Supervisory Board   

As stipulated in the current articles of association of Evotec SE, the Company’s Supervisory Board consists of six members, who are elected by simple majority voting by shareholders at the Annual General Meeting. The Supervisory Board members are elected for five years and may be re-elected for a maximum of two full terms of office. As of the next election, a shortening of the five-year term of office is planned, as well as a staggering of the terms of office and a limitation of the total time in years instead of terms of office. The term of office of all the Supervisory Board members ends at the close of the Annual General Meeting 2024 that passes a resolution on discharging the Supervisory Board members of liability for the Company’s 2023 financial year. 

 

Prof. Dr Iris Löw-Friedrich Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE

Prof. Dr Iris Löw-Friedrich (born in 1960, German citizen) was appointed Member of the Supervisory Board on 17 June 2014 and was re-elected as Member of the Supervisory Board by the Annual General Meeting 2019 on 19 June 2019 for a term of five years. Since 15 June 2021 she has been serving as chairwoman of the Supervisory Board. Her current term will expire at the end of the Annual General Meeting held in the year 2024.

Since March 2008, Prof. Dr Iris Löw-Friedrich is serving as Chief Medical Officer and Executive Vice President Development and Medical Practices of UCB S.A., Brussels (Belgium).

From 2001 to 2009, Prof. Dr Löw-Friedrich was a member of the Executive Board of Schwarz Pharma AG, Monheim am Rhein, with global responsibility for research and development. From 2000 to 2001, she served as Vice President Global Projects at BASF Pharma, Ludwigshafen.

From 1992 to 2000, Prof. Dr Löw-Friedrich held various positions in the area of drug development at Hoechst AG, Frankfurt am Main, lastly as Vice President Clinical Development at Hoechst Marion Roussel/Aventis, Bridgewater, NJ, USA.

Since April 2014, she has been Member of the Board of Directors at TransCelerate BioPharma Inc (Chairman of the Board of Directors from September 2015 until September 2017). TransCelerate BioPharma Inc is a non-profit organisation with membership of 20 major life science companies, including UCB. Since April 2019, she is also a member of the Board of Directors of PhRMA Foundation in Washington DC (US).

Since May 2016, Prof. Dr Löw-Friedrich has been serving as Member of the Supervisory Board of Fresenius SE & Co. KGaA. Prof. Dr Löw-Friedrich began her career in 1985 as a physician in the field of internal medicine at the University of Frankfurt/Main, Medical School, where she has also been a clinical professor for internal medicine since 2000.

She studied medicine at the University of Frankfurt/Main, receiving her doctorate from this university in 1985.

Prof Dr Iris Löw-Friedrich is independent in the opinion of the Company. Her position on the Executive Board of UCB S.A., which has a business relationship with Evotec SE, does not constitute dependency. Business relationships constitute a material and prolonged conflict of interest only in exceptional cases. The Supervisory Board has no influence on the volume of orders or the continuation or expansion of business relationships. This is the responsibility of the Management Board of Evotec SE, which not only represents the Company (section 78 of the German Stock Corporation Act (AktG)), but also makes decisions on these matters under its own responsibility (section 76, paragraph 1 of the German Stock Corporation Act (AktG)). There is also no intersecting executive body position.

 

Latest update: June 2022

Roland Sackers Chief Financial Officer and Managing Director of QIAGEN N.V., Vice Chairman of the Supervisory Board of Evotec SE

Mr Roland Sackers (born in 1968, German citizen) was appointed Member of the Supervisory Board on 19 June 2019 for a term of five years. Since 15 June 2021 he is Vice Chairman of the Supervisory Board. His current term will expire at the end of the Annual General Meeting held in the year 2024.

Mr Sackers has been serving as Chief Financial Officer of QIAGEN N.V. since January 2004. In this position, he is responsible for developing and executing the long-term financial planning, which is the foundation for the company’s accelerated growth strategy.

Prior to joining QIAGEN in 1999, Mr Sackers served as Auditor at the auditing company Arthur Andersen.

Mr Sackers received his master’s degree in Business Administration from the University of Münster.

He represents QIAGEN as board member of BIO Deutschland e.V. Mr Roland Sackers (CFO of Qiagen N.V.) is independent. Qiagen N.V. has no significant business relationship with Evotec SE, and no other circumstances leading to dependency are apparent.

 

Latest update: June 2021

Camilla Macapili Languille Head of Life Sciences, Mubadala Investment Company

Mrs Camilla Macapili Languille (born 1983, Canadian citizen) was appointed Member of the Supervisory Board on 22 June 2022. 

Camilla Macapili Languille is an investment expert with some 20 years of experience in business development, asset management and M&A in Europe, North America and Middle East and North Africa (MENA). She has worked in various areas of corporate finance and principal investment, with a focus on healthcare, technology and industrial companies.

Camilla Macapili Languille leads the Life Sciences investments team at Mubadala Investment Company ("MIC"), a sovereign wealth fund based in Abu Dhabi with total assets of some USD 280 billion. This team invests in the international healthcare industry in the fields of pharmaceuticals, biotechnology, medical devices, life science tools and diagnostics, healthcare IT, and services across various assets with a focus on private equity. She is currently a member of the Direct Investments Committee of Mubadala and serves on the boards of PCI Pharma, Envirotainer, Norstella and Evotec. She has previously served on the boards of Envision Pharma Group, Rodenstock, and Outset Medical.

Before founding the Life Sciences investment team, Camilla Macapili Languille managed MIC’s investments in Advanced Micro Devices (“AMD”) and Globalfoundries and was responsible for business development in the technology sector. She also led MIC’s investments in two power plants in Oman and Algeria, a goldmine in Colombia and a district cooling plant, Tabreed, and was responsible for business development for MIC in the field of conventional energy.

Before joining Mubadala, Camilla Macapili Languille worked in M&A for Daiwa Capital and Société Générale in Paris, France, where she specialised in cross-border transactions in various sectors. She also worked as an investment manager at the London headquarters of the Virgin Group, where she managed the special situations portfolio, was involved in the establishment of Virgin Healthcare, and was a director of several companies

Camilla Macapili Languille began her career in healthcare M&A at JPMorgan in New York and London, where she focused on pharma, medtech and biotech.

Camilla Macapili Languille holds a Bachelor of Economics & Political Science degree from Columbia University, which she completed summa cum laude in 2004. She grew up in an international environment and has lived in 14 countries on four continents. She speaks fluent English and French.

Her long-standing, wide-ranging experience in the pharmaceutical and biotech sectors mean she has extensive knowledge of the industry. Her particular investment expertise makes Ms Macapili Languille an ideal addition to the range of competences represented on the potential Supervisory Board of Evotec SE.

 

Latest update: April 2023

Dr Mario Polywka Consultant

Dr Mario Polywka (born in 1963, British citizen) was appointed Member of the Supervisory Board on 19 June 2019 for a term of five years. His current term will expire at the end of the Annual General Meeting held in the year 2024.

Dr Polywka retired from the Management Board of Evotec AG effective 31 December 2018. Until then, he served as member of the Management Board and Chief Operating Officer of Evotec AG since 28 November 2007.

In 1991, he was a founding chemist of Oxford Asymmetry International plc (OAI), became Director of Chemistry in 1993 and a Board Director in 1996. In 1999, Dr Polywka was appointed Chief Operating Officer and in 2000 Chief Executive Officer of OAI. Following the merger of EVOTEC BioSystems AG with OAI in 2000 he was Chief Operating Officer until 2002. Between 2002 and 2004, Dr Polywka ran a number of spin-out companies from Oxford and Southampton Universities.

Dr Polywka received his Bachelor’s degree from Hertford College, Oxford University and his Doctorate from the University of Oxford in mechanistic organometallic chemistry with Professor Steve Davies and continued at Oxford with post-doctoral studies on the biosynthesis of Penicillin with Professor Sir Jack Baldwin. He held a number of college teaching posts at Oxford University between 1988 and 1994.

Dr Polywka is a Fellow of the Royal Society of Chemistry and has a number of publications and patents mainly in the field of asymmetric synthesis.

In May 2017, Dr Mario Polywka became a member of the Board of Directors of Forge Therapeutics, Inc. and in September 2017, Dr Mario Polywka also joined the Board of Directors of Exscientia Ltd. In September 2019, Dr Polywka was appointed Non-Executive Director at the UK biotech company Orbit Discovery, and has accepted a position as Senior Advisor with MCF Corporate Finance. He has served as Non-Executive Director at UK based company C4X Discovery Holdings PLC since December 2021.

Dr Mario Polywka, who served as COO of Evotec until 31 December 2018 and who was elected to the Supervisory Board on the recommendations of a group of shareholders who together hold more than 25% of the total number of voting rights in the Company, is regarded as not independent.

 

Latest update: June 2022

Dr Elaine Sullivan Non-Executive Director at the IP Group plc, hVIVO plc and Nykode Therapeutics ASA

Dr Elaine Sullivan (born in 1961, British citizen) was appointed Member of the Supervisory Board on 09 June 2015 and was re-elected as Member of the Supervisory Board by the Annual General Meeting 2019 on 19 June 2019 for a term of five years. Her current term will expire at the end of the Annual General Meeting held in the year 2024.

Elaine is a Non-Executive Director at the IP Group plc, hVIVO plc and Nykode Therapeutics ASA and chair of the R&D committee. She has over 25 years of international experience working in the pharmaceutical and biotech industry. She co-founded and was CEO of Carrick Therapeutics, a European oncology company, which raised € 95 m in Series A funding. Elaine was the CEO of Keltic Pharma Therapeutics, a company with a focus on severe asthma, neuropsychiatric disorders, and malaria. 

Elaine has worked as part of the most senior R&D management teams at Eli Lilly and AstraZeneca. She served as Vice President Global External Research and Development at Eli Lilly & Company, Inc., Indianapolis, USA, where she led a global workforce delivering access to business-critical external innovation. She was a member of the investment committees of Lilly Ventures and Lilly Asian Ventures and the steering committees of Lilly’s Capital Fund partners. 

Prior to joining Eli Lilly, Elaine was Vice President R&D, New Opportunities at AstraZeneca. In this role, she led the virtual therapy disease function which pinpointed new disease areas and created new therapeutic applications for multiple molecular entities and advanced them into the clinic. As Vice-President, Science & Technology at AstraZeneca, Elaine was focused on acquiring new technologies. She has successfully delivered over 250 collaborations and transactions including spinouts, joint ventures, strategic partnerships and acquisitions. 

Elaine holds a doctorate in Molecular Biology and Virology from the University of Edinburgh, UK, and a bachelor’s degree in Molecular Biology from the University of Glasgow, UK.

Dr Elaine Sullivan (the former CEO of Carrick Therapeutics Ltd) is independent. Evotec SE holds approximately 4.5% of the shares in Carrick Therapeutics Ltd., and it is not a significant partner of Carrick Therapeutics Ltd. at present.

Therefore, for two reasons there is no conflict of interest that could hinder the position of independence:

  1. Evotec SE's participation rights in Carrick Therapeutics Ltd. are exercised by the Management Board of Evotec SE on its own responsibility pursuant to section 76 paragraph 1 of the German Stock Corporation Act (AktG). In particular, a member of the Supervisory Board has no influence on the voting on the resolutions of the shareholders of Carrick Therapeutics Ltd. (e.g. on any formal approval).
  2. There is also no intersecting executive body position, nor are there any other significant connections to members of the company's Management Board through their involvement in other companies or organisations.

 

Latest update: June 2023

Dr Constanze Ulmer-Eilfort Partner of the law firm Peters, Schönberger & Partner (PSP München)

Dr Ulmer-Eilfort (born in 1962, German citizen) has more than twenty years’ experience in advising high-tech, pharmaceutical and media companies on the protection and marketing of their intellectual property rights. As a Partner with PSP München, she advises on a wide range of agreements, including cooperation and licensing agreements, R&D agreements and agreements with academic institutions. 

Previously, Dr Ulmer-Eilfort was a Partner with the international law firm Baker McKenzie where she was also a member of the Global Executive, chairing the Global Financial Committee and overseeing the budgeting process and budget controls worldwide.

Dr Ulmer-Eilfort’s leadership roles in both management and supervisory functions as well as her specialisation in the protection and marketing of intellectual property and corporate governance are an ideal qualification for her membership of the Supervisory Board of Evotec SE.

Dr Ulmer-Eilfort is to be considered as independent as she has no business relationship with Evotec SE and no other circumstances leading to dependency are apparent. She is chairwoman of the advisory committee of S4DX GmbH. Since June 2023 she is member of the supervisory board of Affimed N.V. 

Otherwise she is not a member of any further statutory supervisory boards or similar domestic or foreign supervisory boards of commercial entities in accordance with Sec. 125 para. 1 sentence 5 AktG and recommendation C.14 of the German Corporate Governance Code as amended on 16 December 2019.

 

Latest update: June 2023

Please find more information about all current Supervisory Board members under this link.

 

Tenure and committee membership on the Supervisory Board 

as of June 2023

Initial appointment to the Supervisory Board
 
End of tenure
 
Audit and Compliance Committee
Renumeration and Nomination Committee
ESG Committee
Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board)
2014
2024
X (Chair)
Roland Sackers (Vice Chairman of the Supervisory Board)
2019
2024
X (Chair)
X
Camilla Macapili Languille1)
2022
2024
X
Dr Mario Polywka
2019
2024
X
Dr Elaine Sullivan
2015
2024
X
X
Dr Constanze Ulmer-Eilfort
2021
2024
X
X (Chair)
Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board)  
Initial appointment to the Supervisory Board
 
2014
End of tenure
 
2024
Audit and Compliance Committee
Renumeration and Nomination Committee X (Chair)
ESG Committee
Roland Sackers (Vice Chairman of the Supervisory Board)  
Initial appointment to the Supervisory Board
 
2019
End of tenure
 
2024
Audit and Compliance Committee X (Chair)
Renumeration and Nomination Committee X
ESG Committee
Camilla Macapili Languille1)  
Initial appointment to the Supervisory Board
 
2022
End of tenure
 
2024
Audit and Compliance Committee
Renumeration and Nomination Committee
ESG Committee X
Dr Mario Polywka  
Initial appointment to the Supervisory Board
 
2019
End of tenure
 
2024
Audit and Compliance Committee X
Renumeration and Nomination Committee
ESG Committee
Dr Elaine Sullivan  
Initial appointment to the Supervisory Board
 
2015
End of tenure
 
2024
Audit and Compliance Committee
Renumeration and Nomination Committee X
ESG Committee X
Dr Constanze Ulmer-Eilfort  
Initial appointment to the Supervisory Board
 
2021
End of tenure
 
2024
Audit and Compliance Committee X
Renumeration and Nomination Committee
ESG Committee X (Chair)

Composition of the Supervisory Board: Diversity and independency criteria fullfilled

In accordance with the recommendations of the Code, the members of the Evotec Supervisory Board were selected regardless of their gender, nationality and age, according to their qualifications, professional experience, ability and independence. It should be noted, however, that the Supervisory Board has set an age limit and determined that potential candidates may not be older than 72 years of age when they are proposed for election. In addition, the Supervisory Board currently has defined two full periods of office as the regular limit for membership of the Supervisory Board but plans to adjust this as well with the planned shortening of terms of office at the 2024 Annual General Meeting.

An appropriate proportion of women is also required. To this end the Supervisory Board has set a gender quota requiring a respective proportion of women and men of at least 30%.  

The Supervisory Board has also set concrete targets for its composition and competences and drawn up a Competence and Specialist Knowledge Profile that reflects the Company’s specific situation. Taking the company-specific situation into account, these targets and competence profiles require a majority of the Supervisory Board members to have national and international experience in (i) research and development, (ii) finance, capital markets, law, corporate governance, (iii) marketing, sales and operations, (iv) (public) healthcare and (v) expertise in sustainability topics that are relevant to the Company. Potential conflicts of interest should also be averted by examining potential candidates for the Supervisory Board very closely when they are selected. Furthermore, the Supervisory Board should be composed in such a way that the majority of its members are independent and collectively have the knowledge, skills and functional experience to carry out their tasks properly.

The composition of the Supervisory Board currently meets these targets and competence profiles: From their work in various international companies, all the members have an extensive international professional background. All the members are considered to be independent in accordance with the two-dimensional evaluation criteria of the German Corporate Governance Code, three different nationalities are represented and four members are female. Evotec strives for diversity of opinion, which is ensured by the composition of an internationally experienced Supervisory Board with a broad range of skills.

The current composition of the Supervisory Board conforms to the competence profile as described and last confirmed in 2022 when re-elections to the Supervisory Board were held.

Prof Dr Iris Löw-Friedrich (Chair)
Roland Sackers (Deputy Chair)
Camilla Macapili Languille
Dr Mario Polywka
Dr Elaine Sullivan
Dr Constanze Ulmer-Eilfort
Independent Supervisory Board members
X1)
X
X2)
X3)
X
X
Research and development
X
-
-
X
-
X
Finance and financial markets
-
X4)
X
X5)
X
-
Legal and compliance
-
X
-
-
X
-
ESG and sustainability
X
X
X
-
X
-
Marketing, sales and operations
X
-
-
X
-
X
Healthcare and public health
X
-
X
-
-
X
Age of Supervisory Board candidate does not exceed 72 years at the time of proposal
X
(1960)
X
(1968)
X
(1983)
X
(1963)
X
(1962)
X
(1961)
Regional experience
EU, USA, Asia
EU, USA
EU, USA, MENA
EU, USA
EU
EU, USA, Asia
Female Supervisory Board members
X
-
X
-
X
X
Terms of office starts (max. 2 full terms of office)
X
(2014)
X
(2019)
X
(2022)
X
(2019)
X
(2021)
X
(2015)
Independent Supervisory Board members
Prof Dr Iris Löw-Friedrich (Chair) X1)
Roland Sackers (Deputy Chair) X
Camilla Macapili Languille X2)
Dr Mario Polywka X3)
Dr Elaine Sullivan X
Dr Constanze Ulmer-Eilfort X
Research and development
Prof Dr Iris Löw-Friedrich (Chair) X
Roland Sackers (Deputy Chair) -
Camilla Macapili Languille -
Dr Mario Polywka X
Dr Elaine Sullivan -
Dr Constanze Ulmer-Eilfort X
Finance and financial markets
Prof Dr Iris Löw-Friedrich (Chair) -
Roland Sackers (Deputy Chair) X4)
Camilla Macapili Languille X
Dr Mario Polywka X5)
Dr Elaine Sullivan X
Dr Constanze Ulmer-Eilfort -
Legal and compliance
Prof Dr Iris Löw-Friedrich (Chair) -
Roland Sackers (Deputy Chair) X
Camilla Macapili Languille -
Dr Mario Polywka -
Dr Elaine Sullivan X
Dr Constanze Ulmer-Eilfort -
ESG and sustainability
Prof Dr Iris Löw-Friedrich (Chair) X
Roland Sackers (Deputy Chair) X
Camilla Macapili Languille X
Dr Mario Polywka -
Dr Elaine Sullivan X
Dr Constanze Ulmer-Eilfort -
Marketing, sales and operations
Prof Dr Iris Löw-Friedrich (Chair) X
Roland Sackers (Deputy Chair) -
Camilla Macapili Languille -
Dr Mario Polywka X
Dr Elaine Sullivan -
Dr Constanze Ulmer-Eilfort X
Healthcare and public health
Prof Dr Iris Löw-Friedrich (Chair) X
Roland Sackers (Deputy Chair) -
Camilla Macapili Languille X
Dr Mario Polywka -
Dr Elaine Sullivan -
Dr Constanze Ulmer-Eilfort X
Age of Supervisory Board candidate does not exceed 72 years at the time of proposal
Prof Dr Iris Löw-Friedrich (Chair) X
(1960)
Roland Sackers (Deputy Chair) X
(1968)
Camilla Macapili Languille X
(1983)
Dr Mario Polywka X
(1963)
Dr Elaine Sullivan X
(1962)
Dr Constanze Ulmer-Eilfort X
(1961)
Regional experience
Prof Dr Iris Löw-Friedrich (Chair) EU, USA, Asia
Roland Sackers (Deputy Chair) EU, USA
Camilla Macapili Languille EU, USA, MENA
Dr Mario Polywka EU, USA
Dr Elaine Sullivan EU
Dr Constanze Ulmer-Eilfort EU, USA, Asia
Female Supervisory Board members
Prof Dr Iris Löw-Friedrich (Chair) X
Roland Sackers (Deputy Chair) -
Camilla Macapili Languille X
Dr Mario Polywka -
Dr Elaine Sullivan X
Dr Constanze Ulmer-Eilfort X
Terms of office starts (max. 2 full terms of office)
Prof Dr Iris Löw-Friedrich (Chair) X
(2014)
Roland Sackers (Deputy Chair) X
(2019)
Camilla Macapili Languille X
(2022)
Dr Mario Polywka X
(2019)
Dr Elaine Sullivan X
(2021)
Dr Constanze Ulmer-Eilfort X
(2015)

1) Management Board member of UCB: the commercial relationship with UCB as a customer of Evotec is considered to be immaterial (approx. 0.5% of Group revenue in 2022)

2) Head of Life Sciences at Mubadala Investment Company: Mubadala Investment Company holds some 7% of the shares in Evotec, but does not exercise control within the meaning of C.9 GCGC

3) The cooling-off period defined in C.7 DCGK ended at the close of 2020

4) Experience of auditing and accounting

5) Experience of accounting

 

The members of the Supervisory Board attend any training courses necessary for the performance of their duties of their own accord.

 

Election of Supervisory Board Members

The Supervisory Board Chair coordinates the work of the Supervisory Board and represents the Supervisory Board externally. The Supervisory Board Chair is available to shareholders to discuss topics specific to the Supervisory Board. 

The Supervisory Board appoints and dismisses the members of the Management Board and advises and supervises the Management Board on the management of the Company. Frank discussions take place between the Management Board and Supervisory Board, which both parties ensure remain confidential. The Supervisory Board, in particular the Supervisory Board Chair, are in regular contact with the Management Board. The Management Board reported to the Supervisory Board in numerous conference calls, which were arranged as needed, and provided ongoing written and oral reports and information in the form of detailed analysis of the Company’s operating business and other topics such as strategy, planning, risk management and compliance management systems.

In line with recommendation D.7 of the Code, the Supervisory Board met regularly for the scheduled Supervisory Board meetings without the Management Board.

More information about the Supervisory Board can be found in the Declaration of Corporate Management as well as in the Supervisory Board Report. Please find the respective documents for Download below.

 

Supervisory Board meetings

The articles of association provide for Supervisory Board resolutions to be adopted in meetings as a rule. However, meetings may be held and resolutions adopted in writing, by phone, or by means of electronic or other communications technologies, if the Supervisory Board Chair so decides in any specific case. The articles of association also stipulate that the Supervisory Board is quorate when more than half its members take part in the resolution in person or by voting in writing or any other permissible form. Otherwise, the Supervisory Board is to be convened again, with a period of two weeks between the date of the invitation and the meeting. The Supervisory Board is then quorate when at least three members take part in the resolution. Absent members can take part in the Supervisory Board resolution by casting their vote in writing. Supervisory Board resolutions are passed by a simple majority of votes cast. The Supervisory Board has also adopted Rules of Procedure (see www.evotec.com; heading IR & ESG). 

It is ensured that every Supervisory Board member has sufficient time for the exercise of their duties. None of the Supervisory Board members has a seat on more than five supervisory boards of publicly listed entities outside the Group. Equally, none of the Supervisory Board members with a seat on the management board of a publicly listed entity holds more than two supervisory board seats on publicly listed entities within the Group or has comparable functions, nor chairs the supervisory board of any publicly listed entity outside the Group. 

The Supervisory Board was not aware of any conflicts of interests affecting its members in 2022. 

The Supervisory Board has its own internal rules of procedure. Please find below the Rules of Procedure of the Supervisory Board for Download.

 

Supervisory Board committees

(as of June 2023)

Audit and Compliance Committee
Remuneration and Nomination Committee
ESG 
Prof. Dr Iris Löw-Friedrich (Chairperson)
X (Chair)
Roland Sackers (Vice Chairman)
X (Chair)
X
Camilla Macapili Languille
X
Dr Mario Polywka
X
Dr Elaine Sullivan
X
X
Dr Constanze Ulmer-Eilfort
X
X (Chair)
Prof. Dr Iris Löw-Friedrich (Chairperson)  
Audit and Compliance Committee
Remuneration and Nomination Committee X (Chair)
ESG 
Roland Sackers (Vice Chairman)  
Audit and Compliance Committee X (Chair)
Remuneration and Nomination Committee X
ESG 
Camilla Macapili Languille  
Audit and Compliance Committee
Remuneration and Nomination Committee
ESG  X
Dr Mario Polywka  
Audit and Compliance Committee X
Remuneration and Nomination Committee
ESG 
Dr Elaine Sullivan  
Audit and Compliance Committee
Remuneration and Nomination Committee X
ESG  X
Dr Constanze Ulmer-Eilfort  
Audit and Compliance Committee X
Remuneration and Nomination Committee
ESG  X (Chair)

The activities of the Supervisory Board comply with the Corporate Governance Code

An important part of the Supervisory Board work takes place in committees. In accordance with the requirements of the German Stock Corporation Act (AktG) and the recommendations of the Code, the Supervisory Board of Evotec SE has formed an Audit and Compliance Committee, a Remuneration and Nomination Committee, and for the first time in 2022 an ESG Committee. The committees are staffed in accordance with the Code.

 

The Audit and Compliance Commitee

The three-member Audit and Compliance Committee supports the Supervisory Board with its independent supervision of financial reporting and its audit as well as non-financial reporting. The Audit and Compliance Committee particularly reviews the financial reporting processes, the effectiveness of the internal control system and the audit of the financial statements. This includes discussing with the Management Board the interim and half-year reports and the risk management and compliance management systems, including IT and cyber security. The Audit and Compliance Committee also reviews any transactions with related parties. In addition, the Audit and Compliance Committee discusses with the appointed auditors the individual audit stages and procedures in the context of the audit engagement assigned by the Supervisory Board, including the independence and quality of the auditors, any additional services provided by the auditors, the appointment of the auditors, the definition of the focal points of the audit, the fee agreement and compliance topics. In the context of preparing and carrying out the audit the Audit and Compliance Committee communicates regularly with the auditors without the involvement of the Management Board.

Please find below the Audit Committee’s charter for download.

The Remuneration and Nomination Committee

The Remuneration and Nomination Committee is primarily responsible for preparing the appointment of Management Board members and preparing the remuneration system for the Management Board, including the Share Performance Plan. Resolutions on these topics are taken by the full Supervisory Board. 

Please find below the charter of the Remuneration and Nomination Committee for download.:

The ESG Committee

In view of the increasing importance of environmental, social and governance (ESG) aspects, the Supervisory Board formed an ESG Committee in 2022. It is made up of three Supervisory Board members, who are supported by the CEO, the Global Head of HR and the Head of Global Investor Relations & ESG. Alongside the Management Board the ESG Committee defines on an ongoing basis which priorities Evotec sets in terms of environmental, social and governance policy, and advises on and monitors their implementation.

Please find below the charter of the ESG Committee:

 
Attendance at meetings of the Supervisory Board and its Comittees 2022

 

Supervisory Board member
Number of Supervisory Board and committee meetings
Attendance
Presence*
Prof. Dr Iris Löw-Friedrich (Chair)
5+4**
5+4
100%
Roland Sackers
(Vice Chair)1)
5+6+4
5+6+4
100%
Kasim Kutay2)
3+1
1+0
25%
Camilla Macapili Languille1)
2+3
2+3
100%
Dr Mario Polywka
5+6
5+6
100%
Dr. Constanze Ulmer-Eilfort
5+6+3
5+6+3
100%
Dr Elaine Sullivan
5+4+3
5+4+2
75%
Prof. Dr Iris Löw-Friedrich (Chair)  
Number of Supervisory Board and committee meetings 5+4**
Attendance 5+4
Presence* 100%
Roland Sackers
(Vice Chair)1)
 
Number of Supervisory Board and committee meetings 5+6+4
Attendance 5+6+4
Presence* 100%
Kasim Kutay2)  
Number of Supervisory Board and committee meetings 3+1
Attendance 1+0
Presence* 25%
Camilla Macapili Languille1)  
Number of Supervisory Board and committee meetings 2+3
Attendance 2+3
Presence* 100%
Dr Mario Polywka  
Number of Supervisory Board and committee meetings 5+6
Attendance 5+6
Presence* 100%
Dr. Constanze Ulmer-Eilfort  
Number of Supervisory Board and committee meetings 5+6+3
Attendance 5+6+3
Presence* 100%
Dr Elaine Sullivan  
Number of Supervisory Board and committee meetings 5+4+3
Attendance 5+4+2
Presence* 75%

   * Commercially rounded
 ** SB meetings + Committee meetings
1) since AGM in June 2022
2) until AGM in June 2022

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