Investor Relations

Declaration of compliance

Declaration of compliance

Declaration of compliance

Declaration of the Management Board and the Supervisory Board of Biotest AG on the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz - AktG).

 

Since the last Declaration of Compliance dated 16 March 2020, which referred to the German Corporate Governance Code as amended on 7 February 2017, Biotest AG has complied with all recommendations of the German Corporate Governance Code in the version dated 7 February 2017 with the following exceptions:

  • Biotest AG has not set a deductible on D&O insurance for the members of the Supervisory Board in the amount prescribed in Section 93 para. 2 sentence 3 of the AktG for members of the Board of Management and therefore continuously does not follow the recommendation in Section 3.8 para 3 of the German Corporate Governance Code in the version of 7 February 2017 to set. Biotest AG has set in its view an appropriate deductible for its Supervisory Board members. As explained in the last Declaration of Compliance a deductible equivalent to the deductible for members of the Board of Management would be not in proportion to the current remuneration levels for Supervisory Board duties.

  • The Supervisory Board has not determined the targeted level of benefits – also based on the length of time served on the Board of Management – and has not taken into account the annual expense for the Company derived from this. Biotest AG therefore does not comply with the recommendation set forth in Section 4.2.3 para. 3 of the German Corporate Governance Code in the version of 7 February 2017. The Board of Management members are included in the company pension scheme of Biotest AG. They each have been given an individual commitment. The corresponding benefits are not derived from a pre-defined level of benefits. The Supervisory Board does not intend at the present time to change what it considers to be an appropriate pension system for the Board of Man-agement members of Biotest AG.

  • Biotest AG did not follow the recommendation set forth in Section 5.3.3 of the German Corporate Governance Code in the version of 7 February 2017 to form an own supervisory board nomination committee, which consists exclusively of members representing the shareholders and nominates qualified candidates for the supervisory board to propose to the General Meeting for the appointment of supervisory board members. The duties of the nomination committee were assumed by Biotest's Governance Committee until its dissolution by resolution of the Supervisory Board on 8 May 2020 and subsequently by the Personnel and Remuneration Committee.

Furthermore, since the amendment to the Code came into force on 20 March 2020, Biotest AG has complied with all recommendations of the German Corporate Governance Code as amended and adopted on 16 December 2019 with the following exceptions:

  • Biotest AG did not follow the recommendation set forth in Section D.5 of the German Corporate Governance Code in the version of 16 December 2019 to form an own supervisory board nomination committee, which consists exclusively of members representing the shareholders and nominates qualified candidates for the supervisory board to propose to the General Meeting for the appointment of supervisory board members. As described above, the duties of the nomination committee were assumed by Biotest's Governance Committee until its dissolution by resolution of the Supervisory Board on 8 May 2020 and subsequently by the Personnel and Remuneration Committee.

  • Biotest AG only has partially follow recommendation G.1 of the German Corporate Governance Code the version of 16 December 2019. The remuneration system does not explicitly define the proportion of fixed remuneration and short-term and long-term variable remuneration components in the target total remuneration. Furthermore, the Company has not set out the relationship between achieving previously agreed performance criteria and variable remuneration in the remuneration system. The Company's current remuneration system provides for a sufficient degree of transparency regarding the proportion of fixed remuneration as well as the variable remuneration components. The Supervisory Board considers that it is not necessary to additionally break down the proportion of the respective remuneration component or the relationship between the agreed performance criteria and the variable remuneration. The Company intends to explain the proportion of the variable remuneration components and the fixed remuneration for the target remuneration at the Annual Shareholders' Meeting 2021.

  • Contrary to recommendation G.3 of the German Corporate Governance Code in the version of 16 December 2019, the Supervisory Board of Biotest AG has not yet disclosed the peer group of other companies to assess whether the specific total remuneration of the Board of Management members is in line with usual levels compared to other companies. The company intends to describe the peer group at the Annual Shareholders' Meeting 2021.

  • Biotest AG did not follow recommendation G.10 of the German Corporate Governance Code in the version of 16 December 2019. According to recommendation G.10, the Board of Management members’ variable remuneration shall be predominantly invested in company shares by the respective Board of Management member or shall be granted predominantly as share-based remuneration. In addition, the granted long-term variable remuneration components shall be accessible to Board of Management members only after a period of four years. The variable remuneration components of the members of the Board of Management of Biotest AG provide for a cash payment and a payment of the long-term variable remuneration components after a period of three years. The Supervisory Board considers that the existing remuneration system is appropriate and that there was no reason to date to further postpone the possibility of disposing of the variable remuneration. The Company will implement a variable remuneration component with long-term incentive character which consists of targets over a time period of four years and thus payouts will take place after four years.

  • Biotest AG did not follow recommendation G.11 of the German Corporate Governance Code in the version of 16 December 2019. According to recommendation G.11, the Supervisory Board shall have the possibility to retain or reclaim variable remuneration, if justified. The remuneration system of Biotest AG provides for a right of retention (hold-back clause). The current contracts with the members of the Board of Management do not include a right to reclaim the variable remuneration components (claw-back clause). The Supervisory Board considers that the current remuneration of the Board of Management sufficiently and appropriately takes the risks of the company into account.

  • Biotest AG did not follow recommendation G.12 of the German Corporate Governance Code in the version of 16 December 2019. According to recommendation G.12, if a Board of Management member’s contract is terminated, the disbursement of any remaining variable remuneration components attributable to the period up until contract termination shall be based on the originally agreed targets and comparison parameters, and on the due dates or holding periods stipulated in the contract. The current Board of Management contracts do not provide for any explicit regulation in this regard. The Supervisory Board considers that there is no need to include such a provision in the Board of Management service contracts, as the current provisions are deemed appropriate in the event a member of the Board of Management retires

Biotest AG further declares to comply with the recommendations of the German Corporate Governance Code in the version dated 16 December 2019, with the exception of the aforementioned deviations.


Dreieich, 15 March, 2021.


For the Board of Management
For the Supervisory Board


 
Dr Michael Ramroth Dr Georg Floß Rolf Hoffmann