Governance

 

The actions of Evotec SE’s management and oversight bodies are determined by the principles of good and responsible Corporate Governance. An effective Corporate Governance is crucial for the Company’s business affairs as well as for capital market communication. This has always been of utmost significance to Evotec. With our commitment to complying with highest Corporate Governance standards we demonstrate our dedication to well-balanced and transparent rules to the market participants and internally emphasise the importance of our clearly defined management tools and responsibilities.

For further information and documents concerning the Evotec Corporate Governance regarding Environmental Social Government (ESG) please refer to the ESG section on our website.

Our definition of good Corporate Governance

Due to our shares’ listings on the Frankfurt Stock Exchange and on NASDAQ and in respect of our international stakeholder base, Evotec recognises both German and international Corporate Governance standards. Good and transparent Corporate Governance ensures that the Company is managed and controlled in a responsible manner, with the objective of sustainable creation of value. The Management Board and Supervisory Board are convinced that compliance with high standards of Corporate Governance is a key factor of success. This also includes integrity in our dealings with employees, partners, shareholders and the public, which is demonstrated by the exemplary conduct of the Company’s management and controlling bodies. As a service provider and collaboration partner, we depend on our ability to win and retain the trust of our partners and customers through impeccable behaviour. Our objective is to be credible, solid and reliable and act accordingly. Evotec's Corporate Governance is therefore regularly reviewed and enhanced by the Management Board and the Supervisory Board.

As part of the management strategy, we define and communicate specific goals on an annual basis. To accomplish these targets, we rely on the enterprise and initiative of our managers and employees. We achieve consensus on clearly defined objectives, and we regularly monitor how well we are meeting them. These agreements on targets are a key element of our leadership philosophy and an integral part of our remuneration system.

Please find the current Declaration of Coporate Management below.

Declaration of Compliance by the Management Board and Supervisory Board with the German Corporate Governance Code for the year 2021 

The German Corporate Governance Code in its current version as of 16 December 2019 (the ‘Code’) contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards – in line with the principles of the social market economy – to take into account the interests of the shareholders, the enterprise’s workforce and the other groups related to the enterprise (stakeholders) to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise’s best interests). 

With the following exceptions, Evotec complies with all recommendations of the Code and the majority of the Code’s suggestions. In December 2021, Evotec’s Management Board and Supervisory Board declared in accordance with Section 161 of the German Stock Corporation Act (AktG):

“Evotec SE has complied in 2021 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the “Code”) as published in the official section of the Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exceptions:

  1. Pursuant to Section G of the Code, the monetary remuneration of the Management Board members comprises fixed and variable components. Variable remuneration components consist of a one-year variable remuneration determined by a bonus scheme and a long-term so-called Share Performance Plan scheme approved by the Annual General Meetings 2012, 2015 and 2017. The Share Performance Plans have a multiple-year assessment basis that has essentially forward-looking characteristics, whereas the bonus scheme is based on the achievement of certain strategic targets set by the Supervisory Board for a certain financial year.

    The Share Performance Plans comply with the recommendations set forth in Section G of the Code. In particular, they refer to specific key performance indicators and define a “Maximum Target” and has introduced such a cap with a maximum level of 350% of the contractual issue value and therefore complies in all respects with the Code.

  2. Notwithstanding Section C.5 of the Code, Prof. Dr. med. Löw-Friedrich, Chief Medical Officer of UCB SA and Chaiperson of Evotec‘s Supervisory Board, has also a seat in the Supervisory Board of Fresenius SE & Co. KGaA.  In exercising her mandate as Chairperson of the Supervisory Board of Evotec SE, Prof. Dr. med. Iris Löw-Friedrich always had devoted sufficient time to perform her function to the extent required. Prof. Dr. med. Löw-Friedrich has plausibly demonstrated that this will also be the case in the future“. 

 

Hamburg, December 2021

 

Management Board                 Supervisory Board

 

 

 

German Corporate Governance Code

The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognised standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.

Articles of Association

Please find below the latest Articles of Association of Evotec SE as of 28 June 2022.

Management Board

Dr Werner Lanthaler Chief Executive Officer

Dr Werner Lanthaler (born in 1968, Austrian citizen) was appointed Chief Executive Officer of Evotec on 06 March 2009. From March 2000 to March 2009 he was Chief Financial Officer at Intercell AG. During his tenure, Intercell developed from a venture-backed biotechnology company into a global vaccine player. Dr Lanthaler played a pivotal role in many of the company's major corporate milestones including the product approval of Intercell's Japanese Encephalitis Vaccine, the company's acquisitions and strategic pharma partnerships, as well as the company's Initial Public Offering in 2005. Previously, from 1998 to 2000 Dr Lanthaler served as Director of the Federation of Austrian Industry, and from 1995 to 1998 as Senior Management Consultant at the consulting firm McKinsey & Company. He holds a doctorate in economics from Vienna University, earned his Master’s degree from Harvard University and holds a degree in Psychology. Dr Werner Lanthaler serves in the Boards of Directors of AC Immune SA (since July 2018) and argenx SE (since April 2014), where he also serves as Chairman of the Audit Committee. 

Dr Cord Dohrmann Chief Scientific Officer

Dr Cord Dohrmann (born in 1964, German citizen) joined Evotec as Chief Scientific Officer and Member of the Management Board in 2010. Dr Dohrmann has spent over 25 years in biomedical research at leading academic institutions and in the biotech industry. He started his academic career in 1983 studying Biology at Tübingen University in Germany and conducting research as a DAAD scholar at Duke University, Durham, USA. Dr Dohrmann completed his MA thesis at the Max Planck Institute in Tübingen and subsequently enrolled at the Harvard Medical School in Boston, USA, where he received his Ph.D. in Cell and Developmental Biology in 1996. Dr Dohrmann continued his career as a Shiseido research fellow at the Massachusetts General Hospital in Boston before joining a Max Planck Institute spin-off company, DeveloGen, in 1999. During his ten-year tenure, he served the company in various management positions including CEO, leading DeveloGen from a start-up to an internationally recognised metabolic disease company. Dr Cord Dohrmann is a member of the Supervisory Boards of Eternygen and Breakpoint Therapeutics, a Non-Executive Member of the Board of Directors of Facio Therapies and a Board Observer of Immunitas Inc. He has been advising the European Commission, the Max Planck Institute as well as various venture capital firms. In February 2021, Dr Dohrmann was appointed to the German Council of Science and Humanities.

Dr Matthias Evers Chief Business Officer

Matthias (born in 1973, German citizen) was appointed as Chief Business Officer of Evotec on 01 May 2022. Matthias is responsible for business development, digital technology, and strategy across the entire company. Prior to joining Evotec, Matthias accumulated 20 years of experience as Senior Partner with the consulting firm McKinsey & Company where he co-led R&D in Life Sciences globally and served on the Firm’s most senior Knowledge and People Committees, respectively. He also spearheaded venture-type, company building efforts for biotech and health tech companies in Europe. Matthias gained significant exposure to the U.S., China, India, and Europe, where he helped R&D organisations to excel at innovation through large-scale performance transformations, innovation programmes, and novel approaches for maximising value from new assets, capabilities, and technologies. His areas of expertise include convergence of biology and technology, which he published widely around “The Bio Revolution”, as well as creating patient benefits from ecosystem-wide, cross-industry collaboration (e.g., in the context of public-private partnerships or industry fora he helped create like in Medical Affairs or Regulatory Affairs). Further, Matthias has served as advisor and speaker at high-profile science events, including the Lindau Nobel Laureate Meetings and Global Biotech Revolution’s GapSummit for young researchers.

Matthias was a Postdoctoral Fellow at the Center for Molecular Neurobiology Hamburg (ZMNH) and holds a Ph.D. based on his work in molecular biology and bioinformatics from the University of Bochum (Germany) where he also earned his MSc in Biochemistry. He is founding member of the Competence Center Biointelligence e.V. and has led the jury of the Science4Life e.V. startup competition for many years. 

Dr Craig Johnstone Chief Operating Officer

Dr Craig Johnstone (born in 1970, British citizen) was appointed Chief Operating Officer and Member of the Management Board of Evotec on 01 January 2019. Dr Johnstone joined Evotec in May 2012 as SVP Drug Discovery and Innovation Efficiency. From April 2015, Dr Johnstone was Directeur General and Site Head, Evotec (France) SAS, and from January 2017, he was appointed Global Head, Integrated Drug Discovery. Dr Johnstone is a successful drug discovery leader with over 20 years’ experience particularly in the areas of diabetes, inflammation and oncology. Between 1994 and 2012, Dr Johnstone served in a number of project, function, matrix and leadership roles at AstraZeneca, Prosidion and Rapier Research where he led teams and groups, which discovered numerous candidate drugs for clinical development including AZD1656, which reached PhIIb for Type II Diabetes. During this time, Dr Johnstone also developed expertise in LEAN-inspired process excellence in drug discovery and developed a keen interest in the interface between creativity, innovation and process improvement to deliver the highest performance drug discovery, advising teams and implementing multi-site, international change initiatives to drive performance. Dr Johnstone is a Fellow of the Royal Society of Chemistry and Chartered Chemist (FRSC CChem) and holds BSc in Chemistry and a PhD in organic and organometallic synthesis and is an accredited LEAN Sigma Black Belt. He has published more than 70 patents and papers in drug discovery, medicinal and synthetic chemistry, innovation and LEAN methods applied to the inventive processes of drug discovery. Dr Johnstone does not hold any memberships in supervisory bodies.

Enno Spillner Chief Financial Officer

Enno Spillner (born in 1970, German citizen) joined Evotec as Chief Financial Officer and Member of the Management Board on 18 July 2016. From April 2013 until June 2016 he served as Chairman of the Management Board, Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of 4SC AG. He joined 4SC’s Management Board already in September 2005 as CFO. Before working for 4SC, Enno Spillner was Head of Finance and Controlling at BioM AG, a German regional biotech venture fund, which he joined at the beginning of 1999. In this role he was, besides finance and controlling, responsible for managing investments in the equity portfolio and also held the position of interim Managing Director at two portfolio companies; ACTIPAC Biosystems GmbH and Munich Innovative Biomaterials GmbH. In September 2001, he also assumed the position as Management Partner of BioM VC Fund.

Enno Spillner began his career at MediaPlus Spezialagentur für Media GmbH, Munich. Since 2014, he has been a Non-Executive Member of the Board of Directors and Chairman of the Audit Committee at Nanobiotix SA, Paris. Additionally, Spillner serves on the Supervisory Board of leon-nanodrugs GmbH, Munich. Enno Spillner earned his Dipl.-Kaufmann degree (Masters in Business) at the University of Bamberg, Germany.

Two-tier management and oversight system: Management Board and Supervisory Board 

The two-tier system with a clear separation of management and control is a fundamental characteristic of Evotec’s Corporate Governance structure. The Management Board is responsible for managing Evotec and representing the Company in its dealings with third parties, while the Supervisory Board appoints or dismisses and oversees the members of the Management Board. German law prohibits the Supervisory Board from making operational management decisions. The two boards, however, work closely together to secure long-term and sustainable growth for the Company and to create shareholder value. The Annual General Meeting is the Company’s body representing the interests of the shareholders.


Management Board   

The Management Board provides continuous and detailed updates to the Supervisory Board through verbal and written reports on the status of operations. The information provided includes written monthly management reports with extensive coverage of the Company’s financial figures for the previous month, accompanied by detailed comments and explanatory text. In addition, the Management Board must submit a budget for the following fiscal year and a plan for the medium term to the Supervisory Board. The Management Board is also required to report to the Supervisory Board in a timely fashion on any transactions that may be significant with respect to the profitability or liquidity of the Company in order to give the Supervisory Board an opportunity to express its opinion on such transactions prior to their implementation. 

Beyond this exchange of information and the discussions between the Boards, the Chairman of the Supervisory Board and the Chief Executive Officer as well as other members of the Management Board discuss current and ongoing topics whenever appropriate.

Responsibilities of the Management Board

The Management Board of Evotec SE is responsible for the management of the Company, and it represents Evotec SE in all business undertakings with third parties. In consultation with the Supervisory Board, the Management Board determines the Company’s strategic direction and ensures its implementation. Its actions and decisions are determined by the Company’s best interests. The Management Board is committed to the objective of sustainable value creation while observing the interests of the Company’s shareholders, employees and other stakeholders. The members of the Management Board are jointly responsible for the entire management and decide on the fundamental issues of business policy and corporate strategy as well as on the annual and multi-year planning.  

Members of the Management Board

Aside from the Chief Executive Officer, the Management Board of Evotec SE has four more members. The Chief Executive Officer coordinates the activities of the Management Board. In accordance with Recommendation B.3 of the Code, new members are appointed to the Management Board for a maximum period of three years. However, contracts may be extended by up to five years, which has been agreed with the current Chief Executive Officer and the Chief Scientific Officer. Management Board members may be reappointed and may be dismissed with good cause prior to the termination of their terms of office. The members of Evotec’s Management Board may not accept more than three Supervisory Board mandates in non-Group listed companies or in supervisory bodies of companies with similar requirements. Information on the individual mandates and professional activities of the Management Board members can be found on page 138f of the Annual Report 2020.

Please find further information to all Management Board Members under this link.

Diversity within the Management Board

With regards to diversity within the Management Board, the Supervisory Board selects Management Board members regardless of gender, nationality or age. Appointments are made based on qualification and work experience only. In accordance with section 111, paragraph 5 of the German Stock Corporation Act (AktG), the Supervisory Board of Evotec SE set a quota for women’s representation on the Management Board for the first time in 2015. As the Management Board is composed of four male members with running contracts, the quota was set at 0%. Given the terms of the contracts agreed with the current members and because there are no plans to make changes to the Management Board at this point, this quota was confirmed for another five years in 2017. The Supervisory Board also reserves the right to base its decision to extend the contracts of current Management Board members solely on the members’ qualification and performance, regardless of their gender or nationality. Two out of four members of the Management Board are non-German currently.

In accordance with Recommendation B.5 of the Code, Evotec has set an age limit for its Management Board members. Pursuant to section 1 paragraph 4 of the Rules of Procedure of the Supervisory Board of Evotec SE, the Supervisory Board must ensure that the age limit of 65 is observed when appointing new members to the Management Board. 

Assignment of Duties within the Management Board

The assignment of duties within the Management Boards is based on functional aspects as laid down in the rules of procedure. The Chief Executive Officer is in charge of Strategic Corporate Development including M&A, Human Resources, Marketing, Investor Relations and Corporate Communications, and the Chief Financial Officer is responsible for Finance, Controlling, Risk Management, Information Technology & Business Applications, Legal & Compliance, Procurement & Logistics, Facility Management and Equity. The Chief Operating Officer is responsible for the EVT Execute segment, Alliance management, Business Development, global operations plus Quality and Environment, Health and Safety (EHS). The Chief Scientific Officer is in charge of the EVT Innovate segment, Evotec BRIDGEs and Intellectual Property/Patent Management. 

The individual members of the Management Board generally assume the duties of their respective functions under their own responsibility. For any measures or transactions which are of exceptional importance for the Company or which expose the Company to extraordinary risk, prior approval by the entire Management Board is required. Further details are laid down in the rules of procedure. 

Management Board meetings

Meetings of the Management Board shall be called by the Chief Executive Officer. Each member of the Management Board may request that an extraordinary meeting of the Management Board be called outside its regular meetings. The board meetings are chaired by the Chief Executive Officer, who also coordinates the areas of responsibility. Persons who are not board members can, if so resolved by the Management Board, be admitted to board meetings in a consultative capacity.

Brief minutes have to be made of material negotiations and resolutions. The Management Board generally approves resolutions at its meetings. Resolutions may also be approved in writing, by telex or by telephone without a meeting. The quorum for votes on resolutions is reached when the majority of the Management Board members participates in the vote. Resolutions of the Management Board are passed by a simple majority. In the event of a tie, the decision lies with the Chief Executive Officer. 

Succession Plan for Management Board Members

The Supervisory Board and the Management Board have agreed on a long-term succession plan. Aside from the requirements of the German Stock Corporation Act and the Corporate Governance Code, this plan takes account of the quota for women’s representation as well as the criteria for diversity on the Management Board as determined by the Supervisory Board. Based on the specific qualification requirements and the aforementioned criteria, the Nomination Committee of the Supervisory Board develops a profile for the ideal candidate which serves as a basis for a shortlist of available candidates. These candidates are then interviewed, and a recommendation is submitted to the Supervisory Board as a decision-making basis. External consultants may support the Supervisory Board and the Nomination Committee in developing job profiles and selecting candidates as needed.

Supervisory Board Members

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 unit for Life Sciences investments at Mubadala Investment Company ("MIC"), a sovereign wealth fund based in Abu Dhabi with total assets of some USD 250 billion. This unit invests in the international healthcare sector in the fields of pharmaceuticals, medical devices, life-science tools and diagnostics, healthcare IT, services, biotechnology and veterinary medicine, and in various asset classes (private equity, listed shares, funds). She is currently a member of the Direct Investments Committee of Mubadala and has a seat on the board of PCI Pharma, Rodenstock and the Envision Pharma Group.

Before founding the Life Sciences investment team, Camilla Macapili Languille managed the MIC investmetns in Advanced Micro Devices (“AMD”) and Globalfoundries and was responsible for business development in the technology sector. She also led MIC investments in two power plants in Oman and Algeria, a goldmine in Columbia 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 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: June 2022

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 Consultant and CEO of Keltic Pharma Therapeutics Ltd.

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.

From April 2020 until October 2021, Dr Sullivan was CEO of Curadh Pharmaceuticals. From 2015 to 2019, Dr Sullivan was Chief Executive Officer of Carrick Therapeutics Ltd, a European oncology company, which she continues to support as Executive Entrepreneur and Advisor to the Board of Directors.

Elaine Dr Sullivan has worked as part of top management teams in R&D at Eli Lilly and AstraZeneca. She has over 25 years of international experience working in the Pharmaceutical industry in the USA and the UK. From 2011 to 2014, she served as Vice President Global External Research and Development at Eli Lilly & Company, Inc., Indianapolis, IN, 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, Dr Sullivan held various positions in the area of drug discovery and development at AstraZeneca from 1995 until 2010, including Vice President R&D, New Opportunities, from 2007 to 2010. In this role, she established and led AstraZeneca‘s virtual Therapy disease function which pinpointed new disease areas and created new therapeutic applications for multiple molecular entities and advanced them into the clinic. During her career, she gained extensive knowledge of various aspects of drug discovery and development having developed new molecules in virology, cancer, ophthalmology and respiratory and inflammation. Furthermore, she has particular expertise in origination, development and execution of innovative partnerships.

Since July 2015, Dr Elaine Sullivan has been serving as Non-executive Director of the IP Group plc and since May of 2022 on the Board of Directors of Nykode Therapeutics AS. Dr Sullivan 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 2022

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

Dr Ulmer-Eilfort 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. Otherwise she is not a member of any 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: January 2022

 

Supervisory Board   

As laid down in the current Articles of Association of Evote SE, the Supervisory Board consists of six members which are elected by the shareholders by simple majority vote at the Annual General Meeting. 

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

The beginning and the end of the terms of office are shown in the table below:

Tenure and committee membership on the Supervisory Board 

as of December 2021

Initial appointment to the Supervisory Board
 
End of tenure
 
Audit and Compliance Committee
Renumeration and Nomination Committee
Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board)
2014
2024
X
X (Chair)
Roland Sackers (Vice Chairman of the Supervisory Board)
2019
2024
X (Chair)
X
Kasim Kutay
2020
2024
X
Dr Mario Polywka
2019
2024
X
Dr Elaine Sullivan
2015
2024
X
Dr Constanze Ulmer-Eilfort1)
2021
2024
X
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 X
Renumeration and Nomination Committee X (Chair)
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
Kasim Kutay  
Initial appointment to the Supervisory Board
 
2020
End of tenure
 
2024
Audit and Compliance Committee
Renumeration and Nomination 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
Dr Elaine Sullivan  
Initial appointment to the Supervisory Board
 
2015
End of tenure
 
2024
Audit and Compliance Committee
Renumeration and Nomination Committee X
Dr Constanze Ulmer-Eilfort1)  
Initial appointment to the Supervisory Board
 
2021
End of tenure
 
2024
Audit and Compliance Committee X
Renumeration and Nomination Committee

1) Member of the Supervisory Board since the AGM in June 2021

 

Composition of the Supervisory Board: Diversity and independency criteria fullfilled

In accordance with the Code’s recommendations, the members were appointed to the Supervisory Board regardless of gender, nationality or age based on the following criteria: qualification, work experience and competence, independence and diversity. However, the age limit set by the Supervisory Board determines that a candidate may not be older than 72 years at the time of the proposal. In addition, the Supervisory Board has agreed on two full terms as the regular limit of length of membership. Adequate female representation on the Supervisory Board is also intended with a gender quota requiring a minimum of 30% of men and women. 

Furthermore, the Supervisory Board has set specific targets for its composition and competencies and developed a Profile of Competencies and Expertise which reflects the company-specific situation. These targets and profiles provide that in consideration of the company-specific situation, the majority of the Supervisory Board members must have national and international experience in the following areas: (i) research and development, (ii) finance, capital markets, law, corporate governance, (iii) marketing, distribution and operations, and (iv) (public) health. In addition, thorough screening of candidates for the Supervisory Board early in the selection process is meant to avoid potential conflicts of interest. The Supervisory Board shall be composed in such a way that the majority of its members are independent and that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks.

Currently, the composition of Evotec’s Supervisory Board fulfils all those objectives: Five members are considered independent within the meaning of the German Corporate Governance Code. Three members are female, and two nationalities are represented on the Board. Only 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. 

The current composition of the Supervisory Board fully represents the competence profile as set out above.

Research and Development
Finance, Capital Markets, Law, Corporate Governance
Marketing, Sale, Operating Business
(public) Health System
Nationality/ Age
Independence
Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board)
X
X
1960
German
X
Roland Sackers (Vice Chairman of the Supervisory Board)
X
1968
German
X
Dr Mario Polywka
X
X
1963
British
Kasim Kutay
X
X
1965
British
X
Dr Elaine Sullivan
X
X
1961
British
X
Dr Constanze Ulmer-Eilfort
X
1962
German
X
Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board)
Research and Development X
Finance, Capital Markets, Law, Corporate Governance
Marketing, Sale, Operating Business
(public) Health System X
Nationality/ Age 1960
German
Independence X
Roland Sackers (Vice Chairman of the Supervisory Board)
Research and Development
Finance, Capital Markets, Law, Corporate Governance X
Marketing, Sale, Operating Business
(public) Health System
Nationality/ Age 1968
German
Independence X
Dr Mario Polywka
Research and Development X
Finance, Capital Markets, Law, Corporate Governance
Marketing, Sale, Operating Business X
(public) Health System
Nationality/ Age 1963
British
Independence
Kasim Kutay
Research and Development
Finance, Capital Markets, Law, Corporate Governance X
Marketing, Sale, Operating Business X
(public) Health System
Nationality/ Age 1965
British
Independence X
Dr Elaine Sullivan
Research and Development X
Finance, Capital Markets, Law, Corporate Governance
Marketing, Sale, Operating Business X
(public) Health System
Nationality/ Age 1961
British
Independence X
Dr Constanze Ulmer-Eilfort
Research and Development
Finance, Capital Markets, Law, Corporate Governance
Marketing, Sale, Operating Business X
(public) Health System
Nationality/ Age 1962
German
Independence X

The members of the Supervisory Board assume full responsibility for any training and educational measures required for their duties.

 

Election of Supervisory Board Members

The Supervisory Board appoints a Chairman and a Vice Chairman from amongst its members. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and externally represents the concerns of the body. The Chairman is available to discuss issues pertaining to the Supervisory Board with investors upon request. 

The members of the Supervisory Board are elected for a period of five years and may be re-elected for a maximum of two full terms of office. 

The Supervisory Board appoints and dismisses the members of the Management Board and advises and oversees the Management Board in the management of the Company. The Management Board and the Supervisory Board maintain an open dialogue which is treated with confidentiality by both parties. The Supervisory Board, in particular the Chairman of the Supervisory Board, exchanges information with the Management Board on a regular basis. In numerous conference calls as needed, the Management Board continuously informed the Supervisory Board of the Company’s operational business and further current issues such as strategy, planning, risk management, and compliance management systems, providing in-depth analyses both orally and in writing.

Pursuant to Recommendation D.7 of the Code, the Supervisory Board held regular board meetings also without the attendance of 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 that resolutions by the Supervisory Board shall typically be passed in meetings. However, in individual cases and upon the Chairman’s instruction, resolutions can be passed and meetings held by written notice, by telephone, by telex, by fax or by other means of telecommunication. The articles of association further provide that more than half of the members of the Supervisory Board must participate in voting on a resolution, either in person or in writing or in another permissible form, to constitute a quorum. If such a quorum is not met, a new meeting shall be called with a notice period of two weeks, in which case three present board members constitute a quorum. Absent members may participate in a resolution by delivering a written vote to the Supervisory Board. Resolutions of the Supervisory Board are passed by a simple majority of the votes cast.

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

 

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

A significant proportion of the Supervisory Board’s work is conducted in committees. From among its members, Evotec’s Supervisory Board has established, pursuant to the German Stock Corporation Act and the recommendations of the Code, an Audit and Compliance Committee as well as a Remuneration and Nomination Committee. Members of both committees are appointed in accordance with the Code.

Evotec’s Audit and Compliance Committee, comprising three members, supports the Supervisory Board in independently overseeing the Company’s financial reporting activities and in auditing reports. In particular, the Audit and Compliance Committee scrutinises the Company’s accounting processes, the effectiveness of the internal control systems, and the audit. In this context, it discusses the quarterly and half-year reports as well as the risk management and compliance management systems with the Management Board. Within the scope of the audit of the financial statements commissioned by the Supervisory Board, the Audit and Compliance Committee also discusses certain steps and procedures of the audit with the appointed auditing firm, including the auditors’ independence, the additional services rendered by the auditor, the issuing of the audit mandate to the auditing firm, the determination of auditing focal points, the fee agreement and compliance issues. The members of the Audit Committee possess the required skills and experience. As Chief Financial Officer, Roland Sackers is not only independent but also has the required specialist knowledge and experience in the application of accounting principles and internal control processes. Neither the Chairman of the Supervisory Board nor a former member of the Management Board may become Chairman of the Audit Committee. The Audit and Compliance Committee meets at least four times per year.

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

The main duties and responsibilities of the Company’s Remuneration and Nomination Committee are to prepare the appointment of Management Board members and to prepare their remuneration system and Share Performance Plan. Decisions in this context are made by the full Supervisory Board. 

Members of committees are appointed in accordance with the Code. Detailed information on the composition of the Supervisory Board’s committees is shown in the table below.

Supervisory Board commitees

(as of December 2021)

Audit and Compliance CommitteeAudit and Compliance Committee
Remuneration and Nomination Committee
Prof. Dr Iris Löw-Friedrich (Chairperson)
X
X (Chair)
Roland Sackers (Vice Chairman)
X (Chair)
X
Kasim Kutay
X
Dr Mario Polywka
X
Dr Elaine Sullivan
X
Dr Constanze Ulmer-Eilfort1)
X
Prof. Dr Iris Löw-Friedrich (Chairperson)  
Audit and Compliance CommitteeAudit and Compliance Committee X
Remuneration and Nomination Committee X (Chair)
Roland Sackers (Vice Chairman)  
Audit and Compliance CommitteeAudit and Compliance Committee X (Chair)
Remuneration and Nomination Committee X
Kasim Kutay  
Audit and Compliance CommitteeAudit and Compliance Committee
Remuneration and Nomination Committee X
Dr Mario Polywka  
Audit and Compliance CommitteeAudit and Compliance Committee X
Remuneration and Nomination Committee
Dr Elaine Sullivan  
Audit and Compliance CommitteeAudit and Compliance Committee
Remuneration and Nomination Committee X
Dr Constanze Ulmer-Eilfort1)  
Audit and Compliance CommitteeAudit and Compliance Committee X
Remuneration and Nomination Committee

1) In the Supervisory Board since AGM in June 2021

 

 Attendance at meetings of the Supervisory Board and its Comittees 2021

Supervisory Board member
Number of Supervisory Board and committee meetings
Participation
Presence*
Prof. Dr Iris Löw-Friedrich (Chairperson)1)
10+6
10+6
100%
Prof. Dr Wolfgang Plischke (Chairman)2)
3+2
3+2
100%
Roland Sackers
10+11
9+11
95%
Kasim Kutay
10+5
10+4
93%
Dr Mario Polywka
10+3
10+3
100%
Dr. Constanze Ulmer-Eilfort
7+3
7+3
100%
Dr Elaine Sullivan
10+6
10+6
100%
Supervisory Board member Prof. Dr Iris Löw-Friedrich (Chairperson)1)
Number of Supervisory Board and committee meetings 10+6
Participation 10+6
Presence* 100%
Supervisory Board member Prof. Dr Wolfgang Plischke (Chairman)2)
Number of Supervisory Board and committee meetings 3+2
Participation 3+2
Presence* 100%
Supervisory Board member Roland Sackers
Number of Supervisory Board and committee meetings 10+11
Participation 9+11
Presence* 95%
Supervisory Board member Kasim Kutay
Number of Supervisory Board and committee meetings 10+5
Participation 10+4
Presence* 93%
Supervisory Board member Dr Mario Polywka
Number of Supervisory Board and committee meetings 10+3
Participation 10+3
Presence* 100%
Supervisory Board member Dr. Constanze Ulmer-Eilfort
Number of Supervisory Board and committee meetings 7+3
Participation 7+3
Presence* 100%
Supervisory Board member Dr Elaine Sullivan
Number of Supervisory Board and committee meetings 10+6
Participation 10+6
Presence* 100%

* Commercially rounded
1 since AGM in June 2021
2 until AGM in June 2021

Remuneration of Management and Supervisory Board 2021

Disclosure of Management Transactions (Directors' Dealings)

Notification about Directors’ Dealings under article 19 European Market Abuse Regulation (MAR)

  • Information about the transaction with duty of notification
  • Description of the financial instrument: Share
  • ISIN of the financial instrument: DE0005664809
 

Directors' Shareholdings

as of 30 June 2022

Shares
Outstanding Shares from vested SPA's
Granted unvested SPA's (total)
Management Board
Dr Werner Lanthaler
1,514,826
-
211,370
Dr Cord Dohrmann
188,926
-
82,441
Dr Matthias Evers
-
-
39,353
Dr Craig Johnstone
10,498
-
87,122
Enno Spillner
51,655
-
42,488
Supervisory Board
Prof. Dr Wolfgang Plischke
-
-
-
Prof. Dr Iris Löw-Friedrich
-
-
-
Dr Mario Polywka
11,938
-
-
Roland Sackers
-
-
-
Dr Constanze Ulmer-Eilfort
-
-
-
Dr Elaine Sullivan
-
-
-
Camilla Macapili Languille
-
-
-
Management Board  
Shares
Outstanding Shares from vested SPA's
Granted unvested SPA's (total)
Dr Werner Lanthaler  
Shares 1,514,826
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) 211,370
Dr Cord Dohrmann  
Shares 188,926
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) 82,441
Dr Matthias Evers  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) 39,353
Dr Craig Johnstone  
Shares 10,498
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) 87,122
Enno Spillner  
Shares 51,655
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) 42,488
 
Shares
Outstanding Shares from vested SPA's
Granted unvested SPA's (total)
 
Shares
Outstanding Shares from vested SPA's
Granted unvested SPA's (total)
Supervisory Board  
Shares
Outstanding Shares from vested SPA's
Granted unvested SPA's (total)
Prof. Dr Wolfgang Plischke  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Prof. Dr Iris Löw-Friedrich  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Dr Mario Polywka  
Shares 11,938
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Roland Sackers  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Dr Constanze Ulmer-Eilfort  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Dr Elaine Sullivan  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -
Camilla Macapili Languille  
Shares -
Outstanding Shares from vested SPA's -
Granted unvested SPA's (total) -

For a detailed description of the stock option plans and Share Performance Awards for the directors and employees of Evotec Group, please refer to the latest financial reports.

Share Performance Plan

To incentivise executives via variable long-term incentive compensation, the 2012, 2015 and 2017 Annual General Meetings approved the contingent capital necessary to support the so-called Share Performance Plans (SPP 2012, SPP 2015 and SPP 2017). SPP 2017 is replacing SPP 2012 and SPP 2015. However, this does not affect subscription rights issued before 14 June 2017.

The concrete design of the Share Performance Plans 2012, 2015 and 2017 lean on the concept of a share performance programme. They are characterised by the fact that participating executives are entitled to a variable remuneration in shares, when attaining a demanding target. In contrast to a common stock option programme, when attaining a target, shares are not issued in an amount that at least corresponds to the market rate of the company stock at the time of granting the subscription rights, but at the respectively lowest issue amount of currently € 1.00. The essential reason for this lies in the fact that in a Share Performance Programme, the value of the respective stock takes the place of cash compensation, so that stocks ideally should be issued without counter performance. A special economic advantage, compared to a common stock option programme, does not result for the participants as at the time the subscription rights are granted, and therefore at the outset, it is taken into consideration that the participants receive the total value of the shares (minus the respectively lowest issue amount of currently € 1.00), and not only, as in regular stock option plans, the difference between the market rate when granting subscription rights and the market rate at issue of the shares. The determination of an issue amount of currently € 1.00 is imperative from a corporate law perspective, as the issue of new shares under the respective pro-rata amount of the share capital is not permitted.

Under these plans, Share Performance Awards may be granted to a level that may result in in a total of up to 13,000,000 (4,000,000 for SPP 2012, 3,000,000 for SPP 2015 and 6,000,000 for SPP 2017) bearer shares of the Company being issued at maturity to members of the Management Board and other key employees. During the fourth quarter of 2016, a total of 793,903 SPAs (2015: 796,617 awards) were granted to the Management Board and key employees. These awards could result in a maximum of 1,587,806 bearer shares (2015: 1,593,234) being issued at maturity. This is because each Share Performance Award grants up to two subscription rights to Company shares, each of which in turn entitle the holder to the subscription of one Company share. Previous awards can be found the respective annual financial reports. The holder has to contribute € 1.00 per share at the date of issue. Share Performance Awards can only be exercised, if, when and to the extent that key performance indicators are achieved. Key performance indicators of SPP 2012 and 2015 are “Group Revenues”, “Operating Income Before Impairments”, “Net Cash Generated by Operating Activities” and “Share Price” upon which the Supervisory Board had to determine at least two per grant and define their weighting. SPP 2015 also includes the key performance indicator of “Total Shareholder Return”. Equally weighted key performance indicators of SPP 2017 are only “Share Price” and “Total Shareholder Return”.

Key parameters of the Company’s Share Performance Plan 2017 are depicted in the graphic below.

Detailed information on the Company’s current SPP 2017 as well as previous Share Performance Plans 2012 and 2015 can be found below.

Expiration of stock option schemes

SPP 2012, SPP 2015 and SPP 2017 were implemented to replace the stock option programme as the Company’s long-term incentive compensation scheme for executives. Stock options issued in existing stock option schemes I to VII remain valid.

Date of the Ordinary Annual General Meeting
Programme
07 June 1999
Programme I
26 June 2000
Programme II
18 June 2001
Programme III
07 June 2005
Programme IV
30 May 2007
Programme V
28 August 2008
Programme VI
16 June 2011
Programme VII
Date of the Ordinary Annual General Meeting 07 June 1999
Programme Programme I
Date of the Ordinary Annual General Meeting 26 June 2000
Programme Programme II
Date of the Ordinary Annual General Meeting 18 June 2001
Programme Programme III
Date of the Ordinary Annual General Meeting 07 June 2005
Programme Programme IV
Date of the Ordinary Annual General Meeting 30 May 2007
Programme Programme V
Date of the Ordinary Annual General Meeting 28 August 2008
Programme Programme VI
Date of the Ordinary Annual General Meeting 16 June 2011
Programme Programme VII

Detailed information duration of the Company’s previous stock option programmes and exercising of options can be found below.

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 a Supplier Code of Conduct (“SCoC”) was added in 2022. The Code of Conduct in Evotec's corporate languages as well as the English SCoC can be found below:

Code of Conduct

Further legal documents

Reporting Compliance Concerns

The Evotec Group provides employees and external stakeholders with EVOwhistle as a channel to report compliance-related concerns such as suspected or observed misconduct, violations of the Evotec Code of Conduct or other legal violations. EVOwhistle is Evotec Group´s dedicated and secure website hosted outside the Evotec Group´s network. It aims to create a trusted system with protection for a Whistleblower and the person, which may be subject of an addressed concern. To access the platform, click the following link: EVOwhistle

 

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