GOVERNANCE DECLARATION OF COMPLIANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE ARTICLES OF ASSOCIATION MANAGEMENT BOARD SUPERVISORY BOARD REMUNERATION OF MANAGEMENT AND SUPERVISORY BOARD DISCLOSURE OF MANAGEMENT TRANSACTIONS DIRECTORS' SHAREHOLDINGS SHARE PERFORMANCE PLANS COMPLIANCE & CODE OF CONDUCT EVOWHISTLE WHISTLEBLOWING PLATFORM SUPERVISORY BOARD MEMBERS 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 Kasim Kutay Vorstandsvorsitzender der Novo Holdings A/S Dr Mario Polywka Consultant Dr Elaine Sullivan CEO of Curadh Pharmaceuticals and Advisor to the Board of Directors of Carrick Therapeutics Ltd. Dr Constanze Ulmer-Eilfort Partner of the law firm Baker McKenzie, Member of the Global Executive Committee 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 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 2021 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 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 (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 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 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. DOWNLOADS Declaration of Corporate Managment for the financial year 2020 PDF, 505.2 KB Former Declarations of Corporate Management (2014-2019) PDF, 1.7 MB Supervisory Board Report 2020 PDF, 102.3 KB 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. DOWNLOADS Rules of Procedure of the Supervisory Board PDF, 114.5 KB 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. DOWNLOADS Audit & Compliance Committee Charter (November 2021) PDF, 417.2 KB 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 June 2021) Audit and Compliance CommitteeAudit and Compliance Committee Remuneration and Nomination Committee Prof. Dr Iris Löw-Friedrich (Chairperson) 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 1) In the Supervisory Board since AGM in June 2021 Attendance at meetings of the Supervisory Board and its Comittees 2020 Supervisory Board member Number of Supervisory Board and committee meetings Participation Presence* Prof. Dr Wolfgang Plischke (Chairman) 4+4 4+4 100% Prof. Dr Iris Löw-Friedrich (Vice Chairperson) 4+6 4+6 100% Dr Mario Polywka 4+0 4+0 100% Kasim Kutay1 2+2 2+2 100% Roland Sackers 4+8 4+8 100% Dr Michael Shalmi2 2+2 2+2 100% Dr Elaine Sullivan 4+4 4+4 4+4 * Commercially rounded 1 In the Supervisory Board since AGM in June 2020 2 In the Supervisory Board until AGM in June 2020 Thursday, November 25th 2021 Previous Next -2 °C Munich Imprint Privacy Policy Legal notice T&Cs RSS RSS Twitter LinkedIn EVOTEC @Evotec Our presentation at #EBF2021 is today at 17:00 CET | Quantification of two mAbs using both ELISA and LC-MS/MS gener… https://t.co/M5X67v2V5J 11:10 AM - 25 NOVEMBER 2021