An effective Corporate Governance is crucial for the management of a company's business affairs as well as for money market communication. This has always been of utmost significance to Evotec. Our commitment to higher Corporate Governance standards is our chance to
- demonstrate to the market participants our dedication to well-balanced and transparent rules and
- internally emphasise the importance of our clearly defined management tools and responsibilities.
Declaration on the German Corporate Governance Code for the Year 2012
The German Corporate Governance Code as amended on 15 May 2012 (the ‘Code’) sets forth substantial legal requirements for the management and supervision of listed German companies. The rules are based to a large extent on internationally recognized standards for sound and responsible company management.
The general key principles of sound Corporate Governance are: observance of shareholder and employee interests, effective cooperation between the Management Board and the Supervisory Board and open and transparent communication.
With four exceptions, Evotec complies with all recommendations of the Code and the majority of the Code's suggestions. In December 2012, Evotec's Management Board and Supervisory Board declared in accordance with Section 161 of the German Stock Corporation Act (AktG):
Evotec AG has complied in 2012 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the “Code”) as published in the official section of the electronic Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exceptions:
- To incentivise executives via variable long-term incentive compensation, the 2012 Annual General Meeting in June approved so called Share Performance Plan 2012 (SPP 2012). This complies with the recommendations set forth in Section 4.2.3 of the Code. In particular, it refers to specific key performance indicators and defines a “Maximum Target”. From 2012 onwards, the Share Performance Plan 2012 replaces Evotec’s Stock Option Scheme. Stock options issued in existing stock option schemes remain valid. While the exercise of options under these programmes requires an increase of the share price, the exercise is not related to other relevant comparison parameters as recommended in Section 4.2.3 of the Code. This decision is based on the lack of relevant comparison benchmarks in the field of German Biotech at the time when the stock option programmes were created.
- The Company’s D&O insurance and the deductible for members of the Management Board contained therein are in line with Section 3.8 of the Code and with the regulations of the Act on the Appropriateness of Management Board Compensation (VorstAG). For members of the Supervisory Board, the D&O insurance contains a reasonable deductible as foreseen by the version of the Code in force before its version published on 5 August 2009. The Company has decided to stick to this reasonable deductible for the time being. This decision was made in view of the Company’s interest to attract international expertise for its Supervisory Board and the fact that a deductible for non-executive directors is not very common in international practice. While almost half of the German companies quoted on the TecDAX do not have a respective deductible at all, the Company believes that a reasonable deductible is a good compromise.
- The Chairman of the Supervisory Board is a member of the committee which handles contracts with members of the Management Board (Remuneration and Nomination Committee), but not Chairman of this committee as recommended by Section 5.2 of the Code. This enables to have a further Supervisory Board member involved more deeply in the governance of the Company.
- The performance-related compensation of the Supervisory Board as approved by the shareholders in Article 12 (4) of the Company’s Articles of Association is currently linked to potential dividend payments. The Company believes that this is sufficient to be deemed to be oriented toward sustainable growth of the enterprise as recommended in Article 5.4.6 para 2 of the Code. However, since it cannot be completely ruled out that this will be interpreted different and for the reasons of precaution, we declare a deviance from the recommendation set forth in Article 5.4.6 para 2 of the Code.
Management Board Supervisory Board
NASDAQ Corporate Governance Disclosure
Previous Corporate Governance Declarations