EX-1.4 3 f03184exv1w4.htm EXHIBIT 1.4 exv1w4
Exhibit 1.4
ENGLISH TRANSLATION
Rules of Procedure
for the Investment, Finance and Audit Committee
of the Supervisory Board of Infineon Technologies AG
— November 2009 version —
The Investment, Finance and Audit Committee (“Committee”) of Infineon Technologies AG adopts the following Rules of Procedure:
§ 1
General
(1) The Committee shall conduct its business and carry out its duties pursuant to the provisions of law, the Articles of Association, the Rules of Procedure of the Supervisory Board and these Rules of Procedure and in line with the guidelines of the German Corporate Governance Code. Its members have the same rights and duties insofar as neither law nor the Articles of Association nor, to the extent permitted by law or the Articles of Association, the Rules of Procedure of the Supervisory Board or these Rules of Procedure determine differently. They are not bound by any orders or directives and are only obligated to further the good of the Company.
(2) The Committee has the functions determined by applicable legal requirements, tasks assigned by the Supervisory Board in individual cases or generally by these Rules of Procedure.
§ 2
Chairman; Composition; Compensation
(1) The Committee shall select a chairman from among its members.
(2) All members of the Committee must be independent of the Company within the meaning of applicable law and the rules of the capital markets on which the securities of the Company are listed or which are otherwise applicable.
(3) Each member of the Committee must maintain a degree of knowledge of bookkeeping and accounting necessary or sensible for the fulfilment of the duties of the Committee. At least one member of the Committee must be a “financial expert” (within the meaning of US law).
(4) Compensation for members of the Committee is determined by the Articles of Association of the Company and the resolutions of the General Shareholders

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Meeting. No member of the Committee may accept any additional compensation from the Company, with the exception of compensation for employees of the Company in connection with their employment duties.
§ 3
Duties of the Committee
(1) The duties of the Committee include in particular:
     (i) Questions regarding financial accounting, in particular monitoring the financial accounting process.
     (ii) Preparation for the Supervisory Board’s approval of the annual financial statements and the consolidated financial statements; for these purposes it is incumbent on the Investment, Finance & Audit Committee to review the preliminary annual financial statements and consolidated financial statements, the combined operating and financial reviews, the recommendation for the appropriation of profits as well as to discuss the auditor’s report with the external auditor.
     (iii) Review of interim financial reports to be made public or to be filed with stock exchange authorities, and discussion with the Management Board.
     (iv) Questions regarding the independence of the auditor and obtaining a statement confirming the independence of the auditor, proposal of a candidate to be recommended by the Supervisory Board for election as auditor by the General Shareholders Meeting, appointment of the auditor for the audit of the annual and consolidated financial statements and the review of the interim financial statements including determination of the key areas of auditing, the granting of exceptional approvals for advisory services by the auditor and the exercise of oversight over the auditor, including overseeing the additional services performed by the auditor.
     (v) Monitoring the effectiveness of the internal control system.
     (vi) Determination of a procedure that makes it possible for employees of the Company to anonymously and confidentially report to the Committee complaints regarding accounting and auditing practices of the Company; and pursuant to which such complaints which have been received by the Company from third parties shall be forwarded to the Committee.
     (vii) Consent to the resolution of the Management Board or a specially designated committee of the Management Board regarding an increase in the capital by means of the issuance of new shares out of approved and or conditional capital to the extent that they are not to be issued to employees or issued against redemption of subscription rights in connection with a share option plan.
     (viii) Consent to the resolutions of the Management Board with respect to the exercise of the authority granted by the General Shareholders Meeting regarding the issuance of options or convertible securities, in particular the determination of borrowing limits and the possible exclusion of pre-emptive rights.

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     (ix) Preparation of investment and disinvestment decisions of the plenum.
     (x) Monitoring the effectiveness of the internal risk management system.
     (xi) Monitoring the effectiveness of the internal revision system.
     (xii) Discussion of matters regarding compliance with legal requirements and the Company’s internal compliance directives as well as oversight of the Company’s compliance system.
(2) In addition the Committee supports the Supervisory Board in the oversight of management. It may for this purpose in particular exercise the special inspection and review rights of the Supervisory Board pursuant to Section 111 paragraph 2 of the Stock Corporation Act.
(3) The Committee may through its Chairman at any time pose questions to the auditor and discuss these. It may request all reports from the auditor that must be prepared pursuant to applicable legal or other requirements. In addition it may discuss with the auditor problems with or in connection with the audit.
(4) The Committee reports regarding its work through the Chairman to the Supervisory Board; the reports are made in the regularly scheduled meetings of the Supervisory Board; in urgent cases the Chairman of the Committee may also advise the Supervisory Board outside of regular meetings. The Committee regularly reviews the efficiency of its work; this review may also take place in the context of an efficiency review of the Supervisory Board.
§ 4
Convening of Meetings
(1) The meetings of the Committee take place regularly, at least once per calendar quarter if possible. In addition they will be convened when necessary to the fulfilment of the duties of the Committee.
(2) Meetings of the Committee shall be announced by the Chairman in writing, by fax or by electronic media or by telephone on at least two weeks notice. In connection therewith the day of sending of the notice and the day of the meeting will not be included in the calculation. To meet the deadline, timely mailing shall suffice. In urgent cases, the Chairman can shorten the notice period to 3 days. The Committee will be convened if 2 of its members so demand, providing a statement of the reasons therefore.
(3) The notice of meeting shall be accompanied by notice of the place and time of the meeting as well as the agenda to the extent possible.
(4) The meetings shall take place at the headquarters of the Company if the Chairman of the Committee has not determined another place.

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§ 5
Passing of Resolutions
(1) Resolutions of the Committee shall generally be passed at meetings. Meetings of the Committee may also be held in the form of a telephone or video conference and individual members of the Committee may participate in the meetings by way of telephone or video communication. At the order of the chairman of the Committee, the Committee may also pass resolutions without holding meetings by submitting votes to the chairman of Committee in writing, by telephone, fax or telex, or using other means of telecommunication expressly including e-mail. Objections to this procedure are not permitted.
(2) The Committee has a quorum when its members have been summoned in accordance with these regulations and at least 3 members take part in determination of resolutions. Therefore, any casting of votes pursuant to paragraphs 1 and 7 shall be deemed as participation. A member also takes part in the determination of resolutions if he abstains.
(3) Items on the agenda that have not been properly announced can only be resolved at a meeting if none of the Committee members who are present at the meeting objects. Members of the Committee who are absent shall be given an opportunity to object or cast their vote in writing within a reasonable period of time as determined by the chairman of the Committee. The resolution shall become effective if no absent members of the Committee object within this time period.
(4) Resolutions of the Committee require approval by a simple majority of votes cast, unless otherwise required by law. This also applies to elections.
(5) In the event of a tie, a new vote will be held in which the Chairman shall have two votes.
(6) Minutes shall be taken of the meetings and resolutions of the Committee if so determined by the Chairman. These shall be signed by the Chairman of the Committee and the minutes of meetings shall also be signed by the minute taker. Each member of the Committee shall then receive a draft. The minutes shall include the place and day of the meeting, the participants, the items on the agenda, the essential points of the discussion and the resolutions adopted by the Committee.
(7) An absent member of the Committee can cast his vote through delivery of his written vote by another Committee member.

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§ 6
Conflicts of Interest
Each member of the Committee must avoid conflicts of interest and where unavoidable must resolve them in favour of the Company. Such conflicts of interest must be reported to the Committee by the Member concerned. If the matter may not otherwise be resolved the Committee Member must resign from the Committee. In the event of doubt the Supervisory Board shall decide in these matters.
§ 7
Confidentiality
Section 11 of the Rules of Procedure of the Supervisory Board also applies to the work of the Committee, in particular for all confidential information and secrets of the Company as well as for the contents and proceedings of the Committee meetings, proposed resolutions and resolutions.
§ 8
Effectiveness
These Rules of Procedure of the Committee became effective as of November 26, 2009. Any amendments will become effective upon the adopting of the respective resolution or at the time specified in the respective adopting resolution.
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