Home / Governance / Governance Documents

Articles of Association and Bylaws

The complete Articles of Association and Bylaws of the Pfeiffer Vacuum Technology AG can be downloaded here.

Code of Conduct

The following Code of Conduct is valid throughout the entire Pfeiffer Vacuum Group. It may be supplemented by detailed operating regulations as long as they are in line with the principles set forth in this document. In the event of deviation, the stricter rule shall have precedence.

This enables foreign subsidiaries to pay tribute to local requirements when putting the Code of Conduct into practice, as long as the requirements are in line with the basic principles set forth in this document. National laws shall prevail if they are stricter.

The Code of Conduct is available in over 10 languages reflecting the world-wide presence of Pfeiffer Vacuum.

Corporate Governance Declaration

International Guidelines

Pfeiffer Vacuum observes and respects local laws and statutory requirements as the legal foundation of its business activities in all of the countries in which it does business. We also place great emphasis on recommendations and standards issued by national and international organizations. As a rule, these recommendations and standards are directed toward member states rather than individual companies. Nonetheless, they also serve as guiding principles for global companies like Pfeiffer Vacuum as well as for the behavior of our employees.

As a result, Pfeiffer Vacuum places considerable emphasis on worldwide compliance with the guidelines published by major organizations, and we expect our suppliers and business partners to do the same. The most important agreements in this regard are as follows:

  • The United Nations' Universal Declaration of Human Rights (1948)
  • The European Convention for the Protection of Human Rights and Fundamental Freedoms (1950)
  • The International Labour Organisation's (ILO) Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy (1977)
  • The ILO's Declaration on Fundamental Principles and Rights at Work (1998)
  • The UN's Agenda 21 on sustainable development (the plan of action agreed upon at the Earth Summit in Rio de Janeiro in 1992).

Asslar, Germany, in December 2008

Download item year list

Statement of operational management

Operations

Pfeiffer Vacuum is a leading supplier of vacuum solutions. The product portfolio is marketed under the Pfeiffer Vacuum and adixen product brands and includes all components and systems for vacuum generation, measurement, analysis and leak detection. The products of both brands complement each other perfectly so that we can offer clients customized vacuum solutions that are tailored to their individual requirements.

The name Pfeiffer Vacuum stands globally for innovative and customized vacuum solutions as well as superior engineering, expert consultancy, and reliable service. With our technologically advanced turbopumps and backing pumps, we set the standards in our industry. This claim to leadership will continue to be our driving force in the future.

Our products cover a wide range of pumps including vacuum generation pumps, vacuum chambers, vacuum measurement and analysis equipment, installation components as well as complete vacuum systems. With the help of our products, vacuum pressure conditions similar to those in outer space are created which are essential for research, various industrial processes, and for manufacturing many everyday objects.

We are a machine engineering company that designs high-tech products of the highest quality and manufactures them predominantly for export markets. Besides the two main design and production sites in Asslar, Germany, and in Annecy, France, the Pfeiffer Vacuum Group has an extensive network of its own sales and service companies. The Company’s primary markets are in Europe, Asia and the USA.

back to top

Corporate Group structure and organization

As of December 31, 2017, 32 companies belonged to the Pfeiffer Vacuum Group compared to 21 in the previous year. The following companies have been acquired during this fiscal year: Nor-Cal Products Holdings Inc., Yreka, California, U.S. and its subsidiaries as well as Advanced Test Concepts LLC., Indianapolis, Indiana, U.S. and Dreebit GmbH, Dresden, Germany. Additionally, in connection with property acquisitions in the U.S., a total of three real estate companies were established. Furthermore, Pfeiffer Vacuum Malaysia SDN. BHD. was founded in Kulim, Malaysia. adixen Vacuum Technology (Shanghai) Co., Ltd., China, was liquidated.

Pfeiffer Vacuum GmbH, Asslar, Germany, and Pfeiffer Vacuum SAS, Annecy, France, play a central role in the Corporate Group. Pfeiffer Vacuum GmbH organizes the development and manufacture of all Pfeiffer Vacuum products, is the distributor for Germany and also manages central equity investments for the Corporate Group. As at December 31, 2017, the Company employed a total of 728 employees.

Pfeiffer Vacuum SAS is, in a sense, the French equivalent of Pfeiffer Vacuum GmbH. The Company employed 667 employees at year’s end, is the main development and production facility for adixen products, and is responsible for sales in France. A total of 1,395 employees work in these two companies. This represents nearly half of all workers employed in the entire Corporate Group (2,945 at the end of 2017).

What is more, Pfeiffer Vacuum Components & Solutions GmbH, Pfeiffer Vacuum Semi Korea Ltd., and Pfeiffer Vacuum Romania S.r.l. are tasked with the manufacturing and assembly of own products. As a result of the acquisitions that took place during this fiscal year, the number of corporate subsidiaries with their own production sites has increased. To be mentioned in particular are Nor-Cal Products, Inc. and Advanced Test Concepts, LLC., as well as Nor-Cal Products Viet Nam Co., Ltd.

The overall corporate structure as at December 31, 2017, was as follows:

Pfeiffer Vacuum Corporate Structure

The remaining Corporate Group companies are legally independent corporations that are active in sales and service tasks. Essentially all companies are legally organized in a form that can be compared to a German limited liability company (GmbH).

back to top

Share capital, Information pursuant to § 315a Sub-Para. 1 HGB

The subscribed capital of Pfeiffer Vacuum Technology AG as at December 31, 2017 was unchanged at K € 25,261 and consists of a total of 9,867,659 no-par bearer value shares. There are no different classes of shares currently or previously existent, so all shares have the same rights, in particular the same voting and dividend entitlement rights. Accordingly, the calculated share of the subscribed capital amounts to € 2.56.

Shareholdings of more than 10%:

As of December 31, 2017, Dr. Karl Busch, Ms. Ayhan Busch, Ms. Ayla Busch, Mr. Sami Busch and Mr. Kaya Busch, all of Germany, according to their own statements, had a total of 38.96 % of the shares of the Company (previous year: 27.19 ). As of November 2, 2018 Dr. Karl Busch, Ms. Ayhan Busch, Ms. Ayla Busch, Mr. Sami Busch and Mr. Kaya Busch, all of Germany, according to their own statements, had a total of 50.02  of the shares of the Company. Further information is not available at the time. The shares are held indirectly through Pangea GmbH, Maulburg, Germany, and further independent legal entities belonging to the family-run Busch Group and are deemed to be held by the persons named. To our knowledge, there are no further shareholders with a holding of more than 10.0 %.

Amendments to the Articles of Association

Amendments to the Articles of Association can be decided at the Annual General Meeting by a simple majority of voters present at the meeting unless the law mandates a larger majority. To our knowledge, there are no restrictions with regard to voting rights or with regard to the transfer of shares. Management Board members, according to the Articles of Association and §§ 84, 85 German Stock Corporation Act (“AktG“), are appointed by the Supervisory Board for a maximum term of five years. Reappointments or extensions to the tenure period are permitted for a maximum of five years in each case.

Capital increases

Through a resolution of the Annual General Meeting on May 23, 2018, the Management Board was authorized to increase the subscribed capital once or repeatedly by € 12,630,602.24 or 4,933,829 shares, in exchange for cash or contributions in kind (Authorized Capital 2018). This authorization is valid until May 23, 2023 and requires the consent of the Supervisory Board.

According to the resolution of the Annual General Meeting on May 22, 2014, the Management Board is authorized to issue fractional bonds with option or conversion rights or conversion obligations, profit participation rights or participating bonds (or combinations of these instruments) with an aggregate nominal value of up to € 200,000,000.00 and to grant the holders conversion rights for up to 2,466,914 no-par bearer shares of the Company having a pro-rata amount of up to € 6,315,299.84 of the share capital. This authorization is valid until May 21, 2019, and requires the consent of the Supervisory Board.

Share buyback

At the Annual General Meeting on May 21, 2015, the shareholders authorized Pfeiffer Vacuum to buy back treasury shares in accordance with § 71 Sub-Para. 1, No. 8, German Stock Corporation Act (“AktG“). This authorization covers the buyback of a proportionate amount of the Company’s share capital of up to € 2,526,120.70 (986,766 shares, representing 10 % of the share capital at the time the resolution was adopted), requires the consent of the Supervisory Board for execution and is valid through May 20, 2020. The Corporate Group does not own treasury shares as at December 31, 2017 and 2016.

back to top

Markets and market position

Sales by markets

Products from Pfeiffer Vacuum are employed in numerous industry markets. Over 14,000 customers trust in the reliability of our products. Pfeiffer Vacuum divides these customers into the following markets: semiconductor, industry, coating, analytics, and research & development.

As far as the positioning of these markets is concerned, only a limited amount of data is available regarding the size of the entire market and individual market segments. Based on surveys conducted by the German Engineering Federation (VDMA) as well as our own estimates, we expect to take the leading market position in the market segments of industry, coating, analytics, and research & development. In the semiconductor market segment, we should rank second.

Without vacuum technology, a number of innovative processes would be inconceivable, such as in nanotechnology, in producing LEDs or in scientific research. Many of these new technologies create innovative products and production processes. Strong advances in people’s personal and professional communication patterns, for example, are bringing forth ever more new technologies in the semiconductor industry. The rising demand for energy coupled with the need to conserve resources is leading to a steadily increasing amount of new developments in the field of energy supply. These, and further social and industrial trends, are typically producing additional marketing opportunities for Pfeiffer Vacuum. Our strengths include the ability to serve all markets, which makes us largely independent of developments in individual market segments.

Pfeiffer Vacuum Market Segments

Semiconductor

Our vacuum pumps are required in the semiconductor industry for the production of microprocessors and handling systems. Customers in this industry predominantly require a large number of medium-sized and large backing pumps, but also turbopumps, as well as measurement equipment. Chip manufacturers can significantly increase their yield with our decontamination systems. The semiconductor industry itself particularly benefits from the changes in communication technology. New fields of application for vacuum arise, for example, in nanotechnology. Our customers are increasingly located in Asia, and also in the United States, as well as – to a lesser extent – in Europe.

Industry

In this segment, we combine a heterogeneous category of industrial customers who require our vacuum solutions for specific production steps. Industrial trends such as quality improvement, energy supply, and conservation, mobility or environmental protection are currently leading to new fields of application. Examples include metallurgy, tube production, as well as air conditioning and refrigeration technology. A further field of application is solar thermal energy. The absorber tubes needed for this technology are evacuated by using our pumping stations as well as continuously being tested for leaks with our leak detectors. Our customers in the industrial segment primarily come from Europe, as well as from the United States, and increasingly from Asia.

Analytics

Our largest customers in this market are so-called OEM (Original Equipment Manufacturer) customers, i.e. manufacturers of industrial systems or analytical instruments. Complex analytical devices such as scanning electron microscopes are primarily employed for industrial quality control. This industry is characterized in particular by megatrends such as Life Science, Biotechnology, and Security. Ever smaller and lighter portable analyzers are required in environmental technology, in security technology or for doping analyses. The analytical industry therefore typically requires small and medium-sized turbopumps along with backing pumps and measurement equipment. Our major customers in this market are located in the United States, Japan, the United Kingdom, and Germany.

Research & Development

Collaboration with research facilities enjoys a long tradition at Pfeiffer Vacuum. Whether in physics or chemistry laboratories at universities, prominent research institutions like the Fraunhofer and Max Planck Institutes or in large multinational research facilities – all of them rely upon the quality and dependability of our mass spectrometers, leak detectors, or vacuum solutions. Working in close cooperation with research facilities in Europe, the United States, and Asia, new applications arise continuously in the fields of energy supply or healthcare technology.

Coating

Without vacuum, many things that are used in daily life could not be produced in the desired quality. The antireflective coatings on eyeglass lenses, the coatings within flat screen manufacturing, the coatings on Blu-ray discs or on high-quality bathroom faucets and fittings as well as the coatings on solar cells or architectural glazing are produced in vacuum chambers, for example. High-quality tools are coated and hardened under vacuum to make them even more durable. One significant megatrend in this segment is the orientation towards regenerative energies, such as solar energy. What is predominantly required in the coating industry are medium-size and large backing pumps and turbopumps as well as measurement equipment and complete vacuum systems. Our customers are located in all industrial nations.

back to top

Strategy and control

Strategy

Corporate Management

The Management Board of Pfeiffer Vacuum Technology AG assumes responsibility for the strategic leadership of the Corporate Group.

The Group companies were allocated to the business units “Semiconductor & Coating” or “Analytics & Industry” according to the focus of their operations and the market potential. They are directly subordinated to this business unit, and their comprehensive regional responsibility for all market segments continues to apply unchanged.

All subsidiaries in the Group therefore have self-directed managements and essentially make their own decisions within central guidelines on how to attain the targets that have been defined by Corporate Headquarters and the business unit (sales, EBIT margin and earnings before taxes). The supervisory bodies of the subsidiaries, whose composition also includes members of the Management Board of Pfeiffer Vacuum Technology AG, the heads of the business units or Headquarters in Asslar, Germany, must be involved in the case of major decisions.

Steering instruments

All subsidiaries are steered by Corporate Headquarters in Asslar through the stipulation of annual sales and profitability targets (“Management by Objectives”), and thus primary steering lies with the legal entities in the regions.

The achievement of these targets is monitored by means of detailed target/actual comparisons and variance analyses within the framework of monthly reporting, which was expanded to market information, to additionally take account of the requirements of the business unit structure. This ensures that undesirable trends will be identified and corrected early on. Monthly conference calls with the management of the subsidiaries additionally ensure that all business development questions are discussed. In addition, face-to-face meetings with staff at the local site are held by Group and business unit management. For countries in which Pfeiffer Vacuum is not represented directly through a subsidiary, the sales targets are agreed with the local distribution partner. Here, too, the achievement of sales targets is measured by means of target/actual comparisons. A further steering instrument consists of the variable remuneration of the local management of the non-German subsidiaries and of the sales staff. This sensitizes employees to cost structures, and so to the Company’s long-term success, even if they do not work in areas of the Company which have a direct influence on sales.

back to top

Directors' Dealings

Releases pursuant to Article 19 of the Market Abuse Regulation (EU/596/2014)

No releases since 2015.

Risk management and risks

Poor economic growth, loss of market share, failure to identify new technologies, foreign exchange risks, loss of employee knowledge, quality problems, supplier and customer insolvencies, criminal acts, data losses and natural disasters are risks that could threaten our corporate success.

Risks have to be identified early on in order to be able to initiate suitable measures for minimizing or eliminating these risks. Our risk management system, which is being evolved from year to year, is of key importance in this connection. We are proud that our risk management system is not only being documented but is, first and foremost, being lived. The Management Board, our executives and staff perform their duties with an enormous sense of responsibility. A risk coordinator was appointed in 2002. He will regularly

conduct risk analyses with the corresponding employees and compile timely reports. Moreover, he will initiate and monitor proper execution of adopted risk avoidance and containment measures, as well as expansion of the system. The objective is to heighten the awareness of everyone in the Company and to involve and commit them to implement the measures that have been adopted.

Risk reports are submitted to the Risk Committee, which comprises the Management Board, department heads and the risk coordinator, for information and decision. Known risks are categorized and assessed. This assessment is followed by a plan of action for minimizing risks. In the future, all department heads will be required to comment on risk development on a quarterly basis. The purpose of the risk inventory is to identify new and unknown risks early on.

Risk and Action

World economic growth

Risk: As a globally operating enterprise, one major risk for Pfeiffer Vacuum is the development of the world economy. Declining world economic growth has a direct impact on our corporate success. This can result in lower sales and earnings.

Action: We have to respond to economic change with relatively swift cost-cutting measures. Cutting back on less urgent investments, making optimum use of existing resources and reducing overcapacities are several typical examples.

back to top

Market and competition

Risk: Loss of market share and name recognition.

Action: Ongoing customer contact and the market intimacy that this brings supplies us with important information about the needs of our customers. We utilize the information about technology needs that we gain from the marketplace to broaden our competitive edge and name recognition.

back to top

Value added and technology

Risk: Missing out on an innovation that is needed by the market, as well as a decline in the quality of our products and the resulting loss of market share to a substitute developed and marketed by a competitor.

Action: As a result of high barriers to market entry and our present market positioning, this risk is predictable. We have to sustain this good market positioning. Consequently, we continuously invest in the development of new products in order to be able to satisfy our customers’ needs. With these development investments, we will continue to combat the risk of technology losses. As a manufacturer of quality high-tech products, it is especially important that we satisfy this quality standard. Our strict quality controls reduce the risk of quality shortcomings. Please also refer to the section entitled “Environment, Safety and Quality” in this connection.

back to top

Foreign exchange

Risk: Foreign exchange risks exist as a result of the high percentage of our sales that is accounted for by non-Germany business. This poses the risk of potentially negative influences on the percentage of our sales accounted for by the American and British markets, in particular.

Action: We use our foreign exchange management system to minimize this risk. We do not engage in any speculative transactions.

back to top

Production

Risk: Production facility outages as well as our dependence on suppliers and the resulting potential for supply bottlenecks.

Action: We employ modern production machinery and qualified technicians to significantly reduce the risk of production facility outages. This reduces technically related downtimes to a low risk level. We primarily combat the risk of supply bottlenecks by continuously reviewing alternative suppliers. Further action to reduce these kinds of business risks consists of taking out suitable insurance coverage.

back to top

Loss of accounts receivable

Risk: Loss of accounts receivable from customers as a result of a insolvency.

Action: Because of the current economic situation and the risk of insolvencies this entails, we are increasingly focusing on this risk. We reduce the risk of accounts receivable losses with the aid of our rigorous system of accounts receivable management and by monitoring our customers’ payment patterns. is very limited, as none of them accounts for more than10% of our total sales.

back to top

Loss of qualified employees

Risk: As a high-tech manufacturer, we are dependent upon the high level of training and education of qualified employees.

Action: Training and educating young, qualified employees is a method of strategic risk minimization. To minimize operative risks, we provide continuing training and education for our employees and foster self-direction in order to create incentives and gain ideas from our people. An attrition rate of less than 2 %, which is clearly below the industry average, represents a positive signal for us.

back to top

Information technology

Risk: Information technology risks in the form of data losses and system downtime.

Action: We minimize data losses by daily backups of our complete corporate data. Our corporate database, in particular, with which manufacturing operations, materials management, order handling, financial and cost accounting are handled, is subject to a high security standard. All files created by our employees within the server environment are also backed up on a daily basis. Our backup tapes are stored in secure locations that are protected against fire. The activities of our own support team reduce system downtimes to a low level.

back to top