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Evotec SE — Governance Information 2023
Jan 1, 2024
151_cgr_2024-01-01_85adf7e5-f234-4dc8-9090-645b068512d1.pdf
Governance Information
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Update of the Declaration of Conformity with the German Corporate Governance Code
The Management Board and Supervisory Board of Evotec SE last issued a Declaration of Conformity pursuant to Art. 9 (1) lit. c) ii) SE Regulation in conjunction with Section 161 of the German Stock Corporation Act (AktG) on the recommendations of the German Corporate Governance Code (currently in the version dated April 28, 2022; the "Code") in December 2023. This declaration is updated and hereby supplemented as follows
"In deviation from recommendations G.6 and G.10, Dr. Mario Polywka will not receive any long-term, share-based variable remuneration under the Management Board remuneration system for his temporary activity as Interim CEO from January 2024. Due to his only interim position as a member of the Management Board and Chairman of the Management Board for a maximum period of one year, the Supervisory Board of Evotec SE does not consider it in its interest to grant long-term variable remuneration whose assessment period would extend far beyond the term of office as a member of the Management Board and thus beyond the possibility of influencing the achievement of targets. In accordance with the German Stock Corporation Act and the Code, it should also be prevented that the incentivizing effect of longterm, share-based remuneration granted during the temporary activity on the Management Board continues after returning to the Supervisory Board and possibly leads to doubts about the independent exercise of control activities. The long-term promotion of the company's wellbeing and the guarantee of sustainable and long-term corporate success are already in the interests of Dr. Mario Polywka because he is to return to the Supervisory Board after completing his interim activity on the Management Board and therefore does not require any further incentives. After the end of Dr. Mario Polywka's temporary activity on the Management Board, the remuneration of the Management Board will again fully comply with the recommendations of the Code."
Otherwise, the declaration of conformity from December 2023 remains unchanged.
In January 2024
Management Board Supervisory Board