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Previous Corporate Governance Declarations

2010 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2010

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

Evotec AG has complied in 2010 with the recommendations of the Govern-mental 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:

  • The stock option programs in place are based on binding resolutions of several Annual General Meetings.  While the exercise of options under these programs 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 programs were created.
  • Effective 1 July 2010, the Company’s D&O insurance and the deductible contained therein for members of the Management Board were aligned with the latest version of Section 3.8 of the Code and with the regula-tions of the recent Act on the Appropriateness of Management Board Compensation (VorstAG,). 
    The D&O insurance contains a reasonable deductible for members of the Supervisory Board as foreseen by the version of the Code in force before the version published on August 5, 2009.  The Company has decided to stay with an reasonable deductible and to decide at a later point in time about a possible increase as recommended by Section 3.8 of the Code when further information about other companies’ approach is gathered and the Company has a broader understanding of the corporate practice.
  • 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.

December 2010

Management Board                                         Supervisory Board"

NASDAQ Corporate Governance Disclosure
Previous Corporate Governance Declarations

2009 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2009

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

Evotec AG has complied in 2009 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:

  • The stock option programmes in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options 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 relevant comparison benchmarks in the field of German Biotech when the stock option programmes were created.
  • The Company’s D&O insurance includes a reasonable deductible for members of the Management Board and for members of the Supervisory Board as foreseen by the version of the Code in force before the new version was published on 5 August 2009.
    For members of the Management Board the deductible will be aligned with Section 3.8 of the Code in due time in accordance with the regulations of the recent Act on the Appropriateness of Management Board Compensation (VorstAG).
    For members of the Supervisory Board, the Company decided to stay with the current reasonable deductible and to decide at a later point in time about a possible increase as recommended by Section 3.8 of the Code when further information is gathered and the Company has a broader understanding of the corporate practice.
  • 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 the 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.

December 2009

Management Board                                                      Supervisory Board

2008 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2008

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec AG has complied in 2008 with the recommendations of the Governmental Commission on the German Corporate Governance Code as published in the official section of the electronic Federal Gazette and intends to comply in the future with the recommendations of such code, with the following exception:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparison parameters as recommended in Section 4.2.3 of the Code."

December 2008

Management Board     Supervisory Board

2007 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2007

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec AG has complied in 2007 with the recommendations of the Governmental Commission on the German Corporate Governance Code as published in the official section of the electronic Federal Gazette and intends to comply in the future with the recommendations of such code, with the following exception:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparison parameters as recommended in Section 4.2.3 of the Code."

December 2007

Management Board     Supervisory Board

 

 

2006 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2006

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec AG has complied in 2006 with the recommendations of the Governmental Commission on the German Corporate Governance Code as published in the official section of the electronic Federal Gazette and intends to comply in the future with the recommendations of such code, with the following exception:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparison parameters as recommended in Section 4.2.3 of the Code."

December 2006

Management Board     Supervisory Board

 

 

2005 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2005

The Management Board and the Supervisory Board of Evotec AG state in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec AG intends to comply in the future with the recommendations of the Governmental Commission on the German Corporate Governance Code as published in the official section of the electronic Federal Gazette and has complied with such code in 2005 with the following exception:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparison parameters as recommended in Section 4.2.3 of the Code."

December 2005

Management Board     Supervisory Board

 

 

2004 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2004

The Management Board and the Supervisory Board of Evotec OAI AG stated in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec OAI AG intends to comply with the recommendations of the Government Commission's German Corporate Governance Code (revised version as of 21 May 2003) and has complied with such code in 2004 with the following exception:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other performance benchmarks as recommended in the revised version of Section 4.2.3 of the Code. This recommendation will be followed in relevant future proposals to the AGM."

December 2004

Management Board     Supervisory Board

 

 

2003 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2003

The Management Board and the Supervisory Board of Evotec OAI AG stated in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec OAI AG has complied in 2003 and intends to comply in the future with the recommendations of the Government Commission's German Corporate Governance Code (revised version as of 21 May 2003) with the following two exceptions:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparision parameters as recommended in the revised version of Section 4.2.3 of the Code. This new recommendation will be considered for relevant future proposals to the AGM.

With the current Supervisory Board Committee composition, non-chair members of such committees do not receive any additional compensation on top of the base Supervisory Board compensation. It is planned to recommend to the Annual General Meeting scheduled for 1 June 2004 to amend the Company's Articles to fully accommodate the recommendation as described in No. 5.4 of the Code."

December 2003

Management Board     Supervisory Board

 

 

2002 - Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2002

The Management Board and the Supervisory Board of Evotec OAI AG stated in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec OAI AG complies with the recommendations of the "Government Commission's German Corporate Governance Code" with the following exception:

For the members of the Management Board and Supervisory Board, there is a directors' and officers' liability insurance policy in place for the year 2002 with no deductible (Code No. 3.8). It is planned to include a suitable deductible with the renewal of the policy."

December 2002

Management Board     Supervisory Board