Declaration on Corporate Governance conforms to Section 289f and 315d HGB. The Management Board and Supervisory Board of Carl Zeiss Meditec AG are committed to the principles of transparent and responsible corporate governance and control that is geared towards sustainable value creation of the Company. The Company regards good Corporate Governance as an essential prerequisite for the long-term success of the Company. In addition, it makes an important contribution to strengthening the confidence of shareholders, business partners, customers, employees and the general public in the work of the Company and to meeting the constantly growing information needs of various interest groups.
In the reporting year, the Management Board and Supervisory Board dealt in detail with the principles and guidelines of the German Corporate Governance Code. The current Declaration of Conformity was published jointly by the Management Board and the Supervisory Board in the Annual Report and permanently on the website.
The German Corporate Governance Code was revised on 28 April 2022 ("GCGC 2022") and came into force upon publication in the Bundesanzeiger (Federal Gazette) on 17 May 2022. The Management Board and Supervisory Board hereby declare, in accordance with Section 161 (1) Sentence 1 AktG, that since its last Declaration of Conformity Carl Zeiss Meditec AG has been complied with the recommendations of the "Government Commission on the German Corporate Governance Code" and will continue to be complied with, with the following exceptions:
Jena, 9 December 2022
For the Supervisory Board: Dr. Karl Lamprecht
For the Management Board: Dr. Markus Weber
In accordance with its voluntary commitment to good corporate governance, Carl Zeiss Meditec AG not only complies with the recommendations of the Code to the greatest possible extend, but also take any relevant suggestions of the Code into consideration. The following table gives an overview of these provisions.
No. | Discretionary provision |
Compliance by the Company |
A.2 | When making appointments to executive positions, the Management Boards shall consider diversity. |
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A.6 | The Supervisory Board Chair should be available – within reasonable limits – to discuss Supervisory Board-related issues with investors. |
This shall be reviewed, if required. However, the necessity did not arise in fiscal year 2021/22.
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A.7 | The Chair should take into account that the General Meeting be completed within four to six hours. |
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A.8 | In the event of a takeover offer, the Management Board should convene an Extraordinary General Meeting at which shareholders will discuss the takeover offer and may decide on corporate actions. |
This shall be reviewed, if required. However, the necessity did not arise in fiscal year 2021/22. |
D.8 | The Supervisory Board, or the Audit Committee, shall arrange for the external auditors to inform it, without undue delay, about all findings and issues of importance for its tasks which come to the knowledge of the external auditors during the performance of the audit. |
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G.14 | Change of control clauses that commit to benefits in the case of early termination of a Management Board member’s contract due to a change of control should not be agreed upon. |
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G.18 | Supervisory Board remuneration should be fixed remuneration. If members of the Supervisory Board are granted performance-related remuneration, it shall be geared to the long-term development of the company. |
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The Supervisory Board regularly advises the Company's Management Board on managing the Company and supervises the Management Board’s business activity. It is dedicated to fulfilling these obligations, and thus makes a crucial contribution to the company's success. It helps the Management Board to fulfill its tasks in full and within a reasonable period and participates in key decisions. The Supervisory Board also engages the auditor in line with the resolution of the Annual General Meeting.
The Management Board of Carl Zeiss Meditec AG consists of two members:
Dr. Markus Weber Link
Chief Executive Officer
Year of first appointment 2022
Justus Felix Wehmer Link
Chief Financial Officer
Year of first appointment 2018
For further information on the members of the Management Board, please refer to their CVs on Carl Zeiss Meditec AG’s website under “About Us”, “Board of Management”.
Information on other memberships of the members of the Management Board on statutory supervisory boards and similar supervisory bodies of the ZEISS Group and at other companies can be found in the notes accompanying the consolidated financial statements in the Annual Report 2021/22 on page 150 et seq.
Since 6 March 2020, the Supervisory Board of Carl Zeiss Meditec AG has been composed, pursuant to Section 96 (1), Section 101 (1) AktG and Section 4 (1) DrittelbG, as well as Art. 11 (1) of the Company's Articles of Association, of six members to be elected by the shareholders and three members to be elected by the employees. An age limit of 65 years has been defined for the acceptance of Supervisory Board mandates at Carl Zeiss Meditec in the Rules of Procedure of the Supervisory Board.
During fiscal year 2021/22, there were personnel changes on the employee side. The term of office of Ms. Cornelia Grandy ended on 30 March 2022. At the election on 15 March 2022, Ms. Brigitte Koblizek was elected to the Supervisory Board as the successor employee representative.
The Supervisory Board supports the objectives of the Law on the Equal Participation of Women and Men in Leading Positions, as well as the recommendations of the German Corporate Governance Code, and therefore resolved upon a gender ratio of at least 30% for the Supervisory Board, corresponding to two female members out of six seats, which was already fulfilled at the end of fiscal year 2014/15, and, following the enlargement of the Supervisory Board with registration of the amendment to the Articles of Association from 6 March 2020, to three female members out of nine seats, which has been taken into account.
The Supervisory Board has a General and Personnel Committee, an Audit Committee and a Nominating Committee.
Name Supervisory Board member |
Curriculum Vitae |
Representative side |
Member of the following committees |
Length of membership of the Supervisory Board, in years |
Dr. Karl Lamprecht, Chairman | Link | Shareholder representative | Chairman of the General and Personnel Committee Member of Nominating Committee Chairman of Mediation Committee |
Chairman of the Supervisory Board since 27 May 2021 Member of the Supervisory Board since 25 June 2020 |
Prof. Dr. Michael Kaschke, Honorary Chairman | Link |
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Honorary Chairman of the Supervisory Board since 27 May 2021 |
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Renè Denner, Deputy chairman |
Link | Employee representative | Member of the Audit Committee Member of the General and Personnel Committee Member of the Mediation Committee |
Deputy Chairman since 22 March 2023 Member of the Supervisory Board since 1 October 2019 |
Falk Bindheim | Link | Employee representative | Member of the Supervisory Board since 22 March 2023 | |
Isabel De Paoli | Link | Shareholder representative | Member of the Nominating Committee | Member of the Supervisory Board since 25 June 2020 |
Tania von der Goltz | Link | Shareholder representative |
Member of the Supervisory Board since 10 April 2018 |
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Peter Kameritsch | Link | Shareholder representative | Chairman of the Audit Committee | Member of the Supervisory Board since 27 May 2021 |
Brigitte Koblizek | Link | Employee representative | Member of the Supervisory Board since 30 March 2022 | |
Heike Madan | Link | Employee representative | Member of the Audit Committee | Member of the Supervisory Board since 22 March 2023 |
Jeffrey Marx | Link | Employee representative | Member of the Mediation Committee | Member of the Supervisory Board since 6 March 2020 |
Dr. Christian Müller | Link | Shareholder representative |
Chairman of the Nominating Committee |
Member of the Supervisory Board since 19 Mar 2019 |
Dr. Christian Münster | Link | Employee representative | Member of the General and Personnel Committee | Member of the Supervisory Board since 22 March 2023 |
Torsten Reitze | Link | Shareholder representative | Member of the Audit Committee Member of the Mediation Committee |
Member of the Supervisory Board since 27 May 2021 |
Information on other memberships of the Supervisory Board members on statutory supervisory boards and similar supervisory bodies of companies within the ZEISS Group and at other companies can be found in the notes accompanying the consolidated financial statements in the Annual Report 2021/22 on page 152 et seq.
Detailed information on the participation of the Supervisory Board members in Supervisory Board and committee meetings can be found in the Annual Report 2021/22 in the Report of the Supervisory Board on page 21.
The Supervisory Board supports the objectives of the Law on the Equal Participation of Men and Women in Leadership Positions, as well as the recommendations of the Corporate Governance Code. It has therefore decided upon a gender quota of at least 30% for the Supervisory Board pursuant to Articles 111 (5) and 96 (23) Aktg. With Tania von der Golz and Isabel De Paoli on the shareholder side and Brigitte Koblizek on the employee side, a total of three members are female, corresponding to a share of around 33%.
In addition, the Supervisory Board has set itself the goal of increasing the number of women on the Management Board in the medium term. In the short term, in particular due to the currently existing Management Board service contracts and the lack of necessity to expand the Management Board, it does not yet see any possibility of a change in the short to medium term and therefore continues to formally adhere to the existing quota of 0%. On 30 September 2022, Jan Willem de Cler stepped down as a member of the Management Board, so that the Management Board currently consists of two persons. Due to the contract extension of Justus Felix Wehmer until 30 September 2027 and the new contract of Dr. Markus Weber with a term until 30 September 2027, another change of Management Board members is not expected before then. The Supervisory Board wishes to appoint the most suitable candidates, irrespective of gender, taking into account professional suitability and personal integrity. This would not be possible if a target size of more than 0% were set for a two-person board. There is a catalog of measures for achieving targets for women and men at the top management levels, which will be discussed below. In the medium to long term, it is expected that these measures will also qualify suitable candidates of both genders for the Executive Board. Against this background, the target for the Management Board is regularly reviewed and updated as necessary.
In accordance with Section 76 (4) of the German Stock Corporation Act (AktG), the Management Board is required to set targets for the proportion of women in the two management levels below the Management Board and a corresponding implementation period. In order to achieve equal participation of women and men in management positions, recruitment efforts and internal promotion measures are geared accordingly. On 18 January 2018, the Management Board adopted the resolution to create transparency about the current proportion of men and women at the top management levels and the determination of target quotas for Carl Zeiss Meditec AG. The implementation period for the agreed targets of 22% at the first management level and 27% at the second management level expired on 30 June 2022. However, the targets were not achieved on time for various reasons: on the one hand, staff turnover remained at a low level, which reduced the opportunities for new appointments at the top management levels. This trend further intensified during the COVID-19 pandemic. In addition, the employment market proved increasingly tight in the last two fiscal years, and the Company's plans for new hires could not be fully implemented. In view of this, on 25 May 2022 the Management Board adopted new targets and an adjusted action plan with recommendations for action to achieve a more balanced participation of men and women at the top management levels, with corresponding new implementation deadlines. The defined target quotas as of 30 June 2027 for the equal participation of women and men in leadership positions are 36 % in the first management level and 33 % in the second management level.
The Management Board firmly believes that being able to find a better balance between work and family life is one of the key factors for a more appropriate participation of women and men in leadership positions. Furthermore, the Management Board believes that the stipulation of target quotas can be reconciled with the primacy of quality in filling specific leadership positions, if the target quota is seen to be a business requirement and an expression of purposeful human resources policy, rather than detailed planning for specific leadership positions.
As a publicly listed company, Carl Zeiss Meditec AG adheres to the guidelines for diversity in terms of the composition of its Management Board and Supervisory Board, which are derived from the German Stock Corporation Act and the German Corporate Governance Code.
However, this is not yet subject to an explicitly formulated diversity concept in accordance with Section 289f (2) No. 6 HGB, which contains precise information on age, gender, educational or professional background. The Supervisory Board believes that the composition of both bodies should focus primarily on the Company’s interests and should give priority to the skills, knowledge and professional qualifications and experience of its members necessary for both bodies to properly fulfill their duties. This concept has so far been successful in the Supervisory Board’s opinion.
The Annual General Meeting was held on 27 May 2021 in the form of a virtual meeting at the business premises of Carl Zeiss Meditec AG in Jena. The calculated presence was around 86.65% of the total voting share capital. The voting results from the most recent Annual General Meeting can be inspected on the Company's website at www.zeiss.de/meditec-ag in the "Investor Relations" section under "Financial calendar”, “Annual General Meeting 2021”.
Carl Zeiss Meditec AG arranges for the appointment of a proxy to exercise the shareholders' voting rights according to their instructions. This proxy can be reached during the entire event. The Company thus helped its shareholders once again in 2021 to personally exercise their rights, and assists them with voting by proxy.
For selected press releases and price-related news – so-called ad hoc disclosures – Carl Zeiss Meditec uses electronic distribution channels, which ensure that these disclosures are distributed simultaneously worldwide in German and English.
The Company website at www.zeiss.de/meditec-ag/investor-relations.html publishes, in German and English, the mandatory publications such as the Company's 6-month and annual financial statements, among other things, as well as additional information, such as corporate governance, presentations, share price data, press releases and a calendar of events for the various interest groups. Telephone conversations, conferences and regular visits to the Company with or by investors, during which the Company explains its philosophy, the development of its business and its strategy, serve as additional channels of communication for the Company.
As a publicly listed company, Carl Zeiss Meditec AG adheres to the guidelines for diversity in terms of the composition of its Management Board and Supervisory Board, which are derived from the German Stock Corporation Act and the German Corporate Governance Code.
However, this is not yet subject to an explicitly formulated diversity concept in accordance with Section 289f (2) No. 6 HGB, which contains precise information on age, gender, educational or professional background. The Supervisory Board believes that the composition of both bodies should focus primarily on the Company’s interests and should give priority to the skills, knowledge and professional qualifications and experience of its members necessary for both bodies to properly fulfill their duties. This concept has so far been successful in the Supervisory Board’s opinion.
The Annual General Meeting was held on 30 March 2022 in the form of a virtual meeting at the business premises of Carl Zeiss Meditec AG in Jena. The calculated presence was around 83.37% of the total voting share capital. The voting results from the most recent Annual General Meeting can be inspected on the Company's website at https://www.zeiss.com/meditec-ag in the "Investor Relations" section under "Financial calendar”, “Annual General Meeting 2022”.
Carl Zeiss Meditec AG arranges for the appointment of a proxy to exercise the shareholders' voting rights according to their instructions. This proxy can be reached during the entire event. The Company thus helped its shareholders once again in 2022 to personally exercise their rights and assists them with voting by proxy.
For selected press releases and price-related news – so-called ad hoc disclosures – Carl Zeiss Meditec uses electronic distribution channels, which ensure that these disclosures are distributed simultaneously worldwide in German and English.
The Company website at www.zeiss.de/meditec-ag/investor-relations.html publishes, in German and English, the mandatory publications such as the Company's 6-month and annual financial statements, among other things, as well as additional information, such as corporate governance, presentations, share price data, press releases and a calendar of events for the various interest groups. Telephone conversations, conferences and regular visits to the Company with or by investors, during which the Company explains its philosophy, the development of its business and its strategy, serve as additional channels of communication.
The legally prescribed single-entity financial statements of Carl Zeiss Meditec AG, which are relevant for the dividend payment, are prepared in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch, HGB) and the German Stock Corporation Act (Aktiengesetz, AktG). The annual consolidated financial statements and the interim reports of the Carl Zeiss Meditec Group have been prepared by the Management Board since 2005 in accordance with the principles of the International Financial Reporting Standards (IFRSs), as they are to be applied in the European Union. The annual financial statements are audited and approved by the Supervisory Board. The annual financial statements prepared in accordance with German commercial law are thus adopted.
EY GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, audited the consolidated financial statements for 2020/21, as prepared in accordance with the provisions listed above, and issued them with an unqualified audit certificate. This also applies to the annual financial statements for financial year 2020/21 prepared by Carl Zeiss Meditec AG in accordance with the provisions of the German Commercial Code (HGB). Dominique-Andre Bender assumed the role of lead auditor.
The Annual General Meeting on 30 March 2022 appointed EY GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor of the annual financial statements of Carl Zeiss Meditec AG and the consolidated financial statements for fiscal year 2021/22 for the eighth time in succession for the duration of one year, after the Supervisory Board had first obtained a declaration confirming the auditor's independence. EY was first appointed in fiscal year 2012/13.
The Supervisory Board agreed with the auditor that the Chairmen of the Supervisory Board and the Audit Committee shall be immediately informed of any disqualification or bias issues that may arise during the audit, if these cannot be remedied. The requirements concerning the internal rotation of auditors (Section 319a (1) Sentence 1 No. 4 HGB) were complied with.
It was also agreed that the auditor shall promptly report all findings and events of relevance to the responsibilities of the Supervisory Board that may arise during the course of the audit. In addition, the auditor shall inform the Chairman of the Supervisory Board and the Audit Committee, or make a note in the audit report, if circumstances are discovered during the course of the audit that could result in an inaccuracy in the declaration on the German Corporate Governance Code submitted by the Management Board and Supervisory Board.
Details on the auditor’s fees can be found in the Annual Report 2021/22 on page 154.