Changes in the directors’ shareholdings will be published in the Invest section of Evotec’s website at https://www.evotec.com/en/invest/corporate-governance.
Annual General Meeting
The shareholders exercise their rights, including their voting rights, at the Annual General Meeting. Each share confers the right to one vote. An audio-visual broadcast of the entire Annual General Meeting was provided online to all shareholders duly registered or to their proxies on 16 June 2020 from 10:00 CET in the password-protected section of the company website at https://www.evotec.com/en/invest/annual-general-meeting. All shareholders duly registered were sent personal access codes for the Company’s protected online service.
Unregistered shareholders or other interested parties were able to follow the first part of the Annual General Meeting, in particular the Management Board presentation, via a special unrestricted link on the company website. The subsequent responses to questions submitted by shareholders prior to the event were not open to the public.
Evotec SE regularly and equally communicates with shareholders, financial analysts, the media and the public. In doing so, the Company complies with all requirements of the Code regarding transparency, timeliness, openness and equality. It is a prime concern of corporate communications that all relevant target groups receive the same information at the same time. For this reason, the disclosure of information is governed by the Company’s Disclosure Policy. Evotec provides all of its publications simultaneously in both English and German. The Company’s publications are available on its website at www.evotec.com in the Invest section.
This section of Evotec’s website maintains information such as news releases, the financial calendar containing the publication dates of the financial statements, the IR events calendar, annual and quarterly reports, other regulatory news and regularly updated corporate governance information. This also includes the Articles of Association, the Rules of Procedure of the Supervisory Board, the Audit Committee Charter, the Code of Conduct, the Insider Trading Policy and all declarations of compliance.
Moreover, the Company regularly communicates with analysts and investors and offers conference calls to discuss its quarterly results. Evotec precludes any preferential treatment of stakeholder groups in its communications. In 2020, Evotec management participated in various national and international investor conferences.
In addition, the company website at www.evotec.com provides comprehensive information on the Evotec Group and the Evotec share.
Accounting and auditing
Evotec regularly provides information to its shareholders and other interested parties by publishing its annual Consolidated Financial Statements, the half-year report and quarterly interim statements. As an incorporated company whose registered head office is located within the European Union, Evotec SE must prepare and publish Consolidated Financial Statements in accordance with the International Financial Reporting Standards (IFRS) whilst observing section 315a of the German Commercial Code (HGB). The consolidated and the individual financial statements are audited by the audit firm and by the Supervisory Board. The audit firm is appointed by the shareholders at the Annual General Meeting and commissioned by the Supervisory Board. It participates at the Supervisory Board’s deliberations on the financial statements and reports the most significant results of its audit. The Audit Committee uses this information as a guideline for its own evaluation of the statements and reports.
The disclosed financial statements and the management reports for Evotec SE, as well as the Consolidated Financial Statements together with the consolidated management report of the Evotec Group, are audited by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Hamburg. These audits also cover risk management and compliance with corporate governance reporting requirements pursuant to section 161 of the German Stock Corporation Act (AktG). Following its consultations, the Supervisory Board also approves the financial statements and the Consolidated Financial Statements.
Compliance and Code of Conduct
The Management Board ensures the observance of legal requirements and internal corporate guidelines, working to achieve compliance throughout the Group. Evotec’s corporate culture is committed to the highest standards of openness, integrity and accountability. Compliance is a key element of integrity, which means adherence to applicable laws and the Company’s internal policies. Evotec’s commitment to a compliance-oriented culture is reflected in the Company’s Code of Conduct, which stipulates fundamental ethical principles that apply to board members and other employees alike, such as integrity and professionalism.
The Code of Conduct mainly sets standards for:
- Accounting and the permissible use of the Company’s funds and assets
- Anti-money laundering principles
- Compliance with insider trading laws and prevention of conflicts of interest
- Compliance with antitrust legislation
- Compliance with anti-corruption laws and associated internal guidelines
- A work environment free of any form of discrimination and harassment
- Occupational health & safety and environmental aspects
- Animal welfare
- Non-disclosure and protection of intellectual property and business secrets
- Data protection and the use of personal data
- Global trade
- The duty to report upon the suspicion of an infringement of the Code of Conduct (whistle-blowing)
Evotec does not tolerate any violation of applicable laws or internal policies.
The Code of Conduct was revised in 2019 and is published on the Company’s website at www.evotec.com in the Invest section.
The responsible management of compliance risks inherent in Evotec’s business activities requires a suitable and efficient compliance management system. The Compliance Programme of Evotec SE is overseen by the Company’s Compliance Officer, functioning as an independent and objective body that reviews and evaluates compliance issues within the organisation. In this context, group-wide electronic compliance training or face-to-face trainings tailored to the Company’s specific compliance issues and associated risks are organised on a regular basis. The aim is to maintain permanent compliance awareness within all areas of Evotec’s business to ensure that any decision is in line with Evotec’s compliance guidelines and to mitigate compliance risks. Said training is mandatory for all board members and other employees. The Company’s Compliance Officer monitors the participation in the training at regular intervals.
The Compliance Office helps to communicate the values underlying the Code of Conduct and anchor them firmly in the Group. It ensures group-wide implementation of the Compliance Programme.
Another important aspect of accountability and transparency is a mechanism to enable all Evotec employees and business partners to voice concerns in a responsible and effective manner. Suspected compliance violations can be reported to an employee’s responsible line manager, the Company’s Compliance Officer or may also be reported to a worldwide compliance (whistle-blowing) hotline which is available 24 hours a day, 7 days a week. In case that a suspected compliance violation would affect a member of the Management Board, such report would be addressed to the Supervisory Board. In 2020, five reports were registered via the central compliance hotline. Of these, three were related to the same situation and the other two to another situation. Therefore, the compliance hotline registered two cases of suspected violations in 2020, which were both solved and closed in 2020.
In addition, Evotec also complies with the statutory requirements of the capital market. An ad-hoc committee comprising the Chief Financial Officer, the head of Legal & Compliance, the heads of Investor Relations and Corporate Communications as well as the Management Board Assistant reviews the ad-hoc relevance of insider information and ensures it is managed in accordance with applicable law. The ad-hoc committee reports to the Chief Executive Officer.
Further information can be found in the Sustainability Report in accordance with section 289c and section 315c of the German Commercial Code (HGB). This report can be found in the Invest section of Evotec’s website under Financial Publications.
Sustainability is the underlying principle guiding our business. #researchneverstops – this truth will not change until effective treatments and cures have been found for every last one of more than 3,300 diseases that are undruggable today. Our mission to develop first-in-class or best-in-class treatments in an unbiased and efficient manner is at the core of our sustained corporate development.
The structural integration of sustainability management within Evotec has made visible progress. In line with the announcement made in the 2019 Non-financial Statement, Evotec created the new function Head of Global ESG in 2020, which reports directly to the CEO. For 2021, additional headcount is budgeted for the coordination of relevant ESG topics, and the position was filled shortly after the reference date of this report. In addition, we are expanding the infrastructure to support Evotec’s sustainability management within the Environmental, Health & Safety (EHS) division. We reviewed strategically important sustainability issues in a workshop in December 2020, and we intend to refine this process and our sustainability management in future.
Our corporate goals for 2021 now include a Sustainability Goal. In this context, each functional area of the organisation is required to define and implement specific scientific ESG goals that resonate with their respective sphere of influence. In 2021, the promotion and roll-out of a long-term diversity strategy will be in focus.
Our strategy addresses a broad range of sustainability factors. Aside from fostering education and efforts to create the most innovative environment (in-house and in collaboration with academia), we are pursuing a great variety of research approaches. This also includes the focus on molecular phenotypes. The use of patient-derived samples and induced pluripotent stem cells (iPSC) helps to dramatically reduce the number of animal models in the discovery process, and state-of-the-art technologies help to preserve resources. More specifically, they help to reduce waste and energy consumption, and protect employees by reducing contact with hazardous materials. In an environment where the protection of intellectual property is a key competitive factor, the Company’s good reputation will hinge upon the security, quality and integrity of its data. As a foundation for sustainable growth, it is therefore firmly anchored in our sustainability strategy.
Our working environment is defined by respect, cooperation, openness and flexibility in the way we think and act. Whether in recruiting, staff development, promotion or pay – Evotec practices equality. In 2020, we launched a project to analyse our gender pay gap at the group level, including factors such as seniority, performance, position level, and others. With this broad range of factors, the analysis is more comprehensive than legally required in some countries (UK, France), and it is still ongoing.
At the end of 2020, Evotec’s workforce represented 75 different nationalities (2019: 69 nationalities). The average age of Evotec’s employees at the end of 2020 was 38.8 years. 1.2% of our employees have a recognised disability.
With regard to gender diversity, 54.1% of our global workforce were women in 2020. Our corporate gender goal for senior management below the board is a 30% proportion of women by 2022 (unchanged versus previous years). In 2020, the share of women in senior management amounted to 26.5% after 25.8% in 2019.
In recent years, as part of our people development efforts and recruitment, we put our focus on developing the ratio of women on level 2. With a proportion of 28 %, we have nearly reached our target rate. This will help us to feed a pipeline that will be ready to increase our ratio on level 1 in the coming years (18% currently).
The early identification of risks, in particular risks that could jeopardise the Company’s continued existence, and the systematic and responsible management of risks are fundamental elements of efficient corporate governance. Evotec’s risk and opportunity management is based on international standards (COSO – The Committee of Sponsoring Organizations) and allows the Management Board to identify and respond to material risks in a timely manner. The Management Board reports risk-related matters to the Supervisory Board. The Company’s risk and opportunity management is audited as part of the annual financial statements. Details can be found on page 58ff of the Annual Report 2020.