Corporate Governance

Declaration on Corporate Governance

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.

Declaration of Conformity 2022

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:

  • Section C.1 DCGK 2022

    In deviation from Section C.1 DCGK 2020, the Supervisory Board has not specified any specific targets to its composition. The Supervisory Board has not defined a competency profile for the entire body and accordingly has not published a qualification matrix or a status of implementation in the Declaration on Corporate Governance. The Supervisory Board believes that the composition of the board should be geared, first and foremost, to the interests of the Company, and should guarantee efficient support and monitoring of 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 believes that the necessary competencies of the entire body been adequately considered.

  • Section D.6 DCGK 2022

    Contrary to Section D.6, the members of the Management Board attend the meetings of the Supervisory Board in accordance with the Supervisory Board’s rules of Procedure, unless the Chairman of the Supervisory Board specifies otherwise. The Management Board provides the Supervisory Board with regular, up-to-date, comprehensive information, particularly about corporate strategy and planning, the development of business, the risk situation and management, compliance, the focus of innovation and about any deviations of business development from original planning, as well as important business transactions of the Company and major subsidiaries of the Group. The Supervisory Board uses its meetings for regular, detailed exchange with the Management Board. For certain issues, the Supervisory Board convenes alone during the plenary session.

    According to the current state of discussions, the Management Board remuneration system resolved by the Annual General Meeting on 27 May 2021 and to be applied for all new Management Board contracts deviates from the following recommendations of the DCGK 2022:

  • Section G.4 DCGK 2022

    Section G.4 states that in order to assess the customary practice within the Company, the Supervisory Board should consider the relationship of the remuneration of the Management Board to the remuneration of senior management and the workforce as a whole and also consider how this has developed over time. Contrary to this, the new remuneration system does not provide for any comparison of the remuneration of the Management Board with the remuneration of senior management and the workforce as a whole. As the remuneration of the Management Board is capped, its appropriateness in terms of the remuneration structure is not called into question. In the view of the Supervisory Board, a vertical comparison can therefore be dispensed with. In addition, the Supervisory Board does not consider a comparison with the compensation of senior executives and the workforce as a whole to be sufficiently meaningful. Due to the international nature of the Company, its various locations worldwide and the associated regional differences, salary structures are very different, which would not provide any meaningful transparency if compared with the remuneration of the Management Board.

  • Section G.6 DCGK 2022

    According to Section G.6, the variable remuneration, which is determined based on the achievement of long-term objectives, should exceed the proportion of remuneration arising from short-term objectives. Contrary to this, under Carl Zeiss Meditec AG’s remuneration system, the inflow of funds from the Short-Term Incentive Program (STI) shall generally be higher than that from the Long-Term Incentive Program (LTI). However, the maximum amount achievable under the LTI may exceed the STI amount. The LTI and fixed remuneration as well as the selection of key performance indicators (KPIs) to be applied create and thus ensure a long-term incentive effect. In the Supervisory Board’s view, the current system has proved successful in the past.

  • Section G.8 DCGK 2022

    Pursuant to Section G.8, a subsequent amendment of the targets or comparative parameters should be excluded. Although the principle is taken into account in the new remuneration system when adjusting the personal variable remuneration (STI component) during the year, it deviates in the STI financial targets and LTI parameters. It should be possible to adjust these components during the year due to special economic circumstances. In the view of the Supervisory Board, this option is appropriate in rare exceptional cases, as exceptional economic circumstances are always also made transparent in good time on the capital market and taken into account in the company forecast.

  • Section G.10 DCGK 2022

    Contrary to Section G.10, under the remuneration system, variable remuneration amounts granted shall not be predominantly invested in shares of the Company or granted on a share basis, taking the respective tax burden into account. In addition, there is to be no uniform regulation that stipulates that the Management Board member may not access the long-term variable amounts granted until after four years. The Supervisory Board does not consider a share-based remuneration to be an improvement for a long-term incentive compared with the measurement of the sustainable value-added created in the Management Board objectives based on Economic Value Added (EVA®) and Free Cash Flow (FCF). The long-term incentive is sustainable through the LTI and the selection of KPIs. In the view of the Supervisory Board, the current system has proven successful in the past. The long-term variable remuneration is currently fixed for 3 years. This period is considered sufficient in terms of longevity and sustainability and is in line with the Company’s medium-term planning horizon in budget planning.

  • Section G.12 DCGK 2022 / G. 13 DCGK 2022

    Section G.12 recommends, in the event of the termination of a Management Board contract, that the outstanding variable remuneration components attributable to the time remaining until the end of the contract be paid out in accordance with the originally agreed objectives and comparative parameters and in accordance with the due dates or holding periods specified in the contract. Contrary to Section G.12 and in the interest of simplifying the processing of early contract terminations, the inclusion of an average variable remuneration component should, in principle, be compensated with the severance payment under the remuneration system.

Jena, 9 December 2022

For the Supervisory Board: Dr. Karl Lamprecht

For the Management Board: Dr. Markus Weber

 

Discretionary provisions of the German Corporate Governance Code

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.
  •  
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.
A.7 The Chair should take into account that the General Meeting be completed within four to six hours.
  •  
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.
  •  
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.
  •  
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.
  •  

Information on corporate governance practices

  • Compliance / Code of Conduct

    The Carl Zeiss Meditec Group practices responsible corporate governance geared to creating sustainable value.

    This is based on the strong conviction that sustainable economic success is inextricably linked to compliance with laws and legislation and internal policies.

    The close and efficient cooperation between the Management Board and Supervisory Board, open corporate communication and proper accounting also play an important role.

    As a company of the ZEISS Group, Carl Zeiss Meditec AG is subject to the provisions of globally applicable Code of Conduct adopted back in 2007, in its current version dated April 2020, which stipulates and explains the basic rules for various areas of business activity. You will find this information on our website at https://www.zeiss.com/meditec-ag/investor-relations/declaration-on-corporate-management.html.

    Carl Zeiss Meditec AG therefore strives not only to consistently achieve its best performance in technological terms but is also committed to adhering to the highest of standards in terms of abiding by the "rules" of good and fair conduct in competition and in dealing with employees and customers.

    This Code of Conduct sets out the fundamental ethical principles and values of good conduct which govern the actions of both management and employees in their day-to-day work at the Company. The confidence of business partners, customers, shareholders, authorities and the general public, as well as our competitors in responsible, law-abiding conduct and moral integrity from all of the Group's and employees is of the utmost importance for the image and economic success of the Carl Zeiss Meditec Group and the appeal of the ZEISS brand.

  • Whistleblower system

    As a company of the ZEISS Group, Carl Zeiss Meditec AG has a whistleblower system in place. A compliance case management process has been set up throughout the Group in order to be able to report compliance violations in a protected manner. In principle, reports should first be addressed to the manager, HR department or the responsible compliance officer. Alternatively, violations can be reported anonymously via an online portal called Integrity Line. Managers, HR managers and the compliance team take every report seriously. A systematic approach ensures that every report is processed.

  • Directors‘ Dealings

    Pursuant to Art. 19 MAR, members of the Management Board or Supervisory Board of Carl Zeiss Meditec AG must inform the Company and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) about the purchase and sale of shares of Carl Zeiss Meditec AG.

    At its meeting on 14 January 2013 the Supervisory Board passed the following resolution: In order to ensure a uniform position concerning shares of the Company 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) do 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 the insider trading rules.

    At the current time, no Company shares are held by members of the Management Board of Carl Zeiss Meditec AG. Shareholdings by members of the Supervisory Board amount to less than 0.1% of the outstanding share capital.

  • Risk and opportunity management

    A key instrument of corporate governance at Carl Zeiss Meditec AG is its risk management system. This is a systematic process which enables the management uses to identify, evaluate and control risks and opportunities early on. The management uses the risk management system to identify unfavorable developments and their effects at an early stage and makes them transparent. This enables appropriate countermeasures to be introduced in a targeted and timely manner and also allows opportunities to be exploited efficiently at the same time. The risk and opportunity management system is continuously being improved and developed. Further information on the subject of risk and opportunity management can be found in Annual Report of Carl Zeiss Meditec AG on page 54.

Cooperation between the Supervisory Board and Management Board

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

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.

  • Responsibilities and work of the Management Board

    The main responsibilities of the Management Board include strategy development and implementation. It is therefore responsible for operative business and ensures efficient risk management. The Management Board coordinates key decisions with the Supervisory Board. It also regularly provides the Supervisory Board with information about the Company, its environment, strategy and business growth.

The Supervisory Board

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.

Committees of the Supervisory Board

The Supervisory Board has a General and Personnel Committee, an Audit Committee and a Nominating Committee.

  • General and Personnel Committee

    The General and Personnel Committee deals with issues concerning the Company's strategic orientation and drafts the personnel-related resolutions of the Supervisory Board. The General and Personnel Committee is chaired by Dr. Karl Lamprecht. Other committee members are Tania von der Goltz and Dr. Christian Müller.

  • Audit Committee

    The Audit Committee is particularly concerned with auditing the accounting, monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal auditing system, as well as the audit and its quality, and compliance. By resolution of the Supervisory Board meeting on 30 March 2022, Peter Kameritsch was elected Chairman and Torsten Reitze and Renè Denner were elected members of the Audit Committee. Due to his work as Chief Financial Officer, Peter Kameritsch brings with him the necessary knowledge and experience in both accounting and auditing. In addition, Torsten Reitze's many years of experience as commercial director and currently as managing director also make him an expert in the field of accounting and auditing.

  • Nominating Committee

    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. The Chairman of the Nominating Committee is Dr. Christian Müller. Other committee members are Dr. Karl Lamprecht and Isabel De Paoli.

Composition of the Supervisory Board of Carl Zeiss Meditec AG
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 Audit Committee
Member of Nominating 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  

 

Honorary Chairman of the Supervisory Board since 27 May 2021
Chairman of the Supervisory Board since and member of the Supervisory Board from 2002 to 27 May 2021
Suspended mandate pursuant to Section 105 AktG between 22 July 2008 and 21 July 2009
Re-elected Chairman of the Supervisory Board from 4 March 2010

Tania von der Goltz, Deputy Chairwoman Link Shareholder representative
Member of the General and Personnel Committee

Deputy Chairwoman and member of the Supervisory Board since 10 April 2018

Dr. Christian Müller Link Shareholder representative

Chairman of the Nominating Committee
Member of the General and Personnel Committee

Member of the Supervisory Board since 19 Mar 2019
Peter Kameritsch Link Shareholder representative Chairman of the Audit Committee Member of the Supervisory Board since 27 May 2021
Isabel De Paoli Link Shareholder representative
Member of the Nominating Committee
Member of the Supervisory Board since 25 Jun 2020
Torsten Reitze Link Shareholder representative Member of the Audit Committee Member of the Supervisory Board since 27 May 2021
Cornelia Grandy   Employee representative Member of the Audit Committee Member of the Supervisory Board from 10 November 2011 until 30 March 2022
Brigitte Koblizek
Link Employee representative
  Member of the Supervisory Board since 30 Mar 2022
Renè Denner Link Employee representative Member of the Audit Committee Member of the Supervisory Board since 1 October 2019
Jeffrey Marx Link Employee representative
  Member of the Supervisory Board since 6 Mar 2020

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.

  • Independence of the Supervisory Board and conflicts of interest

    Pursuant to Section C.6 of the German Corporate Governance Code 2022 (DCGK 2022), there should be a certain number of independent members on the shareholder side that shareholders deem appropriate; the ownership structure should be taken into account. In its own estimation, the Supervisory Board has an adequate number of independent members with Isabel De Paoli, Peter Kameritsch and Tania von der Goltz, also taking the ownership structure of Carl Zeiss Meditec AG into consideration, in which Carl Zeiss AG directly and indirectly holds a share of around 59.1%, who have no business or personal relationship with Carl Zeiss Meditec AG or the Management Board or Carl Zeiss AG as controlling shareholder.

    Pursuant to C.7 DCGK 2022 more than half of the shareholder representatives are independent from the Company and from the Management Board. Members of the Supervisory Board who have no personal or business relationship with the Company or the Management Board that could give rise to a material and not merely temporary conflict of interest are deemed to be independent. When assessing the independence of Supervisory Board members from the company and its Management Board, shareholder representatives shall particularly take into consideration the following aspects; whether the respective Supervisory Board member – or a close family member:

    • was a member of the company's Management Board in the two years prior to appointment;
    • whether he/she currently is maintaining (or has maintained) a material business relationship with the company or one of the entities dependent upon the company (e.g. as customer, supplier, lender or advisor) in the year up to his/her appointment, directly or as a shareholder, or in a leading position of a non-group entity;
    • whether he/she is a close family member of a Management Board member; or,
    • whether he/she has been a member of the Supervisory Board for more than twelve years.

    Taking into account the indicators set out in C.7 DCGK 2022, all members of the Supervisory Board are independent on the shareholder side. Although Dr. Karl Lamprecht and Dr. Christian Müller are members of the Management Board of the controlling shareholder, they are considered independent within the meaning of C.7 GCGC 2022. This also applies to Torsten Reitze, who holds the position of Managing Director at an affiliated company of Carl Zeiss Meditec AG.

    Pursuant to C.10 DCGK 2022, the Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the committee responsible for the remuneration of the Management Board should also be independent from the Company and the Management Board. In addition, the Chairman of the Audit Committee should be independent from the controlling shareholder. The Audit Committee is chaired by Peter Kameritsch, who is independent of Carl Zeiss AG. The Chairman of the whole Supervisory Board as well as the General and Personnel Committee, and therefore Chairman of the committee responsible for the remuneration of the Management Board, is Dr. Karl Lamprecht.

    There were no conflicts of interest on the Supervisory Board in fiscal year 2021/22.

  • Long-term succession planning for the Management Board

    The Supervisory Board is also responsible for long-term succession planning for the Management Board. The Chairman of the Supervisory Board holds regular meetings with the Chairman of the Management Board to discuss this. The subject is also discussed by the General and Personnel Committee of the Supervisory Board. They deliberate on the contract terms and renewal options for current members of the Management Board and advise on potential candidates for succession. When filling positions, both external and internal candidates are considered. Particular attention is paid to filling the positions with internal candidates who have the necessary qualifications and experience. Succession planning extends internally to potential candidates throughout the ZEISS Group.

    The basic eligibility criteria for selecting candidates for a Management Board position are accordingly based on the knowledge required to fulfill the tasks for the area of responsibility to be taken over, professional qualifications, personality, integrity, management qualities and previous achievements and knowledge about the Company.

    The Supervisory Board decides which person should be appointed to a specific position on the Management Board in the interests of the Company and taking all circumstances of the individual case into consideration. In summary, the Supervisory Board considers in particular the following aspects:

    • The members of the Management Board should have many years of management experience, also in the international field
    • The Management Board as a whole should have many years of experience in the field of medical technology
    • The Management Board as a whole should have many years of experience within Carl Zeiss Meditec and the Zeiss Group
    • The Supervisory Board has stipulated an age limit of 65 years for the members of the Management Board in its Rules of Procedure
  • Self-assessment of the Supervisory Board

    The Supervisory Board regularly assesses the effectiveness of its committees and of the Supervisory Board as a whole. During the past fiscal year, the Supervisory Board conducted a self-assessment, to evaluate the efficiency of its activities. This took the form of a questionnaire, in which the members of the Supervisory Board gave their appraisal of the effectiveness of the work of the Supervisory Board and its committees and suggested possibilities for improvement.

    The questionnaire contains questions about the following topics, among others: Quality of meeting preparation, running of Supervisory Board meetings, communication between the members of the Supervisory Board, input from the committees, number of committees and frequency of their meetings.

    After evaluating the questionnaires, the results and the possibilities for improvement were discussed at the next regular plenary session. Specific recommendations for action for the work of the Supervisory Board were defined and scheduled. Compliance with these specific recommendations for action shall be reviewed at certain dates.

    Further information on the cooperation of the Management Board and Supervisory Board, the composition and method of working of the committees can be found in the Report of the Supervisory Board and the notes accompanying the consolidated financial statements in the 2021/22 Annual Report.

Law on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector in the version of FüPoG II

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.

Diversity concept concerning the composition of the Management Board and Supervisory Board

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.

Shareholders and Annual General Meeting

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.

Diversity concept concerning the composition of the Management Board and Supervisory Board

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.

Shareholders and Annual General Meeting

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.

Accounting and auditing

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.