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Corporate Governance

The internal regulations governing Carl Zeiss Meditec AG's corporate management – such as the Foundation's constitution and the rules of internal procedure for the Executive Board and Supervisory Board – coincide to a large extent with the Code's recommendations. The interaction of the Executive and Supervisory Boards, in particular, is aimed at safeguarding the company's continuity and sustainable value creation as specified by its standards.

Declaration of Compliance 2015

Declaration by the Management Board and the Supervisory Board of Carl Zeiss Meditec AG on the German Corporate Governance Code in accordance with Section 161 Stock Corporation Act (AktG).

The Management Board and Supervisory Board of Carl Zeiss Meditec AG hereby declare, pursuant to Section 161 (1) Sentence 1 AktG, that since issuing its last Declaration of Conformity on 5 December 2014, Carl Zeiss Meditec AG has conformed and does conform to all recommendations of the Government
Commission on the German Corporate Governance Code, as published by the German Federal Ministry of Justice in the official section of the Federal Gazette, initially in the version dated 24 May 2014 – published in the Federal Gazette on 30 September 2014 – and subsequently, since it entered into effect, in the version dated 5 May, 2015 – published in the Federal Gazette on 12 June 2015 – with one exception:

Contrary to Section 5.4.1 Sentence 2 GCGC, the Supervisory Board has not defined any specific objectives for its composition – aside from the legally required proportion of women – and has not set any control limit for length of service. Rather, the Supervisory Board of Carl Zeiss Meditec AG believes that the composition of the board should be geared, first and foremost, to the interests of the Company, and be efficient in advisingand monitoring the Management Board. Accordingly, when appointing the Supervisory Board of Carl Zeiss Meditec AG, the priority shall therefore be to ensure that the members have the necessary capabilities, skills and specialist qualifications to properly fulfill their duties, and that they are independent.

The Supervisory Board also sees no need for change regarding a control limit for the length of service of its members, since the Supervisory Board's rules of procedure already specify an age limit, the members of the Supervisory Board are mandated for a limited period, and, in view of the Company-specific situation, the expertise of longstanding members of the Supervisory Board should not be categorically dispensed with.

Jena, 8 December 2015

For the Supervisory Board:
Prof. Dr. Michael Kaschke


For the Management Board:
Dr. Ludwin Monz

 

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Directors' Dealings

According to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) members of the Board of Directors and Supervisory Board of Carl Zeiss AG and Carl Zeiss Meditec AG report the purchase or sales of Carl Zeiss Meditec shares both to the company and to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).

 

Jena, 14. January 2013 – In its recent meeting, the Supervisory Board adopted the following resolution:

In order to ensure a uniform position with regard to company shares held by members of the Supervisory and Management Board, to enable them to decide independently on personal investment matters and at the same time to prevent possible speculative action in the capital market, the Supervisory Board, in agreement with the Management Board, recommends that Supervisory and Management Board members and related individuals (persons with a close link as per Section 15a (3) WpHG) should not build up holdings of shares in the company in the future. Concerning the existing share holdings of members of the Supervisory and Management Board and related individuals it is recommended that they sell these holdings in the medium term subject to insider trading rules.

Directors' Holdings

At this point in time no shares of the Company are held by the Management Board or Supervisory Board of Carl Zeiss Meditec AG.

Management Board  

The Supervisory Board of Carl Zeiss Meditec consists of two members:

Dr. Ludwin Monz
President and CEO
Year of first appointment 2007

Dr. Christian Müller
Year of first appointment 2009

Further information on members of the Management Board, please refer to the respective CV.

Information on other memberships of statutory supervisory boards and similar supervisory bodies at companies of the ZEISS Group and at other companies can be found in the notes to the consolidated financial statements of the Annual Financial Report 2014/15 on page 132.  

Remuneration of the Board of Management

The remuneration paid to the Board of Management of Carl Zeiss Meditec AG consists of a fixed and a variable portion. The variable portion is split into two components:

The remuneration paid to the Management Board of Carl Zeiss Meditec AG consists of a fixed and a variable portion. The variable portion is split into two components: the first component is contingent upon the achievement of certain targets for the respective current fiscal year and the second bears a long-term incentive effect.

The fixed portion of the remuneration paid to the Management Board is not contingent upon the achievement of certain targets. It is paid monthly.

The variable portion of the remuneration, which relates to targets set for the respective fiscal year, is contingent upon the achievement of certain quantitative and qualitative targets. The quantitative objectives mainly relate to Economic Value Added® (EVA®) and free cash flow. Certain strategic targets agreed individually with the members of the Management Board are also taken into consideration. This portion of the remuneration is paid after the end of the respective fiscal year. The amount is contingent upon the degree of target fulfillment.

In addition to the two components of Management Board remuneration described above, there is also a so-called Long Term Incentive Program (LTI), which was redesigned and published in fiscal year 2011. This program offers a remuneration component with a long-term incentive, which allows the members of the Management Board to achieve an additional annual income after a three-year period. This amounts to 50% of the individual short-term variable remuneration for the fiscal year that precedes the beginning of the term of an LTI tranche, plus interest. This is based on the ZEISS Group's profit-participation certificate model.

A precondition for payment of this remuneration is that the members of the Management Board have not handed in their notice at the end of the applicable three-year period per tranche, and the equity ratio of the ZEISS Group is higher than 20% at this point. The first payment was made in December 2014. The next payment is expected upon fulfillment of the payment requirements for December 2015.

The full version of the remuneration report 2014/15 can be found in the Annual Report 2014/15 on page 50 ff.

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Supervisory Board

The Supervisory Board of Carl Zeiss Meditec consists of six members, four of which are elected by the Annual General Meeting and two of which are elected by the employees pursuant to the provisions of the One-Third Employee Representation Participation Act.


The Supervisory Board establishes a Personnel and General Committee, an Audit Committee and a Nominating Committee. The Personnel and General Committee deals with issues surrounding the Company's strategic orientation and prepares the personnel-related decisions of the Supervisory Board. The Audit Committee is responsible for questions of accounting, risk management and for matters concerning the independence of the auditor. In the event of the appointment of new Supervisory Board members, the Nominating Committee proposes suitable candidates to the Supervisory Board for its candidate proposals to the Annual General Meeting.

Composition of the Supervisory Board of Carl Zeiss Meditec AG

  • Prof. Dr. Michael Kaschke, Chairman; see CV
  • Dr. Carla Kriwet, Deputy Chairwoman; see CV
  • Dr. Markus Guthoff; see CV
  • Thomas Spitzenpfeil; see CV
  • Cornelia Grandy; see CV
  • Jörg Heinrich; see CV  

Information on other memberships of statutory supervisory boards and similar supervisory bodies at companies of the ZEISS Group and at other companies can be found in the notes to the consolidated financial statements of the Annual Financial Report 2014/15 on page 132.  

Information on the participation of Supervisory Board members in Supervisory Board meetings and in meetings of it committees can be found in the Annual Financial Report 2014/15 on pages 18 and 19.  

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Information about the auditing company

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart
Senior Auditor: Ms. Susanne Jäger
Year of initial appointment: Fiscal year 2012/13
Term of office: 1 year

Information on auditors' fees can be found in the Annual Financial Report 2014/15 on page 134.  

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