplying the number of shares (including restricted shares) owned by such member with the market price of the The Bonus and RSU Plan, which is applicable to all employees of Sensirion (including the members of the shares. Executive Committee) eligible for a bonus, includes special provisions applicable to the members of the Executive Committee as set forth in this Compensation Report. In particular, members of the Executive Compensation awarded to members of the Executive Committee Committee are awarded their bonus only in the form of restricted shares and RSUs, whereas the other In the financial year 2023, the Executive Committee consisted of six members, with two replacements employees may choose between a cash bonus or an equity bonus. following resignations (see Corporate Governance Report on page 103 for details). For the financial years 2023 and 2022, the compensation of the members of the Executive Committee is set out in the tables Restricted shares are subject to a blocking period of three years as from the date of grant during which below. Compared to 2022, the 2023 base salaries of the members of the Executive Committee were in the shares may not be sold, otherwise transferred, pledged or made the object of hedging transactions. general increased marginally. The Co-Chairmen, acting jointly, may waive this sale restriction in cases of hardship or in case of termina- tion of employment to the extent permitted by law. As a rule, all restricted shares remain restricted until The fixed compensation awarded to the members of the Executive Committee for the financial year 2023 the expiration of the blocking period. is within the maximum aggregate amount of fixed compensation of CHF 2,300,000 approved by the Annual The RSUs granted under the Bonus and RSU Plan are subject to a cliff vesting three years after the date of 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 economic benefit of or pledged any of the restricted shares allocated to him or her as part of the equity award. On the vesting date, each RSU is automatically converted into one share of Sensirion Holding AG. Sensirion may settle the RSUs with newly issued shares out of the Company’s conditional share capital and/or out of the Company’s treasury shares and/or with shares purchased in the open market. General Meeting 2022. Fixed compensation for the financial year Approved (CHF) Effective (CHF) 2023 (approved by the AGM 2022) 2,300,000 2,120,511 AGM: Annual General Meeting 120 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 121 Compensation of the Executive Committee in 2023 (audited) Former members of the Executive Committee (audited) Compensation Components (in CHF) Marc von Waldkirch (CEO) Other EC (7 members)2 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 444,184 84,337 528,521 25,434 2,035 1,341,831 1,786,015 250,159 334,496 1,591,991 2,120,511 44,874 3,590 70,308 5,625 Total compensation 555,989 1,640,455 2,196,444 1 Variable bonus is based on the average of the share prices over 10 (ten) trading days prior to the date of allocation (CHF 81.00) 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 13 May 2024. Following such approval, a revised fair value will be determined for accounting purposes only. 2 In the course of 2023, Dr. Johannes Bleuel (VP Operations) left Sensirion and Heiko Lambach (VP Human Resources) decided to step down as member of the Executive Committee and focus on talent diagnostic and culture development across the Sensirion Group. Effective as of 1 November 2023, Rahel Meuwly (new VP Human Resources) joined the Executive Committee. Effective as of 1 December 2023, Dr. Franziska Brem (new VP Operations) was appointed as member of the Executive Committee. Remuneration calculation of newly appointed or resigning Executive Committee Members is done on a pro rata basis. 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 Total compensation 430,868 88,478 519,346 81,718 6,537 607,601 1,288,433 1,719,301 252,453 340,931 1,540,886 2,060,232 193,606 275,324 15,488 22,026 1,749,980 2,357,582 1 Variable bonus was based on the average of the share prices over 10 (ten) trading days prior to the date of allocation (CHF 100.00) 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 2023, 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. In 2023, no compensation was paid to former members of the Executive Committee. As of 31 December 2023, there were no outstanding loans or credit facilities between Sensirion and former members of the Executive Committee. In the course of 2023, Heiko Lambach (VP Human Ressources) decided to step down as member of the Executive Committee and continue his tenure by focusing on talent diagnostic and culture development. In this role he receives ordinary salary and benefits as regular employee of Sensirion. Related parties of members of the Executive Committee (audited) In 2023, no compensation was paid to parties closely related to current or former members of the Executive Committee. As of 31 December 2023, 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 2023, 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 2023 (the “2023 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 2023, Sensirion awarded bonuses to 1,051 (2022: 980) employees who, in accordance with the Bonus and RSU Plan, were given the opportunity to choose between payment of their 2023 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 election during the election period, he or she receives his or her 2023 Bonus in the form of a Cash Bonus. The election period for the 2023 Bonus ended on 3 January 2024. 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 2023, 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 2023, the RSUs awarded for the 2023 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 119 and 121 of this Compensation Report. 122 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 123 Shares held by members of the Board of Directors and the Executive Committee (audited) The members of the Board of Directors and the Executive Committee (including related parties) held the following number of shares and RSUs as of 31 December: Auditor’s Report 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 Operations2 Dr. Franziska Brem, VP Operations3 Matthias Gantner, CFO Heiko Lambach, VP Human Resources4 Rahel Meuwly, VP Human Resources5 Dr. Andrea Orzati, VP Sales & Marketing Dr. Johannes Schumm, VP Research & Development Shares 854,462 854,462 250 n/a – – 1,157 1,710,331 Shares 45,784 n/a 1,970 9,012 n/a – 13,473 6,532 2023 RSUs – – – Shares 863,181 863,181 250 n/a 117,781 – – – – – – 1,157 1,845,550 2022 RSUs – – – – – – – – 2023 RSUs Shares 2022 RSUs 1,032 44,481 2,021 n/a 79 449 n/a – – 2,613 1,845 7,958 7,981 – 13,988 606 5,818 875 141 865 652 – 1,151 1,130 6,835 Total Executive Committee 76,771 2,166 84’684 1 Related parties: including shares held by Fondation des Fondateurs, Zürich, Switzerland. 2 Dr. Johannes Bleuel, VP Operations, decided to take on new challenges and left Sensirion effective 30 November 2023. 3 Dr. Franziska Brem, since 2017 Head of R&D Packaging at Sensirion, was appointed as VP Operations and became a member of the Executive Committee effective as of 1 December 2023. 4 Heiko Lambach, VP Human Resources, decided to step down as member of the Executive Committee effective as of 31 October 2023 and transitioned into a new role. 5 Rahel Meuwly joined the Executive Committee as VP Human Resources effective as of 1 November 2023. Mandates in other enterprises (audited) The details on the activities of the members of the Board of Directors and the Executive Committee in comparable functions at enterprises with an economic purpose other than Sensirion Holding AG or its subsidiaries are set forth in the biographies on page 94-95 and page 106-107 of the Corporate Gover- nance Report. 124 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 125 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 2023. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the tables marked “audited” on pages 117 to 118 and pages 122 to 124 of the Compensation Report. In our opinion, the information pursuant to Art. 734a-734f CO in the enclosed Compensation Report complies 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 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 opinion. 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 stand-alone 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 126 Sensirion Annual Report 2023 Compensation Report Compensation Report Sensirion Annual Report 2023 127 2 misstatement, whether due to fraud or error. The Board of Directors is also responsible for designing the remuner-ation system and defining individual remuneration packages. Auditor’s Responsibilities for the Audit of the Compensation Report Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue 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 ac-cordance 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 this Compensation Report. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional skepticism 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 Marco Egli Licensed Audit Expert Zurich, 11 March 2024 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2024 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. 25 years of innovation 128 129 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 134 134 135 136 137 138 138 139 142 150 155 157 161 167 169 175 176 132 133 Sensirion Financial Report 2023Sensirion Financial Report 2023 Consolidated Financial Statements Consolidated Income Statement Consolidated Balance Sheet In thousands of CHF, for the year ended 31 December Note 2023 in % 2022 In thousands of CHF Note 31 December 2023 in % 31 December 2022 in % Revenue Cost of sales Gross profit – as % of revenue Research and development expenses Selling and distribution expenses Administrative expenses Operating profit (loss) (EBIT)1 – as % of revenue Financial result Result of equity-accounted investees Profit (loss) before tax Income taxes 2.1 233,167 (27.5 %) 321,727 (111,363) 121,804 52.2 % (54,011) (39,160) (34,465) (131,145) 190,582 59.2 % (50,771) (33,705) (31,689) (5,832) (107.8 %) 74,417 (2.5 %) 2.3 (5,201) (608) (11,641) 2.4 5,061 23.1 % (4,121) 677 70,973 (7,393) Profit (loss) for the period, attributable to owners of Sensirion Holding AG (6,580) (110.3 %) 63,580 – as % of revenue (2.8 %) 19.8 % Earnings per registered share Basic earnings per registered share (in CHF) Diluted earnings per registered share (in CHF) 4.3 4.3 (0.42) (0.42) 4.08 4.07 Earnings before interest, tax, depreciation and amortization (EBITDA) Earnings before interest, tax, depreciation and amortization (EBITDA) 1.4 – as % of revenue 10,118 4.3 % (88.7 %) 89,596 27.8 % 1 Defined as profit or loss for the period before financial result, result of equity-accounted investees and income taxes (EBIT). 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 Total equity, attributable to owners of Sensirion Holding AG 4.2 Total liabilities and equity 4.1 3.1 3.1 3.2 3.3 3.4 3.6 3.7 3.6 3.7 2.4 73,062 26,233 3,036 6,178 77,957 123,025 36,502 1,564 6,680 60,055 186,466 56.1 % 227,826 63.6 % 95,993 27,934 4,744 3.5 17,464 82,051 29,392 5,352 13,356 146,135 332,601 43.9 % 100.0 % 130,151 36.4 % 357,977 100.0 % 6,661 3,573 7,773 5 5,002 23,014 2,710 32 11,106 13,848 36,862 1,562 157,458 (2,790) 139,509 295,739 332,601 10,062 14,332 10,122 2,046 2,670 6.9 % 39,232 11.0 % 2,695 4 11,901 4.2 % 11.1 % 14,600 4.0 % 53,832 15.0 % 1,562 156,826 (3,774) 149,531 88.9 % 100.0 % 304,145 85.0 % 357,977 100.0 % 134 135 Sensirion Financial Report 2023Sensirion Financial Report 2023 Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity In thousands of CHF, for the year ended 31 December 2023 2022 Attributable to owners of Sensirion Holding AG In thousands of CHF 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 Share capital Capital reserve Treasury shares Translation reserve Other retained earnings Total retained earnings Total equity 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) 6,254 2,884 587 5,667 6,254 – – – Balance at 31 December 2022 1,562 156,826 (3,774) (2,314) 151,845 149,531 304,145 Balance at 1 January 2023 Profit for the period Currency translation of foreign operations Transaction with treasury shares Equity-settled share-based payment transactions 1,562 156,826 (3,774) (2,314) 151,845 149,531 304,145 – – – – – – (984) 1,616 – – 984 – – (6,580) (6,580) (6,580) (3,442) – – – – – (3,442) (3,442) – – – 1,616 Balance at 31 December 2023 1,562 157,458 (2,790) (5,756) 145,265 139,509 295,739 Cash flows from operating activities Profit (loss) 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 (income) 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 received (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 Investments in financial assets (equity securities) 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 (6,580) 63,580 15,950 15,179 (56) 2,032 (667) 608 1,545 (5,061) (39) 944 1,433 (677) 2,659 7,393 10,771 (1,472) (8,106) 303 (17,902) (21,761) (876) (899) (2,334) 5,168 (2,013) 507 (9,612) (10,891) (250) (757) (1,339) – (2,144) (26) (6,885) 49,507 (26,884) (27,711) 56 (12) – (1,094) (7,627) 39 – (3,100) (1,710) (1,781) (35,561) (34,263) – – – – (46,452) 5 (54) (3,305) (3,354) 11,890 123,025 112,104 (3,511) (969) 73,062 123,025 136 137 Sensirion Financial Report 2023Sensirion Financial Report 2023 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). Sensirion also provides sensor solutions and services based on connected sensor and data systems. Using Sensirion’s microsensor solutions, OEM customers benefit from the proven CMOSens® Technology. 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 or loss and depreciation, amortization and impairment loss. In thousands of CHF, for the year ended 31 December 2023 2022 Reconciliation of operating profit (loss) to EBITDA for the period Operating profit (loss) (EBIT) Depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) (5,832) 15,950 10,118 74,417 15,179 89,596 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 2023 2022 The consolidated financial statements are presented in Swiss francs. Unless otherwise stated, all financial information in Swiss francs has been rounded to the nearest thousand. For this reason, rounding differences may occur. Revenue – geographic information by region 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 2023 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). APAC EMEA Americas Total 99,514 42.7 % 143,295 44.5 % 106,741 45.8 % 120,587 37.5 % 26,912 11.5 % 57,845 18.0 % 233,167 100.0 % 321,727 100.0 % 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 2023 2022 Revenue – per customer market Automotive Medical Industrial Consumer Total 72,460 31.1 % 65,091 20.3 % 44,874 19.2 % 76,065 23.6 % 100,978 43.3 % 153,833 47.8 % 14,855 6.4 % 26,738 8.3 % 233,167 100.0 % 321,727 100.0 % 138 139 Sensirion Financial Report 2023Sensirion Financial Report 2023 Income taxes 2.4 In thousands of CHF, for the year ended 31 December Current income taxes Deferred income taxes Total 2023 249 4,812 5,061 2022 (7,889) 496 (7,393) Average applicable tax rate 22.0 % 17.5 % In thousands of CHF 2023 2022 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 12,783 9,978 22,761 4,177 8,606 – 12,783 4,177 3,790 7,967 1,680 3,584 (1,087) 4,177 In the prior period the recognition of previously unrecognized tax claims from tax loss carryforwards led to a decrease of the effective tax rate that did not occur again in the current year. Additionally, in the current period tax claims from tax loss carryforwards in the amount of CHF 2,319 thousand arising from statutory losses that do not affect the consolidated earnings of the group were recognized and further increased the effective tax rate compared to the prior period. The income tax effect from the utilization of non-capitalized loss carryforwards in 2023 amounts to CHF 0 (2022: CHF 176 thousand). In 2023, a reassessment in relation to non-capitalized loss carryforwards lead to the capitalization of CHF 961 thousand (2022: CHF 1,354 thousand). In 2023, CHF 25 thousand expired (2022: CHF 0). The deferred tax assets related to recognized tax claims from tax loss carryforwards amount to CHF 12,783 thousand of which CHF 3,937 thousand (2022: CHF 593 thousand) were offset with deferred tax liabilities. (238,999) (247,310) The effective tax rate of 41.7 % (2022:10.4 %) has increased compared to the prior period. 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. The groups 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 2023 2022 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 17,902 (76,974) (134,926) (15,950) (29,051) 21,761 (95,468) (124,736) (15,179) (33,688) In thousands of CHF, for the year ended 31 December 2023 2022 Finance income Interest income Other financial income Finance income In thousands of CHF, for the year ended 31 December Finance costs Interest expenses Net foreign exchange losses Bank charges Other financial costs Finance costs 731 38 769 2023 (5) (5,868) (97) – (5,970) 154 101 255 2022 (151) (2,688) (130) (1,407) (4,376) Net finance costs recognized in profit (loss) (5,201) (4,121) Other financial costs in the previous year include CHF 1,407 thousand impairments on financial assets. 140 141 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 2023 31 December 2022 41,599 34,631 4,750 80,980 (1,598) (1,425) (3,023) 23,650 39,474 5,864 68,988 (4,645) (4,288) (8,933) 77,957 60,055 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 2023 31 December 2022 Trade receivables, gross Allowance for doubtful receivables Total trade receivables Non-income tax receivables Social security Other Total other receivables 26,321 (88) 26,233 3,551 199 2,428 6,178 36,546 (44) 36,502 3,454 200 3,026 6,680 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. 142 143 Sensirion Financial Report 2023Sensirion Financial Report 2023 3.3 Property, plant and equipment In thousands of CHF Land and buildings Production facilities Under construction Other Total Accounting principles Recognition and measurement Cost Opening amount 1 January 2023 Additions Disposals Reclassifications 56,154 96,978 6,410 14,229 (1,620) – 69 969 (1,731) 8,328 4,588 – 21,520 182,980 1,731 26,958 (224) 693 (623) (1,844) – (1,934) Currency translation differences (673) (490) (148) Closing amount 31 December 2023 61,960 110,066 11,037 23,097 206,160 Accumulated depreciation and impairment Opening amount 1 January 2023 Depreciation Disposals Currency translation differences 21,050 66,097 2,374 6,869 - (1,552) (60) (272) Closing amount 31 December 2023 23,364 71,142 – – – – – 13,782 100,929 2,375 11,618 (190) (306) (1,742) (638) 15,661 110,167 Total carrying amount 38,596 38,924 11,037 7,436 95,993 Carrying amount pledged as security for liabilities – – – – – Cost Opening amount 1 January 2022 Additions Disposals Reclassifications Currency translation differences 51,146 85,232 4,465 13,266 5,388 7,952 18,697 160,463 2,832 28,515 – (4,151) – (613) (4,764) 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 – – – – – As of the balance sheet date, prepayments in the amount of CHF 2,408 thousand (2022: CHF 2,400 thousand) were recog- nized in property, plant and equipment. 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. Subsequent expenditures 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 the current and comparative period 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 Deferred tax assets Investment in MaxWell Biosystems AG Total non-current financial assets Accounting principles Investments 31 December 2023 31 December 2022 14,866 9,368 3,700 27,934 20,033 5,671 3,688 29,392 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 6.1 144 145 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 2023 11,009 22,145 3,141 371 2,205 38,871 Additions – internally developed – 1,301 Additions – separately acquired Disposals Reclassifications Currency translation differences 428 (390) – (19) – – 371 – – 302 (29) – (1) 6,326 – – (371) – – 100 – – (6) 7,627 830 (419) – (26) 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 lives and Closing amount 31 December 2023 11,028 23,817 3,413 6,326 2,299 46,883 are measured at cost less accumulated amortization and any accumulated impairment losses. Accumulated amortization and impairment Opening amount 1 January 2023 Amortization Disposals Currency translation differences Closing amount Total carrying amount 31 December 2023 6,085 1,147 (389) (8) 6,835 4,193 15,533 2,831 2,675 – – 190 (29) (1) 18,208 2,991 – – – – – 5,609 422 6,326 1,066 25,515 320 – (1) 1,385 914 4,332 (418) (10) 29,419 17,464 Cost 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 5,502 12,566 2,655 Amortization Disposals Currency translation differences Closing amount Total carrying amount 31 December 2022 1,651 2,967 178 (1,065) (3) 6,085 4,924 – – 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 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 the current and comparative period 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. 146 147 Sensirion Financial Report 2023Sensirion Financial Report 2023 Effects of the theoretical capitalization of goodwill In thousands of CHF 2023 2022 Accounting principles Short-term employee benefits Cost at 1 January Change in earn-out provisions Exchange differences Cost at 31 December Accumulated amortization at 1 January Amortization for the year Impairment 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 (loss) for the year Theoretical amortization of goodwill Impairment Theoretical profit (loss) for the year after goodwill amortization 48,742 – (3,089) 45,653 24,162 7,509 2,440 (2,273) 31,838 13,815 295,739 13,815 309,554 (6,580) (7,509) (2,440) (16,529) 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 The annual impairment test indicated a need for an impairment of the goodwill associated with Sensirion Connected Solutions GmbH. The recoverable amount was determined by discounting scenario-weighted future cash flow projections. This resulted in an impairment loss of CHF 2,440 thousand (prior year: CHF 0). Accounting principles Goodwill is offset with equity at the date of the acquisition of a subsidiary or an investment in an associated company. The theoretical capitalization of goodwill with straight-line amortization over five years would impact the consolidated balance sheet and consolidated income statement as shown above. 3.6 Employee benefits In thousands of CHF 31 December 2023 31 December 2022 Short-term employee benefits Total employee benefit liabilities, current Other long-term employee benefit liabilities Total employee benefit liabilities, non-current 7,773 7,773 2,710 2,710 10,122 10,122 2,695 2,695 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. 3.7 Provisions In thousands of CHF Warranty provisions Earn-out provisions Total 31 December 2023 Current provisions Non-current provisions Total provisions Opening amount 1 January 2023 Utilization Reversal Currency translation differences Closing amount 31 December 2023 5 32 37 2,050 – (1,738) (275) 37 – – – – – – – – 5 32 37 2,050 – (1,738) (275) 37 In thousands of CHF Warranty provisions Earn-out provisions Total 31 December 2022 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 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 % (2022: 3.5 %). 148 149 Sensirion Financial Report 2023Sensirion Financial Report 2023 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. 3.8 Contingent liabilities and other commitments In thousands of CHF 31 December 2023 31 December 2022 Operating lease liabilities Due within 1 year Due within 1 to 5 years Due after more than 5 years Total undiscounted lease payments 4,042 13,628 9,374 27,044 3,745 11,084 3,656 18,485 4.2 Equity 4.2.1 Share capital As of 31 December 2023, the fully paid-up share capital of the parent company, Sensirion Holding AG, in the total amount of CHF 1,561,572.30 (2022: CHF 1,561,572.30) is divided into 15,615,723 registered shares (2022: 15,615,723) with a nominal value of CHF 0.10. Holders of these shares are entitled to dividends and to one vote per share at general meetings of the 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 Total in issue at 31 December In shares Total in issue at 1 January Capital increase from conditional share capital Total in issue at 31 December 2023 Registered shares 15,615,723 15,615,723 2022 Registered shares 15,573,350 42,373 15,615,723 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. As at 31 December 2023, there are contingent liabilities in connection with the purchase of land and properties amounting to CHF 10,850 thousand, of which CHF 5,850 thousand are due in January 2024 and CHF 5,000 thousand are only due if a 4.2.2 Capital range rezoning is approved by the relevant authorities, which is expected to be towards the end of 2024. Accounting principles 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 2023 31 December 2022 The Company has an authorized share capital in the form of a capital range. The capital range as of 31 December 2023 is CHF ±156,157.20 (corresponding to ±10 % of the share capital) and amounts to CHF 1,405,415.10 or 14,054,151 shares (lower limit) and to CHF 1,717,729.50 or 17,177,295 shares (upper limit). The Board of Directors is authorized within the capital range to increase or reduce the share capital. The capital range replaced the authorized share capital from the previous year. 4.2.3 Conditional capital As in the previous year, the Company’s conditional capital as of 31 December 2023 amounts to CHF 285 thousand, encom- passing 2,845,064 shares each with a nominal value of CHF 0.10. The Company’s conditional capital is composed as follows: In shares 31 December 2023 31 December 2022 Cash and bank accounts Cash and cash equivalents Accounting principles 73,062 73,062 123,025 123,025 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 1,389,247 1,455,817 2,845,064 4.2.4 Non-distributable legal reserves Cash and cash equivalents are defined as short-term, liquid financial investments that are readily convertible to Non-distributable legal reserves amounted to CHF 3,102 thousand as at 31 December 2023 (previous year: CHF 4,086 defined cash amounts within 90 days from the balance sheet date. thousand). 150 151 Sensirion Financial Report 2023Sensirion Financial Report 2023 4.2.5 Nature and purpose of reserves 4.2.5.1 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. 4.2.5.2 Treasury shares 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 2023, the Group held 30,650 of the Company’s registered shares (2022: 57,450 registered shares). The treasury shares held at 31 December 2023 account for 0.20 % of the issued capital (2022: 0.37 % of the issued capital). Ø Transaction price in CHF Number of registered shares Balance in thousands of CHF Balance at 1 January 2022 Purchase treasury shares Allocations from share-based payment plans Closing amount 31 December 2022 88.32 99.71 Balance at 1 January 2023 Allocations from share-based payment plans 100.36 Closing amount 31 December 2023 20,599 37,000 (149) 57,450 57,450 (26,800) 30,650 472 3,305 (3) 3,774 3,774 (984) 2,790 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 36.70 (previous year: CHF 22.92). 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. 4.2.5.3 Translation reserve 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 2023 for the purpose of calculating basic earnings per registered share amounts to 15,584,341 (2022: 15,587,252). 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 15,584,341 (2022: 15,603,148). The potential dilutive effect results from the outstanding restricted share units under the bonus and restricted share unit plan. The effects of all potential ordinary shares in the reporting year are anti-dilutive and therefore not considered in the diluted earnings per share. 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 2023 31 December 2022 Total liabilities Less: cash and cash equivalents Net cash (debt) Total equity Net cash (debt) to equity ratio (36,862) 73,062 36,200 295,739 12.2 % (53,832) 123,025 69,193 304,145 22.8 % 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. 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. 4.5.1 Risk management framework 4.2.5.4 Retained earnings The retained earnings include the accumulated net profit or loss of the Group and offsetting of goodwill. 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 152 153 Sensirion Financial Report 2023Sensirion Financial Report 2023 A liquidity risk arises if future payment obligations of the Group cannot be covered by its available liquidity or correspond- For the year ended 31 December Group’s income or the value of its holdings of financial instruments. Sensirion Hungary Kft., Debrecen (Hungary) HUF 3,210,000 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 2023, 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 (2022: CHF 40,000 thousand). The credit line is used with a guarantee to CHF 473 thousand as of 31 December 2023 (2022: CHF 493 thousand). 4.5.3 Liquidity risk 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. 4.5.4 Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates – will affect the 4.5.5 Currency risk The functional currencies of the Group companies are in the currency of the local legislation. The Group is exposed to currency 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- 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: 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 2023 2022 2023 2022 0.9857 0.9146 0.7015 1.0210 0.9630 0.7547 0.9281 0.8401 0.6506 0.9839 0.9233 0.7330 The Group has no significant interest-bearing financial assets. Therefore, the income is not exposed to significant interest rate risk. Furthermore, the tenure for fixing interest rates on financial liabilities are one year as maximum. Therefore, interest rate risk is not considered to be significant for the Group. 154 5 Group structure 5.1 Changes in the scope of consolidation With the exception of the foundation of Sensirion Europe GmbH, there were no changes to the scope of consolidation in 2023. 5.2 Subsidiaries The Company has direct or indirect control over the following subsidiaries or significant influence over the following associates. 2023 Voting rights in % 100 100 100 100 in % 100 100 100 100 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 Sensirion Korea Co. Ltd., Anyang-Si (South Korea) Sensirion Taiwan Co. Ltd., Hsinchu (Taiwan) Sensirion Europe GmbH, Heimsheim (Germany)1 Sensirion Automotive Solutions AG, Stäfa (Switzerland) Sensirion Automotive Solutions Inc., Eaton Rapids (USA) EUR CHF USD KRW 100,000,000 100 100 100 TWD 25,000,000 100 100 25,000 100 100 100 100 100 100 – 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) Sensirion Connected Solutions AG, Stäfa (Switzerland) Sensirion Connected Solutions GmbH, Berlin (Germany)2 Sensirion Connected Solutions Inc., Chicago (USA) IRsweep AG, Stäfa (Switzerland)3 Qmicro B.V., Enschede (Netherlands) Lumiphase AG, Kilchberg (Switzerland) KRW 38,543,000,000 100 100 100 CNY 28,450,000 100 100 100 HUF 3,100,000 100 100 100 CHF EUR USD CHF EUR CHF 100,000 100 100 100 30,870 100 100 100 2,631,099 100 – 1,000 212,517 – 100 49 100 – 100 36 100 100 100 51 1 Founded on 28 November 2023 Consolidation 2 Renamed from AiSight GmbH Fully consolidated company 3 Merged into Sensirion AG retroactively ∆ Equity method as of 1 January 2023 Consoli- dation 2022 Voting rights in % 100 100 100 100 100 100 100 – 100 100 100 100 100 100 100 100 100 100 36 ∆ 155 Sensirion Financial Report 2023Sensirion Financial Report 2023 Accounting principles Business combinations 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 Business combinations are accounted for using the acquisition method. The assets and liabilities of the acquired accumulated exchange differences of foreign companies recognized in equity are reclassified to the income state- company are valued at fair values using uniform accounting policies. The differences between the cost of acquisition ment. Accumulated exchange differences arising from equity-like loans are reclassified to the income statement and the fair value of the net assets acquired are recognized as goodwill and offset with equity. In a step acquisition, upon disposal of the subsidiary. 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 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. (e.g. earn-out) are recognized if they are considered probable. They are recorded in provisions until the date of 6.1.1 Economical benefit/economical obligation and pension benefit expenses 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. 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 2023 31 Dec 2023 31 Dec 2022 2023 2023 2023 2022 5,970 5,970 5,597 – – – – 5,970 5,970 5,597 Swiss employees are insured with Servisa Sammelstiftung (renamed from “Swisscanto Sammelstiftung”). As of 31 Decem- ber 2023, the statutory funding ratio of this pension plan is 103.0 % (31 December 2022: 97.6 %). Due to the comprehensive solidarities in the pension fund, the surplus cannot be allocated to the affiliated companies. Therefore, no economic share of the Group can be claimed. 6.1.2 Employer contribution reserves (ECR) In thousands of CHF Nominal value Waiver of use Balance sheet Accumu- lation Balance sheet Result from ECR in personnel expenses Pension funds Total employer contribution reserves 14,866 14,866 – – 14,866 14,866 – – 20,033 20,033 5,167 5,167 – – 31 Dec 2023 2023 31 Dec 2023 2023 31 Dec 2022 2023 2022 The employer contributions for the Swiss entities in the current financial year were charged to the employer contribution reserves. 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. 156 157 Sensirion Financial Report 2023Sensirion Financial Report 2023 6.2 Share-based payment arrangement 6.2.1 Description of share-based payment arrangements At 31 December 2023, 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 10,002 (2022: 19,685) and the number of RSU granted amounts to 2,659 (2022: 5,047). The fair value of one share at grant date amounts to CHF 85.10 (2022: CHF 95.90) and the fair value of one RSU at grant date amounts to CHF 85.10 (2022: CHF 95.90). 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 503 (2022: 1,378) and the number of RSU granted amounts to 364 (2022: 1,378). The estimated fair value of one share at grant date amounts to CHF 83.30 (2022: CHF 97.90) and the estimated fair value of one RSU at grant date amounts to CHF 83.30 (2022: CHF 97.90). The values correspond or are derived from the listed share price of the Company’s shares at 31 December 2023. These estimated fair values will be updated to reflect the circumstances at the date of the next Annual General Meeting. 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: In options 2023 Outstanding at 1 January Exercised during the year Granted during the year Forfeited during the year Outstanding at 31 December Exercisable at 31 December 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 Number of RSU Weighted-average exercise price (in CHF) 36,810 (5,660) 3,042 (3,415) 30,777 – 45,542 (14,648) 6,425 (509) 36,810 – 0.10 0.10 0.10 0.10 0.10 – 0.10 0.10 0.10 0.10 0.10 – The RSU outstanding at 31 December 2023 had an exercise price of CHF 0.10 (31 December 2022: CHF 0.10) and a weighted-average contractual life of 0.9 years (31 December 2022: 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. For 2023, the Group granted a total annual bonus amount of CHF 2,321 thousand (2022: CHF 5,995 thousand). The amount Equity-settled share-based payment transactions is split between cash bonus of CHF 1,171 thousand (2022: CHF 4,137 thousand) and equity bonus of CHF 1,150 thousand (2022: CHF 2,642 thousand). 6.2.2 Outstanding instruments at the reporting date 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 Details on the number of instruments outstanding under the share-based payment arrangements at the reporting date are the related service condition at the vesting date. as follows: In units 31 December 2023 31 December 2022 When the counterparty has a choice of settlement in a share-based payment transaction, the Group grants a com- Share-based payment transactions with settlement choice for the counterparty Restricted share units – Bonus and Restricted Share Unit Plan 30,777 36,810 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. 158 159 Sensirion Financial Report 2023Sensirion Financial Report 2023 6.3 Related parties As part of its normal business activities, the company maintains relations with associated companies as well as transac- Auditor’s Report tions with key management personnel. Transactions with key management personnel 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 2023 31 December 2022 317 192 2023 1,234 2022 467 The consolidated financial statements were approved for publication by the Board of Directors on 11 March 2024. 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 2023 and 11 March 2024 which would necessitate adjustments to the carrying values of the Sensirion Group’s assets or liabilities, or which require additional disclosure. 160 161 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 2023 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 134 to 160) give a true and fair view of the consoli-dated financial position of the Group as at 31 December 2023, 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 responsibili-ties 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 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 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. 162 163 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 2023 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 anayses, identifying significant or unusual devia-tions to prior year and to our expectations. We dis-cussed such analyses with management and where appropriate corroborated with additional documentation. Additionally, we identified transactions that deviated from the standard processes, such as entries with unu-sual counter-entries, for further investigation and vali-dated 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 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 38.0 as of 31 December 2023 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 164 165 Sensirion Financial Report 2023Sensirion Financial Report 2023 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 fi-nancial 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 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 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 consolidated financial state-ments. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain pro-fessional 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 misstate-ment resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 5 — 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. — 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 ma-terial 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 conclu-sions 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 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 communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors or its relevant committee, we determine those matters 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 pre-cludes 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. 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 Impairment losses on investments Amortization on intangible assets Financial income Financial expense Income taxes Total expenses Loss for the year Note 1.7 2.6 2.7 2.7 2023 2022 6,151 6,151 (1,038) (1,446) (26,876) (5) 1,790 (1,952) 365 (29,162) 8,360 8,360 (1,072) (884) – (15) 559 (2,073) (805) (4,290) (23,011) 4,070 166 167 Sensirion Financial Report 2023Sensirion Financial Report 2023 6 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 instructions 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 Marco Egli Licensed Audit Expert Zurich, 11 March 2024 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2024 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. Balance Sheet In thousands of CHF Note 31 December 2023 31 December 2022 Notes to the Financial Statements of Sensirion Holding AG 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 Property, plant and equipment – Land and buildings Intangible assets Total non-current assets Total assets Liabilities Trade payables – to third parties – to companies in which the entity holds an investment Other liabilities – to third parties – to companies in which the entity holds an investment Accrued expenses Total current liabilities Total liabilities Equity Share capital Legal capital reserves – Reserves from capital contributions – Other capital reserves Legal retained earnings – General legal retained earnings in the narrower sense – Reserves for treasury shares Available earnings – Retained earnings brought forward – Profit (loss) for the year Total equity Total liabilities and equity 2.1 2.2 2.3 38,449 55,123 120 1,391 189 40,149 65,630 47,958 250 2 113,840 153,989 38 218 60 – 62 378 378 22 135 93 55,373 51,925 70,957 – 7 122,889 178,262 24 119 817 680 1,640 1,640 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 Property, plant and equipment Property, plant and equipment is valued at acquisition or production cost less accumulated depreciation and less value adjustments. Property, plant and equipment is depreciated on a straight-line basis. If there are signs of overvaluation, the carrying amounts are reviewed and adjusted if necessary. 1.5 Treasury shares Treasury shares are held in the subsidiary Sensirion AG. 1,562 1,562 1.6 Share-based payments 2.5 The purpose of the Bonus and Restricted Share Plan (see Note 6 of the Consolidated Financial Statements) is to provide 132,671 4,649 603 2,790 34,347 (23,011) 153,611 153,989 132,723 4,597 603 3,774 29,293 4,070 176,622 178,262 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. 168 169 Sensirion Financial Report 2023Sensirion Financial Report 2023 1.7 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. 1.8 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 2023 31 December 2022 Non-current financial assets Investment in MaxWell Biosystems AG Loans to subsidiaries Total non-current financial assets 3,700 61,930 65,630 3,688 48,237 51,925 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 Europe GmbH (Germany)1 Sensirion Automotive Solutions AG, Stäfa (Switzerland) Sensirion Connected Solutions AG, Stäfa (Switzerland) IRsweep AG, Stäfa (Switzerland)2 Qmicro B.V., Enschede (Netherlands) Lumiphase AG, Zürich (Switzerland) b) Significant indirect investments 31 December 2023 31 December 2022 Share capital in % Share capital in % CHF CNY USD JPY KRW TWD HUF EUR CHF CHF CHF EUR CHF 2,000,000 1,260,000 660,000 25,000,000 100,000,000 25,000,000 3,210,000 25,000 100,000 100,000 – 1,000 212,517 100 100 100 100 100 100 100 100 100 100 – 100 49 2,000,000 1,260,000 660,000 25,000,000 100,000,000 25,000,000 3,110,000 – 100,000 100,000 166,667 1,000 203,601 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) Sensirion Connected Solutions GmbH, Berlin (Germany)3 Sensirion Connected Solutions Inc, Chicago (USA)4 KRW 38,543,000,000 100 38,543,000,000 CNY 28,450,000 100 28,450,000 HUF EUR USD 3,100,000 30,870 2,631,099 100 100 100 3,100,000 30,870 2,631,099 1 Founded on 28 November 2023 2 Merged into Sensirion AG retroactively as of 1 January 2023 3 Renamed from AiSight GmbH 4 Held as direct investment by Sensirion Holding AG until 15 December 2023 2.3 Property, plant and equipment 100 100 100 100 100 100 100 – 100 100 100 100 51 100 100 100 100 100 100 The position property, plant and equipment in the current period includes a prepayment of CHF 250 thousand for real estate. As of 31 December 2023, there is a remaining payment promise amounting to CHF 5,850 thousand for the purchase of the real estate on 15 January 2024. 170 171 Sensirion Financial Report 2023Sensirion Financial Report 2023 2.4 Treasury shares Held by subsidiary Sensirion AG In thousands of CHF 2023 2022 3 Other information 3.1 Full-time equivalents Sensirion Holding AG has no employees. 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 2.5 Legal capital reserves 57,450 3,774 – – (26,800) (984) 30,650 2,790 20,599 472 37,000 3,305 (149) (3) 57,450 3,774 Reserves from capital contributions in the amount of CHF 132,671 thousand have been confirmed by the Federal Tax Authority. 2.6 Impairment losses on investments The annual impairment test indicated a need for an impairment on the investments in Sensirion Connected Solutions AG. The recoverable amount was determined by discounting scenario-weighted future cash flow projections. This resulted in an impairment loss of CHF 26,876 thousand (prior year: CHF 0). 2.7 Financial result In thousands of CHF, for the year ended 31 December Financial income Financial expenses Total 2023 1,790 (1,952) (162) 20221 559 (2,073) (1,514) The financial income of CHF 1,790 thousand (prior year: CHF 559 thousand) mainly includes interest income from loans to subsidiaries. Financial expenses in the amount of CHF 1,952 thousand (prior year: CHF 2,073 thousand) mainly include valuation differences of financial assets and exchange losses. 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 473 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 2023 Quantity Value Quantity 10,002 2,659 12,661 791 221 1,013 19,685 5,047 24,732 2022 Value 1,978 494 2,472 172 173 Sensirion Financial Report 2023Sensirion Financial Report 2023 3.5 Shares held by members of the Board of Directors and the Executive Committee The members of the Board of Directors and the Executive Committee (including related parties) held the following number 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 Operations5 Dr. Franziska Brem, VP Operations2 Matthias Gantner, CFO Heiko Lambach, VP Human Resources4 Rahel Meuwly, VP Human Resources3 Dr. Andrea Orzati, VP Sales & Marketing Dr. Johannes Schumm, VP Research & Development Shares 854,462 854,462 250 n/a – – 1,157 1,828,112 Shares 45,784 n/a 1,970 9,012 n/a – 13,473 6,532 2023 RSUs – – – Shares 863,181 863,181 250 n/a 117,781 – – – – – – 1,157 1,845,550 2022 RSUs – – – – – – – – 2023 RSUs Shares 2022 RSUs 1,032 44,481 2,021 n/a 2,613 79 449 n/a – – – 7,958 7,981 – 13,988 606 5,818 875 – 855 652 – 1,151 1,130 6,684 Total Executive Committee 87,843 2,490 82,839 4 Subsequent events 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 loss for the year Available earnings 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 2023 34,347 (23,011) 11,336 2023 11,336 1 Related parties: including shares held by Fondation des Fondateurs, Zürich, Switzerland. 2 Dr. Franziska Brem, since 2017 Head of R&D Packaging at Sensirion, was appointed as VP Operations and became a member of the Executive Committee effective as of 1 December 2023. 3 Rahel Meuwly joined the Executive Committee as VP Human Resources effective as of 1 November 2023. 4 Heiko Lambach, VP Human Resources, decided to step down as member of the Executive Committee effective as of 31 October 2023 and transitioned into a new role to focus on talent diagnostic and culture development across the Sensirion Group. 5 Dr. Johannes Bleuel, VP Operations, decided to take on new challenges and left Sensirion effective 30 November 2023. 174 175 Sensirion Financial Report 2023Sensirion Financial Report 2023 Auditor’s Report 176 177 Sensirion Financial Report 2023Sensirion Financial Report 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 2023, 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 167 to 175) 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 responsibili-ties 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 provi-sions 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 opinion. 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 communicate 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. 2 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 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 misstate-ment, 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 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 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 pro-fessional 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 sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omis-sions, 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 178 179 Sensirion Financial Report 2023Sensirion Financial Report 2023 3 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 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 communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors or its relevant committee, we determine those matters 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 dis-closure about the matter or when, in extremely rare circumstances, we determine that a matter should not be com-municated in our report because the adverse consequences of doing so would reasonably be expected to out-weigh 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 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 Marco Egli Licensed Audit Expert Zurich, 11 March 2024 KPMG AG, Badenerstrasse 172, CH-8036 Zurich © 2024 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. Shareholder information Disclaimer 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 forward- 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 sustainability reporting Sustainserv GmbH Concept and design Sensirion AG 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 2023 full-year results and annual report Annual General Meeting 2024 half-year results and interim report Financial calendar 12 March 2024 13 May 2024 21 August 2024 Contact For further information, please contact: Lars Dünnhaupt, Director Investor Relations Phone: +41 44 544 1627 lars.duennhaupt@sensirion.com 180 Sensirion Financial Report 2023
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