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 16 March 2021, Biotest AG has complied with all recommendations of the German Corporate Governance Code in the version 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 Annual Shareholders' Meeting for the appointment of supervisory board members. The duties of the nomination committee are assumed by the Personnel and Remuneration Committee.
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 Supervisory Board reviewed the remuneration systems of 18 companies of the chemical-pharmaceutical and medical products industry to assess the usual and the total level of remuneration of Board of Management members. With regard to size, complexity and product portfolio comparability this "peer group" is very heterogeneous so that the Supervisory Board refrained from the publication.
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 sharebased remuneration. The variable remuneration components of the members of the Board of Management of Biotest AG provide for a cash payment. The Supervisory Board considers that the existing remuneration system is appropriate and that there was no reason to make structural changes.
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. The Declaration of Compliance has been published on the Company's website (https://www.biotest.com/de/de/investor_relations.cfm#).
Dreieich, 10 March, 2022.
|For the Board of Management
||For the Supervisory Board|
|Dr Michael Ramroth||Dr Georg Floß||Dr. Jörg Schüttrumpf||Rolf Hoffmann|