Investor Relations

Declaration of compliance

Declaration of compliance

Declaration of the Board of Management and the Supervisory Board of Biotest AG on the recommendations of the German Corporate Governance Code in accordance with Section 161 of the German Stock Corporation Act (AktG)

 

Since the last Declaration of Compliance dated 10 March 2023, Biotest AG has complied with all recommendations of the German Corporate Governance Code in the version 28 April 2022 with the following exceptions:

  • Contrary to recommendation D.4 of the GCGC, the Supervisory Board of Biotest AG has not formed its own Nomination Committee, which is composed exclusively of shareholder representatives and nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members. The duties of the nomination committee are assumed by the Personnel and Remuneration Committee.
  • Biotest AG has not complied in part with recommendation D.10 of the GCGC. According to sentence 3 of recommendation D.10 of the GCGC, the Audit Committee should regularly consult with the auditor even without the Management Board. From the perspective of the Supervisory Board and the Audit Committee, the participation of the Executive Board in Audit Committee meetings has always been required to date. The Audit Committee may meet and consult without the Board of Management or the auditor if the Supervisory Board or the Audit Committee deems this to be necessary.
  • Contrary to recommendation G.3 of the GCGC, the Supervisory Board of Biotest AG has so far used the peer group of other companies to assess the appropriateness of the specific total remuneration of the members of the Management Board, but has not disclosed it. The use of the peer group of other companies was explained at the 2023 Annual General Meeting by means of a horizontal and vertical comparison of the remuneration of the current and former members of the Management Board for the years 2017 to 2021 as well as the average and owed remuneration of the Management Board and all employees of Biotest AG.
  • Biotest AG has not complied with recommendation G.10 of the GCGC. According to recommendation G.10, the variable remuneration amounts granted to the Management Board member should be invested primarily in shares of the company or granted on a share-based basis. The remuneration system approved by the Annual General Meeting on 11 May 2021 stipulates that both the non-performance-related (fixed) remuneration components and the performance-related (variable) remuneration components of the members of the Management Board of Biotest AG are not share-based, but are paid out in cash. In the opinion of the Supervisory Board, the existing system of long-term remuneration has proven itself, so there has been no reason to make structural changes to date.
  • Biotest AG did not follow recommendation G.12 of the GCGC. In the event of the termination of a Management Board contract, the payment of outstanding variable remuneration components attributable to the period up to the termination of the contract should be made in accordance with recommendation G.12 of the GCGC according to the originally agreed targets and comparison parameters and according to the due dates or holding periods specified in the contract. The current Management Board contracts do not contain any explicit provisions in this regard. As the current provisions are considered appropriate in the event of the departure of a member of the Executive Board, the Supervisory Board is of the opinion that there is still no need to include a corresponding provision in the Executive Board service contracts.

Biotest AG further declares to comply with the recommendations of the German Corporate Governance Code in the version dated 28 April 2022, with the exception of the aforementioned deviations. The Declaration of Compliance has been published on the Company's website (https://www.biotest.com/de/de/investor_relations.cfm#).


Dreieich, 15 March, 2024.


For the Board of Management
For the Supervisory Board

 
Peter Janssen Ainhoa Mendizabal Zubiaga Dr. Jörg Schüttrumpf Dr. Bernhard Ehmer

In addition to this latest version, earlier versions of the Declaration of Compliance can also be viewed on and downloaded from the Biotest website.

The report on the remuneration of the Board of Management and the Supervisory Board is publicly available on the website of Biotest AG (at https://www.biotest.com/de/de/investor_relations.cfm#).