Prof. Dr Iris Löw-Friedrich
Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE
Roland Sackers
Chief Financial Officer and Managing Director of QIAGEN N.V., Vice Chairman of the Supervisory Board of Evotec SE
Camilla Macapili Languille
Head of Life Sciences, Mubadala Investment Company
Dr Mario Polywka
Consultant
Dr Elaine Sullivan
Non-Executive Director at the IP Group plc, hVIVO plc, Active Biotech AB, and Nykode Therapeutics ASA
Dr Constanze Ulmer-Eilfort
Partner of the law firm Peters, Schönberger & Partner (PSP München)
Prof. Dr Iris Löw-Friedrich
Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE
Roland Sackers
Chief Financial Officer and Managing Director of QIAGEN N.V., Vice Chairman of the Supervisory Board of Evotec SE
Camilla Macapili Languille
Head of Life Sciences, Mubadala Investment Company
Dr Mario Polywka
Consultant
Dr Elaine Sullivan
Non-Executive Director at the IP Group plc, hVIVO plc, Active Biotech AB, and Nykode Therapeutics ASA
Dr Constanze Ulmer-Eilfort
Partner of the law firm Peters, Schönberger & Partner (PSP München)
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 June 2022
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) |
1) Member of the Supervisory Board since the AGM in June 2022
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. Four members are female, and three 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.
German
German
Canadian
British
British
German
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 |
Camilla Macapili Languille | |
Research and Development | |
Finance, Capital Markets, Law, Corporate Governance | X |
Marketing, Sale, Operating Business | |
(public) Health System | X |
Nationality/ Age | 1983 Canadian |
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 | |
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, a Remuneration and Nomination Committee as well as an ESG committee. Members of all 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.
The Supervisory Board as a whole is responsible for ESG oversight and therefore addresses ESG topics regularly in its meetings. The Supervisory Board approves the ESG strategy and its milestones defined by the Management Board, as well as sets relevant ESG targets for Management Board remuneration. In order to address the increasing importance of sustainability topics and to improve the alignment with functions within Evotec that are relevant for the strategy development and implementation, an ESG Committee was implemented in June 2022. This committee composes of three Supervisory Board members in addition to the CEO, the Global Head of HR and the Head of Global ESG at Evotec. Chairperson of the ESG committee is Constanze Ulmer-Eilfort, who has a strong background in Governance. Meetings are held every two months. The Chairperson and the Head of Global ESG are in regular contact between these intervals.
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 committees
(as of June 2022)
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 Languille1) | |
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) |
1) In the Supervisory Board since AGM in June 2022
Attendance at meetings of the Supervisory Board and its Comittees 2021
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